Louisiana
(State or Other Jurisdiction of Incorporation or Organization) |
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4911
(Primary Standard Industrial Classification Code) |
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72-1445282
(I.R.S. Employer Identification No.) |
Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Title of each class of
securities to be registered |
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Amount
to be registered |
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Proposed
maximum offering price per unit(1) |
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Proposed
maximum aggregate offering price(1) |
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Amount of
registration fee(1) |
3.375% Senior Notes due 2029
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$300,000,000
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100%
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$300,000,000
|
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$38,940.00
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(1)
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This registration fee has been calculated pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended.
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•
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We will exchange all Outstanding Notes that are validly tendered and not validly withdrawn for an equal principal amount of Exchange Notes that are freely tradable.
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•
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You may withdraw tenders of Outstanding Notes at any time prior to the expiration date of the exchange offer.
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The exchange offer expires at 5:00 p.m., New York City time, on 2020, unless we extend the exchange offer. We currently do not intend to extend the expiration date of the exchange offer.
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The exchange of Outstanding Notes for Exchange Notes in the exchange offer generally will not be a taxable event to a holder for United States federal income tax purposes.
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We will not receive any proceeds from the exchange offer.
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The exchange offer is subject to customary conditions, including the condition that the exchange offer not violate applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission.
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The Exchange Notes are being offered in order to satisfy certain of our obligations under the registration rights agreement entered into in connection with the private offering of the Outstanding Notes.
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The terms of the Exchange Notes to be issued in the exchange offer are substantially identical to the terms of the Outstanding Notes, except that the Exchange Notes will be freely tradable and will not contain provisions relating to additional interest relating to our registration obligations.
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We do not intend to apply for listing of the Exchange Notes on any securities exchange or to arrange for such Exchange Notes to be quoted on any quotation system.
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Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge by way of the letter of transmittal that it will deliver a prospectus in connection with any resale of the Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).
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This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Outstanding Notes where such Outstanding Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities.
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We have agreed that, until , 2020, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”
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DEFINED TERM
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DEFINITION
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2016 Merger
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Merger of Merger Sub with and into Cleco Corporation pursuant to the terms of the Merger Agreement which was completed on April 13, 2016
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2016 Merger Commitments
|
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Cleco Partners’, Cleco Group’s, Cleco Holdings’, and Cleco Power’s 77 commitments to the LPSC as defined in Docket No. U-33434 of which a performance report must be filed annually by October 31 for the 12 months ending June 30
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401(k) Plan
|
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Cleco Power 401(k) Savings and Investment Plan
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ABR
|
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Alternate Base Rate which is the greater of the prime rate, the federal funds effective rate plus 0.50%, or LIBOR plus 1.0%
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Acadia
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Acadia Power Partners, LLC, previously a wholly owned subsidiary of Midstream. Acadia Power Partners, LLC was dissolved effective August 29, 2014
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Acadia Unit 1
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Cleco Power’s 580-MW, combined cycle power plant located at the Acadia Power Station in Eunice, Louisiana
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Acadia Unit 2
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Entergy Louisiana’s 580-MW, combined cycle power plant located at the Acadia Power Station in Eunice, Louisiana, which is operated by Cleco Power
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ADIT
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Accumulated Deferred Income Tax
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AFUDC
|
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Allowance for Funds Used During Construction
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Amended Lignite
Mining Agreement |
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Amended and restated lignite mining agreement effective December 29, 2009
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Acquisition Term Loan Facility
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A term loan facility in an aggregate principal amount of $100 million entered into in connection with the closing of the Cleco Cajun Transaction
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AMI
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Advanced Metering Infrastructure
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AOCI
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Accumulated Other Comprehensive Income (Loss)
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ARO
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Asset Retirement Obligation
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Attala
|
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Attala Transmission LLC, a wholly owned subsidiary of Cleco Holdings
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BCI
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British Columbia Investment Management Corporation
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Brame Energy Center
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A facility consisting of Nesbitt Unit 1, Rodemacher Unit 2, and Madison Unit 3
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Bridge Facility
|
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A bridge term loan facility in an aggregate principal amount of $300 million entered into in connection with the closing of the Cleco Cajun Transaction
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CAA
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Clean Air Act
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CCR
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Coal combustion by-products or residual
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CECL
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Current Expected Credit Losses
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DEFINED TERM
|
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DEFINITION
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CEO
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Chief Executive Officer
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CFO
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Chief Financial Officer
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CIP
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Critical Infrastructure Protection
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Cleco
|
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Cleco Holdings and its subsidiaries
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Cleco Cajun
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Cleco Cajun LLC (formerly Cleco Energy LLC, a wholly owned subsidiary of Cleco Holdings) and its subsidiaries
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Cleco Cajun Transaction
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The transaction between Cleco Cajun and NRG Energy in which Cleco Cajun acquired all the membership interest in South Central Generating, which closed on February 4, 2019, pursuant to the Purchase and Sale Agreement, which includes the Cottonwood Sale Leaseback
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Cleco Corporation
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Pre-2016 Merger entity that was converted to a limited liability company and changed its name to Cleco Corporate Holdings LLC on April 13, 2016
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Cleco Group
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Cleco Group LLC, a wholly owned subsidiary of Cleco Partners
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Cleco Holdings
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Cleco Corporate Holdings LLC, a wholly owned subsidiary of Cleco Group
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Cleco Katrina/Rita
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Cleco Katrina/Rita Hurricane Recovery Funding LLC, a wholly owned subsidiary of Cleco Power
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Cleco Partners
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Cleco Partners L.P., a Delaware limited partnership that is owned by a consortium of investors, including funds or investment vehicles managed by MIRA, BCI, John Hancock Financial, and other infrastructure investors
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Cleco Power
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Cleco Power LLC and its subsidiaries, a wholly owned subsidiary of Cleco Holdings
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Como 1
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Como 1, L.P., currently known as Cleco Partners
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CO2
|
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Carbon dioxide
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Consent Decree
|
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The Consent Decree, entered March 5, 2013, in Civil Action No. 09-100-JJB-DLD, United States District Court for the Middle District of Louisiana, by and among the EPA, the LDEQ, and Louisiana Generating relating to Big Cajun II, Unit 1 located in New Roads, Louisiana
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Cottonwood Energy
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Cottonwood Energy Company LP, a wholly owned subsidiary of Cleco Cajun. Prior to the closing of the Cleco Cajun Transaction on February 4, 2019, Cottonwood Energy was an indirect subsidiary of South Central Generating
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Cottonwood Plant
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Cleco Cajun’s 1,263-MW, natural-gas-fired generating station located in Deweyville, Texas
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Cottonwood Sale Leaseback
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A lease agreement executed and delivered between Cottonwood Energy and a special-purpose entity that is a subsidiary of NRG Energy pursuant to which NRG Energy will lease back the Cottonwood Plant and will operate it until no later than May 2025
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Coughlin
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Cleco Power’s 775-MW, combined-cycle power plant located in St. Landry, Louisiana
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COVID-19
|
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Novel coronavirus disease 2019 and the related global outbreak that was subsequently declared a pandemic by the World Health Organization in March 2020
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CPP
|
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Clean Power Plan
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CSAPR
|
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Cross-State Air Pollution Rule
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DEFINED TERM
|
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DEFINITION
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DHLC
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Dolet Hills Lignite Company, LLC, a wholly owned subsidiary of SWEPCO
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Diversified Lands
|
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Diversified Lands LLC, a wholly owned subsidiary of Cleco Holdings
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Dolet Hills
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A facility consisting of Dolet Hills Power Station, the Dolet Hills mine, and the Oxbow mine
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Dolet Hills Power Station
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A 650-MW generating unit at Cleco Power’s plant site in Mansfield, Louisiana. Cleco Power has a 50% ownership interest in the capacity of Dolet Hills
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EAC
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Environmental Adjustment Clause
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EAF
|
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Equivalent Availability Factor
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EBITDA
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Earnings before interest, taxes, depreciation, and amortization
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EGU
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Electric Generating Unit
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EFORd
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Equivalent Forced Outage Rate on demand
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EMT
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Executive Management Team
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Entergy Gulf States
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Entergy Gulf States Louisiana, LLC
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Entergy Louisiana
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Entergy Louisiana, LLC
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EPA
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United States Environmental Protection Agency
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ERO
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Electric Reliability Organization
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Evangeline
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Cleco Evangeline LLC, a wholly owned subsidiary of Midstream
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FAC
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Fuel Adjustment Clause
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FASB
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Financial Accounting Standards Board
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FERC
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Federal Energy Regulatory Commission
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Fitch
|
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Fitch Ratings, a credit rating agency
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FTR
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Financial Transmission Right
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FRP
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Formula Rate Plan
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GAAP
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Generally Accepted Accounting Principles in the United States
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GO Zone
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Gulf Opportunity Zone Act of 2005 (Public Law 109-135)
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IRC
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Internal Revenue Code of 1986, as amended
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IRP
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Integrated Resource Plan
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IRS
|
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Internal Revenue Service
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ISO
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Independent System Operator
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kV
|
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Kilovolt
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kWh
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Kilowatt-hour(s)
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LCFC
|
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Lost Contribution to Fixed Cost
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LDEQ
|
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Louisiana Department of Environmental Quality
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LIBOR
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London Interbank Offered Rate
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LMP
|
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Locational Marginal Price
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Louisiana Generating
|
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Louisiana Generating, LLC, a wholly owned subsidiary of South Central Generating
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LPSC
|
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Louisiana Public Service Commission
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DEFINED TERM
|
| |
DEFINITION
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LTIP
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Long-Term Incentive Compensation Plan
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LTSA
|
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Long-Term Parts and Service Agreement between Cottonwood Energy and a third party, dated January 19, 2001, that Cleco Cajun assumed as a result of the Cleco Cajun Transaction to provide maintenance services related to the Cottonwood Plant
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Madison Unit 3
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A 641-MW generating unit at Cleco Power’s plant site in Boyce, Louisiana
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MATS
|
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Mercury and Air Toxics Standards
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Merger Agreement
|
| |
Agreement and Plan of Merger, dated as of October 17, 2014, by and among Cleco Partners, Merger Sub, and Cleco Corporation relating to the 2016 Merger
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Merger Sub
|
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Cleco MergerSub Inc., previously an indirect wholly owned subsidiary of Cleco Partners that was merged with and into Cleco Corporation, with Cleco Corporation surviving the 2016 Merger, and Cleco Corporation converting to a limited liability company and changing its name to Cleco Holdings
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Midstream
|
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Cleco Midstream Resources LLC, a wholly owned subsidiary of Cleco Holdings
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MIRA
|
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Macquarie Infrastructure and Real Assets Inc.
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MISO
|
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Midcontinent Independent System Operator, Inc.
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MMBtu
|
| |
One million British thermal units
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Moody’s
|
| |
Moody’s Investors Service, a credit rating agency
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MW
|
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Megawatt(s)
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MWh
|
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Megawatt-hour(s)
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N/A
|
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Not Applicable
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NAAQS
|
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National Ambient Air Quality Standards
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NERC
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North American Electric Reliability Corporation
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NMTC
|
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New Markets Tax Credit
|
Not Meaningful
|
| |
A percentage comparison of these items is not statistically meaningful because the percentage difference is greater than 1,000%
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NO2
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Nitrogen dioxide
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NOx
|
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Nitrogen oxide
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NRG Energy
|
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NRG Energy, Inc.
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NRG South Central
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NRG South Central Generating LLC
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Other Benefits
|
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Includes medical, dental, vision, and life insurance for Cleco’s retirees
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Oxbow
|
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Oxbow Lignite Company, LLC, 50% owned by Cleco Power and 50% owned by SWEPCO
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PCB
|
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Polychlorinated biphenyl
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Perryville
|
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Perryville Energy Partners, L.L.C., a wholly owned subsidiary of Cleco Holdings
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ppb
|
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Parts per billion
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DEFINED TERM
|
| |
DEFINITION
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Predecessor
|
| |
Pre-merger activity of Cleco. Cleco has accounted for the 2016 Merger transaction by applying the acquisition method of accounting. The predecessor period is not comparable to the successor period
|
Purchase and Sale Agreement
|
| |
Purchase and Sale Agreement, dated as of February 6, 2018, by and among NRG Energy, South Central Generating, and Cleco Cajun
|
Registrants
|
| |
Cleco Holdings and/or Cleco Power
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Rodemacher Unit 2
|
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A 523-MW 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
|
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Return on Equity
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ROIC
|
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Return on Invested Capital
|
ROU
|
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Right of Use
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RTO
|
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Regional Transmission Organization
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S&P
|
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Standard & Poor’s Ratings Services, a credit rating agency
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SAIDI
|
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System Average Interruption Duration Index
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SERP
|
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Supplemental Executive Retirement Plan
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SO2
|
| |
Sulfur dioxide
|
South Central Generating
|
| |
South Central Generating LLC, formerly NRG South Central Generating LLC
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SSR
|
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System Support Resource
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START
|
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Strategic Alignment and Real-Time Transformation
|
STIP
|
| |
Short-Term Incentive Plan
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Successor
|
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Post-merger activity of Cleco. Cleco has accounted for the 2016 Merger transaction by applying the acquisition method of accounting. The successor period is not comparable to the predecessor period
|
Support Group
|
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Cleco Support Group LLC, a wholly owned subsidiary of Cleco Holdings
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SWEPCO
|
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Southwestern Electric Power Company, an electric utility subsidiary of American Electric Power Company, Inc.
|
TCJA
|
| |
Federal tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017
|
Teche Unit 3
|
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A 359-MW generating unit at Cleco Power’s plant site in Baldwin, Louisiana
|
•
|
the result of the exchange offer;
|
•
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the COVID-19 pandemic and its effect on Cleco, Cleco’s operations, business, and financial condition, and the communities it serves, United States and world financial markets and supply chains, potential regulatory actions, changes in customer and stakeholder behaviors, and impacts on and modifications to Cleco’s operations, business, and financial condition relating thereto;
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•
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the effects of the Cleco Cajun Transaction and the 2016 Merger on Cleco’s business relationships, operating results, and business generally;
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•
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the ability to successfully remediate underlying causes of identified material weaknesses in internal control over financial reporting;
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regulatory factors, such as changes in rate-setting practices or policies; political actions of governmental regulatory bodies; adverse regulatory ratemaking actions; recovery of investments made under traditional regulation; recovery of storm restoration costs; the frequency, timing, and amount of rate increases or decreases; the impact that rate cases or requests for FRP extensions may have on operating decisions of Cleco Power; the results of periodic NERC, LPSC, and FERC audits; participation in MISO and the related operating challenges and uncertainties, including increased wholesale competition relative to additional suppliers; and compliance with the ERO reliability standards for bulk power systems by Cleco Power;
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•
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Cleco Power’s ability to recover fuel costs through the FAC;
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•
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the ability to successfully integrate the assets acquired in the Cleco Cajun Transaction into Cleco’s operations;
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•
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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; pandemic illnesses, specifically COVID-19; unexpected delays in capital projects; unscheduled generation outages; unanticipated maintenance or repairs; unanticipated changes to fuel costs or fuel supply costs, shortages, solid fuel and natural gas transportation problems, or other developments; decreased customer load; environmental incidents and compliance costs; and power transmission system constraints;
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•
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reliance on third parties for determination of Cleco’s commitments and obligations to markets for generation resources and reliance on third-party fuel transportation and transmission services;
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global and domestic economic conditions, including the negative impact of COVID-19, the ability of customers to continue paying their utility bills, related growth and/or down-sizing of businesses in Cleco’s service area, monetary fluctuations, and inflation rates;
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political uncertainty in the United States, including uncertainty relating to the United States. federal government budget and debt ceiling, and volatility and disruption in global capital and credit markets;
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the ability of the lignite reserves at Dolet Hills to provide sufficient fuel to the Dolet Hills Power Station to meet projected dispatch needs;
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the timing and costs associated with the potential early closure of Dolet Hills, including the ability to recover those costs;
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Cleco’s ability to maintain its right to sell wholesale power at market-based rates within its control area;
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Cleco’s dependence on energy from sources other than its facilities and future sources of such additional energy;
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•
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reliability of Cleco’s generating facilities;
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•
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the imposition of energy efficiency requirements or increased conservation efforts of customers;
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•
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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 Cleco’s generating units, increase costs, or reduce customer demand for electricity;
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•
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the ability to recover costs of compliance with environmental laws and regulations, including those through Cleco Power’s EAC;
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•
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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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•
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changing market conditions and a variety of other factors associated with physical energy, financial transactions, COVID-19, and energy service activities, including, but not limited to, price, basis, credit, liquidity, volatility, capacity, transmission, interest rates, and warranty risks;
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•
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changes in commodity prices and transportation costs;
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•
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legal, environmental, and regulatory delays and other obstacles associated with acquisitions, reorganizations, investments in joint ventures, or other capital projects;
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costs and other effects of legal and administrative proceedings, settlements, investigations, claims, and other matters;
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•
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the availability and use of alternative sources of energy and technologies, such as wind, solar, battery storage, and distributed generation;
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•
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changes in federal, state, or local laws (including the TCJA and other tax laws), changes in tax rates, disallowances of tax positions, or changes in other regulatory policies that may result in a change to tax benefits or expenses;
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•
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the restriction on the ability of Cleco Power to make distributions to Cleco Holdings in certain instances, as a result of the 2016 Merger Commitments;
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•
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Cleco’s ability to remain in compliance with the commitments made to the LPSC in connection with the Cleco Cajun Transaction;
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•
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Cleco Holdings’ dependence on the earnings, dividends, or distributions from its subsidiaries to meet its debt obligations;
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•
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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;
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•
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the ability to successfully modify or transition Cleco’s legacy enterprise business applications into new systems;
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•
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credit ratings of Cleco Holdings and Cleco Power;
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•
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Cleco Holdings’ and Cleco Power’s ability to remain in compliance with their respective debt covenants;
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•
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the 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;
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•
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workforce factors, including aging workforce, changes in management, impact of pandemic illnesses, specifically COVID-19, and unavailability of skilled employees; and
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•
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other factors we discuss in this prospectus.
|
•
|
Cleco Power, which is a wholly owned subsidiary of Cleco that engages primarily in the generation, transmission, distribution and sales of electricity. Cleco Power is a regulated electric utility company that, as of March 31, 2020, owns 10 generating units with a total nameplate capacity of 3,360 MW and serves approximately 288,000 customers in Louisiana through its retail business and supplies wholesale power in Louisiana and Mississippi; and
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•
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Cleco Cajun (f/k/a Cleco Energy LLC), which is a wholly owned unregulated subsidiary of Cleco that owns eight generating assets with a rated capacity of 3,555 MW, and supplies wholesale power and capacity to nine Louisiana cooperatives, three municipalities across Arkansas, Louisiana and Texas and one investor-owned utility. Seven of the generating assets are managed by Cleco, while the Cottonwood plant in Texas is temporarily leased to NRG Energy. Cleco acquired these assets from NRG Energy in February 2019. See “Financial Statements and Supplementary Data — Notes to the Audited Financial Statements — Note 3 — Business Combinations” and “Financial Statements and Supplementary Data — Notes to the Unaudited Interim Financial Statements — Note 2 — Business Combinations” for more information.
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•
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you are acquiring the Exchange Notes in the ordinary course of your business,
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•
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you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes, and
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•
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you are not our affiliate as defined in Rule 405 of the Securities Act.
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•
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either a completed and signed letter of transmittal or, for Outstanding Notes tendered electronically, an agent’s message from The Depository Trust Company (“DTC”), Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), or Clearstream Banking, société anonyme (“Clearstream”), stating that the tendering participant agrees to be bound by the letter of transmittal and the terms of the exchange offer,
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•
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your Outstanding Notes, either by tendering them in physical form or by timely confirmation of book-entry transfer through DTC, Euroclear or Clearstream, and
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•
|
all other documents required by the letter of transmittal.
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•
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you will be acquiring the Exchange Notes in the ordinary course of your business,
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•
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you have no arrangement or understanding with any person to participate in the distribution of the Exchange Notes, and
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•
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you are not our affiliate as defined under Rule 405 of the Securities Act.
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•
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an exemption from the requirements of the Securities Act is available to you,
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•
|
we register the resale of Outstanding Notes under the Securities Act, or
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•
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the transaction requires neither an exemption from nor registration under the requirements of the Securities Act.
|
•
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the Exchange Notes will be registered under the Securities Act and therefore will not bear legends restricting their transfer; and
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•
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specified rights under the registration rights agreement, including the provisions providing for registration rights and the payment of additional interest in specified circumstances, will be limited or eliminated.
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•
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rank pari passu in right of payment with all of the Issuer’s existing and future senior unsecured and unsubordinated indebtedness;
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•
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be effectively subordinated to all existing and future secured indebtedness of the Issuer to the extent of the value of the collateral securing such indebtedness;
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be senior in right of payment to any of the Issuer’s future subordinated indebtedness; and
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•
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be structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables) of the Issuer’s subsidiaries, including Cleco Power and Cleco Cajun.
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Successor
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Predecessor
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For the Three Months
Ended March 31, |
| |
Fiscal Year Ended
December 31, |
| |
Apr. 13 –
Dec. 31, |
| |
Jan. 1 –
Apr. 12, |
| |
Fiscal Year
Ended December 31, |
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2020
|
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2019
|
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2019
|
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2018
|
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2017
|
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2016
|
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2016
|
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2015
|
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(in thousands)
|
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Income statement data:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Operating revenue, net
|
| |
$347,572
|
| |
$344,186
|
| |
$1,639,605
|
| |
$1,231,044
|
| |
$1,175,646
|
| |
$853,005
|
| |
$299,870
|
| |
$1,209,402
|
Operating expenses
|
| |
292,907
|
| |
293,600
|
| |
1,324,711
|
| |
986,487
|
| |
910,419
|
| |
808,096
|
| |
276,060
|
| |
922,063
|
Operating income
|
| |
54,665
|
| |
50,586
|
| |
314,894
|
| |
244,557
|
| |
265,227
|
| |
44,909
|
| |
23,810
|
| |
287,339
|
Net income (loss)
|
| |
6,328
|
| |
20,557
|
| |
152,665
|
| |
94,437
|
| |
138,080
|
| |
(24,113)
|
| |
(3,960)
|
| |
133,669
|
Cash flow statement data:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net cash provided by operating activities
|
| |
60,206
|
| |
108,129
|
| |
430,119
|
| |
317,761
|
| |
265,428
|
| |
69,890
|
| |
129,780
|
| |
361,022
|
Net cash used in investing activities
|
| |
(65,413)
|
| |
(892,661)
|
| |
(1,115,423)
|
| |
(288,160)
|
| |
(203,554)
|
| |
(135,261)
|
| |
(41,658)
|
| |
(167,951)
|
Net cash (used in) provided by financing activities
|
| |
226,796
|
| |
770,599
|
| |
687,813
|
| |
(41,717)
|
| |
20,757
|
| |
(5,999)
|
| |
(40,885)
|
| |
(169,248)
|
|
| |
Successor
|
| |
Predecessor
|
||||||||||||
|
| |
As of
March 31, |
| |
As of December 31,
|
||||||||||||
|
| |
2020
|
| |
2019
|
| |
2018
|
| |
2017
|
| |
2016
|
| |
2015
|
|
| |
(in thousands unless otherwise indicated)
|
|||||||||||||||
Balance sheet and other data:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cash and cash equivalents
|
| |
350,231
|
| |
116,292
|
| |
110,175
|
| |
119,040
|
| |
23,077
|
| |
68,246
|
Total assets
|
| |
7,676,195
|
| |
7,476,298
|
| |
6,436,814
|
| |
6,278,382
|
| |
6,343,144
|
| |
4,323,354
|
Long-term debt and finance lease, net (1)
|
| |
3,113,239
|
| |
3,064,679
|
| |
2,874,485
|
| |
2,836,105
|
| |
2,738,571
|
| |
1,267,703
|
Member’s equity
|
| |
2,649,748
|
| |
2,643,006
|
| |
2,124,740
|
| |
2,096,357
|
| |
2,046,763
|
| |
1,674,841
|
(1)
|
Represents long-term debt plus fair value of long-term debt related to the 2016 Merger adjustments, net of unamortized discount, debt issuance costs and amounts due within one year.
|
•
|
certificates for Outstanding Notes or a book-entry confirmation of a book-entry transfer of Outstanding Notes into the exchange agent’s account at DTC, New York, New York as a depository, including an agent’s message, as defined in this prospectus, if the tendering holder does not deliver a letter of transmittal;
|
•
|
a complete and signed letter of transmittal, or facsimile copy, with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message in place of the letter of transmittal; and
|
•
|
any other documents required by the letter of transmittal.
|
•
|
unanticipated challenges integrating financial and accounting, information technology, communications and other systems;
|
•
|
potential inconsistencies in procedures, practices, policies, controls, and standards;
|
•
|
possible differences in compensation arrangements, management perspectives, and corporate culture; and
|
•
|
meeting LPSC commitments relating to the transaction.
|
•
|
Cleco Power, a regulated electric utility company that owns 10 generating units with a total nameplate capacity of 3,360 MW and serves approximately 288,000 customers in Louisiana through its retail business and supplies wholesale power in Louisiana and Mississippi; and
|
•
|
Cleco Cajun, an unregulated electric utility company that owns eight generating assets with a rated capacity of 3,555 MW and supplies wholesale power and capacity in Arkansas, Louisiana, and Texas. Upon the closing of the Cleco Cajun Transaction, Cottonwood Energy entered into the Cottonwood Sale Leaseback.
|
Cleco
|
| |
|
| |
|
| |
|
| |
|
|
| |
FOR THE THREE MONTHS ENDED MAR. 31,
|
|||||||||
|
| |
|
| |
|
| |
FAVORABLE/(UNFAVORABLE)
|
|||
(THOUSANDS)
|
| |
2020
|
| |
2019
|
| |
VARIANCE
|
| |
CHANGE
|
Operating revenue, net
|
| |
$347,572
|
| |
$344,186
|
| |
$3,386
|
| |
1.0%
|
Operating expenses
|
| |
292,907
|
| |
293,600
|
| |
693
|
| |
0.2%
|
Operating income
|
| |
54,665
|
| |
50,586
|
| |
4,079
|
| |
8.1%
|
Interest income
|
| |
1,157
|
| |
1,491
|
| |
(334)
|
| |
(22.4)%
|
Allowance for equity funds used during construction
|
| |
(74)
|
| |
5,688
|
| |
(5,762)
|
| |
(101.3)%
|
Other (expense) income, net
|
| |
(12,709)
|
| |
2,777
|
| |
(15,486)
|
| |
(557.7)%
|
Interest charges
|
| |
35,149
|
| |
33,999
|
| |
(1,150)
|
| |
(3.4)%
|
Federal and state income tax expense
|
| |
1,562
|
| |
5,986
|
| |
4,424
|
| |
73.9%
|
Net income
|
| |
$6,328
|
| |
$20,557
|
| |
$(14,229)
|
| |
(69.2)%
|
Cleco Power
|
| |
|
| |
|
| |
|
| |
|
|
| |
FOR THE THREE MONTHS ENDED MARCH 31,
|
|||||||||
|
| |
|
| |
|
| |
FAVORABLE/(UNFAVORABLE)
|
|||
(THOUSANDS)
|
| |
2020
|
| |
2019
|
| |
VARIANCE
|
| |
CHANGE
|
Operating revenue
|
| |
|
| |
|
| |
|
| |
|
Base
|
| |
$147,999
|
| |
$142,385
|
| |
$5,614
|
| |
3.9%
|
Fuel cost recovery
|
| |
76,431
|
| |
114,790
|
| |
(38,359)
|
| |
(33.4)%
|
Electric customer credits
|
| |
(8,340)
|
| |
(8,160)
|
| |
(180)
|
| |
(2.2)%
|
Other operations
|
| |
15,764
|
| |
19,430
|
| |
(3,666)
|
| |
(18.9)%
|
Affiliate revenue
|
| |
1,106
|
| |
300
|
| |
806
|
| |
268.7%
|
Operating revenue, net
|
| |
232,960
|
| |
268,745
|
| |
(35,785)
|
| |
(13.3)%
|
Operating expenses
|
| |
|
| |
|
| |
|
| |
|
Recoverable fuel and purchased power
|
| |
76,834
|
| |
114,794
|
| |
37,960
|
| |
33.1%
|
Non-recoverable fuel and purchased power
|
| |
7,692
|
| |
8,991
|
| |
1,299
|
| |
14.4%
|
Other operations and maintenance
|
| |
56,944
|
| |
47,700
|
| |
(9,244)
|
| |
(19.4)%
|
Depreciation and amortization
|
| |
43,677
|
| |
42,377
|
| |
(1,300)
|
| |
(3.1)%
|
Taxes other than income taxes
|
| |
12,276
|
| |
9,978
|
| |
(2,298)
|
| |
(23.0)%
|
Total operating expenses
|
| |
197,423
|
| |
223,840
|
| |
26,417
|
| |
11.8%
|
Operating income
|
| |
35,537
|
| |
44,905
|
| |
(9,368)
|
| |
(20.9)%
|
Interest income
|
| |
954
|
| |
994
|
| |
(40)
|
| |
(4.0)%
|
Allowance for equity funds used during construction
|
| |
(74)
|
| |
5,688
|
| |
(5,762)
|
| |
(101.3)%
|
Other (expense) income, net
|
| |
(2,667)
|
| |
268
|
| |
(2,935)
|
| |
*
|
Interest charges
|
| |
18,581
|
| |
17,145
|
| |
(1,436)
|
| |
(8.4)%
|
Federal and state income tax expense
|
| |
3,338
|
| |
7,998
|
| |
4,660
|
| |
58.3%
|
Net income
|
| |
$11,831
|
| |
$26,712
|
| |
$(14,881)
|
| |
(55.7)%
|
*
|
Not meaningful
|
|
| |
FOR THE THREE MONTHS ENDED MARCH 31,
|
||||||
(MILLION kWh)
|
| |
2020
|
| |
2019
|
| |
FAVORABLE/
(UNFAVORABLE) |
Electric sales
|
| |
|
| |
|
| |
|
Residential
|
| |
780
|
| |
787
|
| |
(0.9)%
|
Commercial
|
| |
582
|
| |
582
|
| |
—%
|
Industrial
|
| |
484
|
| |
490
|
| |
(1.2)%
|
Other retail
|
| |
31
|
| |
31
|
| |
—%
|
Total retail
|
| |
1,877
|
| |
1,890
|
| |
(0.7)%
|
Sales for resale
|
| |
650
|
| |
619
|
| |
5.0%
|
Total retail and wholesale customer sales
|
| |
2,527
|
| |
2,509
|
| |
0.7%
|
|
| |
FOR THE THREE MONTHS ENDED MARCH 31,
|
||||||
(THOUSANDS)
|
| |
2020
|
| |
2019
|
| |
FAVORABLE/
(UNFAVORABLE) |
Electric sales
|
| |
|
| |
|
| |
|
Residential
|
| |
$61,890
|
| |
$56,104
|
| |
10.3%
|
Commercial
|
| |
47,056
|
| |
44,863
|
| |
4.9%
|
Industrial
|
| |
20,580
|
| |
20,649
|
| |
(0.3)%
|
Other retail
|
| |
2,679
|
| |
2,558
|
| |
4.7%
|
Surcharge
|
| |
2,442
|
| |
5,321
|
| |
(54.1)%
|
Total retail
|
| |
134,647
|
| |
129,495
|
| |
4.0%
|
Sales for resale
|
| |
13,352
|
| |
12,890
|
| |
3.6%
|
Total base revenue
|
| |
$147,999
|
| |
$142,385
|
| |
3.9%
|
|
| |
FOR THE THREE MONTHS ENDED MARCH 31,
|
||||||||||||
|
| |
|
| |
|
| |
|
| |
CHANGE
|
|||
|
| |
2020
|
| |
2019
|
| |
NORMAL
|
| |
PRIOR YEAR
|
| |
NORMAL
|
Heating degree-days
|
| |
586
|
| |
733
|
| |
891
|
| |
(20.1)%
|
| |
(34.2)%
|
Cooling degree-days
|
| |
264
|
| |
108
|
| |
78
|
| |
144.4%
|
| |
238.5%
|
Cleco Cajun
|
| |
|
| |
|
| |
|
| |
|
|
| |
FOR THE THREE MONTHS ENDED MARCH 31,
|
|||||||||
|
| |
|
| |
|
| |
FAVORABLE/(UNFAVORABLE)
|
|||
(THOUSANDS)
|
| |
2020
|
| |
2019
|
| |
VARIANCE
|
| |
CHANGE
|
Operating revenue
|
| |
|
| |
|
| |
|
| |
|
Electric operations
|
| |
$89,147
|
| |
$58,194
|
| |
$30,953
|
| |
53.2%
|
Electric customer credits
|
| |
(153)
|
| |
—
|
| |
(153)
|
| |
(100.0)%
|
Other operations
|
| |
30,961
|
| |
19,965
|
| |
10,996
|
| |
55.1%
|
Affiliate revenue
|
| |
161
|
| |
—
|
| |
161
|
| |
100.0%
|
Operating revenue, net
|
| |
120,116
|
| |
78,159
|
| |
41,957
|
| |
53.7%
|
Operating expenses
|
| |
|
| |
|
| |
|
| |
|
Fuel used for electric generation
|
| |
15,572
|
| |
9,922
|
| |
(5,650)
|
| |
(56.9)%
|
Purchased power
|
| |
44,675
|
| |
30,445
|
| |
(14,230)
|
| |
(46.7)%
|
Other operations and maintenance
|
| |
20,516
|
| |
14,410
|
| |
(6,106)
|
| |
(42.4)%
|
Depreciation and amortization
|
| |
10,103
|
| |
5,410
|
| |
(4,693)
|
| |
(86.7)%
|
Taxes other than income taxes
|
| |
3,473
|
| |
3,145
|
| |
(328)
|
| |
(10.4)%
|
Total operating expenses
|
| |
94,339
|
| |
63,332
|
| |
(31,007)
|
| |
(49.0)%
|
Operating income
|
| |
25,777
|
| |
14,827
|
| |
10,950
|
| |
73.9%
|
Interest income
|
| |
155
|
| |
254
|
| |
(99)
|
| |
(39.0)%
|
Other income (expense), net
|
| |
34
|
| |
(496)
|
| |
530
|
| |
106.9%
|
Interest charges
|
| |
10
|
| |
—
|
| |
(10)
|
| |
(100.0)%
|
Federal and state income tax expense
|
| |
6,421
|
| |
3,529
|
| |
(2,892)
|
| |
(81.9)%
|
Net income
|
| |
$19,535
|
| |
$11,056
|
| |
$8,479
|
| |
76.7%
|
Cleco
|
| |
|
| |
|
| |
|
| |
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
|||||||||
|
| |
|
| |
|
| |
FAVORABLE / (UNFAVORABLE)
|
|||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
VARIANCE
|
| |
CHANGE
|
Operating revenue, net
|
| |
$1,639,605
|
| |
$1,231,044
|
| |
$408,561
|
| |
33.2%
|
Operating expenses
|
| |
1,324,711
|
| |
986,487
|
| |
(338,224)
|
| |
(34.3)%
|
Operating income
|
| |
314,894
|
| |
244,557
|
| |
70,337
|
| |
28.8%
|
Interest income
|
| |
6,090
|
| |
6,073
|
| |
17
|
| |
0.3%
|
Allowance for equity funds used during construction
|
| |
15,397
|
| |
14,159
|
| |
1,238
|
| |
8.7%
|
Other income (expense), net
|
| |
758
|
| |
(14,328)
|
| |
15,086
|
| |
105.3%
|
Interest charges
|
| |
141,309
|
| |
126,642
|
| |
(14,667)
|
| |
(11.6)%
|
Federal and state income tax expense
|
| |
43,165
|
| |
29,382
|
| |
(13,783)
|
| |
(46.9)%
|
Net income
|
| |
$152,665
|
| |
$94,437
|
| |
$58,228
|
| |
61.7%
|
•
|
imposition of federal and/or state renewable portfolio standards (“RPS”),
|
•
|
imposition of energy efficiency mandates,
|
•
|
legislative and regulatory changes,
|
•
|
increases in environmental regulations and compliance costs,
|
•
|
cost of power impacted by the price movement of fuels and the addition of new generation capacity,
|
•
|
transmission congestion costs,
|
•
|
increases in capital and operations and maintenance costs due to higher construction and labor costs,
|
•
|
changes in electric rates compared to customers’ ability to pay, and
|
•
|
changes in the credit markets and local and global economies.
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
|||||||||
|
| |
|
| |
|
| |
FAVORABLE / (UNFAVORABLE)
|
|||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
VARIANCE
|
| |
CHANGE
|
Operating revenue
|
| |
|
| |
|
| |
|
| |
|
Base
|
| |
$669,091
|
| |
$678,378
|
| |
$(9,287)
|
| |
(1.4)%
|
Fuel cost recovery
|
| |
461,837
|
| |
513,209
|
| |
(51,372)
|
| |
(10.0)%
|
Electric customer credits
|
| |
(38,516)
|
| |
(33,195)
|
| |
(5,321)
|
| |
(16.0)%
|
Other operations
|
| |
72,833
|
| |
82,330
|
| |
(9,497)
|
| |
(11.5)%
|
Affiliate revenue
|
| |
3,125
|
| |
874
|
| |
2,251
|
| |
257.6%
|
Operating revenue, net
|
| |
1,168,370
|
| |
1,241,596
|
| |
(73,226)
|
| |
(5.9)%
|
Operating expenses
|
| |
|
| |
|
| |
|
| |
|
Recoverable fuel and purchased power
|
| |
461,877
|
| |
513,206
|
| |
51,329
|
| |
10.0%
|
Non-recoverable fuel and purchased power
|
| |
34,648
|
| |
37,530
|
| |
2,882
|
| |
7.7%
|
Other operations and maintenance
|
| |
207,164
|
| |
202,552
|
| |
(4,612)
|
| |
(2.3)%
|
Depreciation and amortization
|
| |
172,471
|
| |
162,069
|
| |
(10,402)
|
| |
(6.4)%
|
Taxes other than income taxes
|
| |
43,742
|
| |
47,267
|
| |
3,525
|
| |
7.5%
|
Total operating expenses
|
| |
919,902
|
| |
962,624
|
| |
42,722
|
| |
4.4%
|
Operating income
|
| |
248,468
|
| |
278,972
|
| |
(30,504)
|
| |
(10.9)%
|
Interest income
|
| |
4,744
|
| |
5,052
|
| |
(308)
|
| |
(6.1)%
|
Allowance for equity funds used during construction
|
| |
15,397
|
| |
14,159
|
| |
1,238
|
| |
8.7%
|
Other expense, net
|
| |
(3,616)
|
| |
(8,699)
|
| |
5,083
|
| |
58.4%
|
Interest charges
|
| |
71,279
|
| |
71,303
|
| |
24
|
| |
—%
|
Federal and state income tax expense
|
| |
45,452
|
| |
55,924
|
| |
10,472
|
| |
18.7%
|
Net income
|
| |
$148,262
|
| |
$162,257
|
| |
$(13,995)
|
| |
(8.6)%
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||
(MILLION kWh)
|
| |
2019
|
| |
2018
|
| |
FAVORABLE /
(UNFAVORABLE) |
Electric sales
|
| |
|
| |
|
| |
|
Residential
|
| |
3,589
|
| |
3,780
|
| |
(5.1)%
|
Commercial
|
| |
2,772
|
| |
2,731
|
| |
1.5%
|
Industrial
|
| |
2,027
|
| |
2,243
|
| |
(9.6)%
|
Other retail
|
| |
129
|
| |
133
|
| |
(3.0)%
|
Total retail
|
| |
8,517
|
| |
8,887
|
| |
(4.2)%
|
Sales for resale
|
| |
3,046
|
| |
2,991
|
| |
1.8%
|
Total retail and wholesale customer sales
|
| |
11,563
|
| |
11,878
|
| |
(2.7)%
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
FAVORABLE /
(UNFAVORABLE) |
Electric sales
|
| |
|
| |
|
| |
|
Residential
|
| |
$297,204
|
| |
$304,708
|
| |
(2.5)%
|
Commercial
|
| |
198,664
|
| |
192,781
|
| |
3.1%
|
Industrial
|
| |
84,030
|
| |
90,291
|
| |
(6.9)%
|
Other retail
|
| |
10,786
|
| |
10,918
|
| |
(1.2)%
|
Storm surcharge
|
| |
22,132
|
| |
23,138
|
| |
(4.3)%
|
Total retail
|
| |
612,816
|
| |
621,836
|
| |
(1.5)%
|
Sales for resale
|
| |
56,275
|
| |
56,542
|
| |
(0.5)%
|
Total base revenue
|
| |
$669,091
|
| |
$678,378
|
| |
(1.4)%
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||||||||
|
| |
|
| |
|
| |
|
| |
2019 CHANGE
|
|||
|
| |
2019
|
| |
2018
|
| |
NORMAL
|
| |
PRIOR YEAR
|
| |
NORMAL
|
Cooling degree-days
|
| |
3,178
|
| |
3,311
|
| |
2,779
|
| |
(4.0)%
|
| |
14.4%
|
Heating degree-days
|
| |
1,325
|
| |
1,470
|
| |
1,547
|
| |
(9.9)%
|
| |
(14.4)%
|
Cleco Cajun
|
| |
|
(THOUSANDS)
|
| |
FOR THE
YEAR ENDED DEC. 31, 2019 |
Operating revenue
|
| |
|
Electric operations
|
| |
$375,489
|
Electric customer credits
|
| |
(1,447)
|
Other operations
|
| |
117,468
|
Affiliate revenue
|
| |
108
|
Operating revenue, net
|
| |
491,618
|
Operating expenses
|
| |
|
Fuel used for electric generation
|
| |
81,514
|
Purchased power
|
| |
177,254
|
Other operations and maintenance
|
| |
91,215
|
Depreciation and amortization
|
| |
35,544
|
Taxes other than income taxes
|
| |
14,785
|
Total operating expenses
|
| |
400,312
|
Operating income
|
| |
91,306
|
Interest income
|
| |
987
|
Other expense, net
|
| |
(368)
|
Interest charges
|
| |
35
|
Federal and state income tax expense
|
| |
22,479
|
Net income
|
| |
$69,411
|
Cleco
|
| |
|
|||||||||
|
| |
FOR THE YEAR ENDED DEC. 31,
|
|||||||||
|
| |
|
| |
FAVORABLE / (UNFAVORABLE)
|
||||||
(THOUSANDS)
|
| |
2018
|
| |
2017
|
| |
VARIANCE
|
| |
CHANGE
|
Operating revenue, net
|
| |
$1,231,044
|
| |
$1,175,646
|
| |
$55,398
|
| |
4.7%
|
Operating expenses
|
| |
986,487
|
| |
910,419
|
| |
76,068
|
| |
8.4%
|
Operating income
|
| |
$244,557
|
| |
265,227
|
| |
(20,670)
|
| |
(7.8)%
|
Interest income
|
| |
6,073
|
| |
1,424
|
| |
4,649
|
| |
326.5%
|
Allowance for equity funds used during construction
|
| |
14,159
|
| |
8,320
|
| |
5,839
|
| |
70.2%
|
Other expense, net
|
| |
(14,328)
|
| |
(6,899)
|
| |
(7,429)
|
| |
(107.7)%
|
Interest charges
|
| |
126,642
|
| |
122,913
|
| |
3,729
|
| |
3.0%
|
Federal and state income tax expense
|
| |
29,382
|
| |
7,079
|
| |
22,303
|
| |
315.1%
|
Net income
|
| |
$94,437
|
| |
$138,080
|
| |
$(43,643)
|
| |
(31.6)%
|
Cleco Power
|
| |||||||||||
|
| |
FOR THE YEAR ENDED DEC. 31,
|
|||||||||
|
| |
|
| |
FAVORABLE / (UNFAVORABLE)
|
||||||
(THOUSANDS)
|
| |
2018
|
| |
2017
|
| |
VARIANCE
|
| |
CHANGE
|
Operating revenue
|
| |
|
| |
|
| |
|
| |
|
Base
|
| |
$678,378
|
| |
$651,732
|
| |
$26,646
|
| |
4.1%
|
Fuel cost recovery
|
| |
513,209
|
| |
456,657
|
| |
56,552
|
| |
12.4%
|
Electric customer credits
|
| |
(33,195)
|
| |
(1,566)
|
| |
(31,629)
|
| |
*
|
Other operations
|
| |
82,330
|
| |
77,522
|
| |
4,808
|
| |
6.2%
|
Affiliate revenue
|
| |
874
|
| |
851
|
| |
23
|
| |
2.7%
|
Operating revenue, net
|
| |
$1,241,596
|
| |
$1,185,196
|
| |
$56,400
|
| |
4.8%
|
Operating expenses
|
| |
|
| |
|
| |
|
| |
|
Recoverable fuel and purchased power
|
| |
513,206
|
| |
456,509
|
| |
(56,697)
|
| |
(12.4)%
|
Non-recoverable fuel and purchased power
|
| |
37,530
|
| |
35,750
|
| |
(1,780)
|
| |
(5.0)%
|
Other operations and maintenance
|
| |
202,552
|
| |
202,738
|
| |
186
|
| |
0.1%
|
Depreciation and amortization
|
| |
162,069
|
| |
158,415
|
| |
(3,654)
|
| |
(2.3)%
|
Taxes other than income taxes
|
| |
47,267
|
| |
46,539
|
| |
(728)
|
| |
(1.6)%
|
Total operating expenses
|
| |
962,624
|
| |
899,951
|
| |
(62,673)
|
| |
(7.0)%
|
Operating income
|
| |
$278,972
|
| |
$285,245
|
| |
$(6,273)
|
| |
(2.2)%
|
Allowance for equity funds used during construction
|
| |
$14,159
|
| |
$8,320
|
| |
$5,839
|
| |
70.2%
|
Interest charges
|
| |
$71,303
|
| |
$69,362
|
| |
$(1,941)
|
| |
(2.8)%
|
Federal and state income tax expense
|
| |
$55,924
|
| |
$67,331
|
| |
$11,407
|
| |
16.9%
|
Net income
|
| |
$162,257
|
| |
$150,738
|
| |
$11,519
|
| |
7.6%
|
*
|
Not Meaningful
|
•
|
higher base revenue,
|
•
|
lower federal and state income tax expense,
|
•
|
higher allowance for equity funds used during construction,
|
•
|
higher other operations revenue, and
|
•
|
higher interest income.
|
•
|
higher electric customer credits,
|
•
|
higher depreciation and amortization, and
|
•
|
higher interest charges.
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
| |
|
|||
(MILLION kWh)
|
| |
2018
|
| |
2017
|
| |
FAVORABLE/
(UNFAVORABLE) |
Electric sales
|
| |
|
| |
|
| |
|
Residential
|
| |
3,780
|
| |
3,526
|
| |
7.2%
|
Commercial
|
| |
2,731
|
| |
2,650
|
| |
3.1%
|
Industrial
|
| |
2,243
|
| |
2,078
|
| |
7.9%
|
Other retail
|
| |
133
|
| |
131
|
| |
1.5%
|
Total retail
|
| |
8,887
|
| |
8,385
|
| |
6.0%
|
Sales for resale
|
| |
2,991
|
| |
2,959
|
| |
1.1%
|
Total retail and wholesale customer sales
|
| |
11,878
|
| |
11,344
|
| |
4.7%
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
| |
|
|||
(THOUSANDS)
|
| |
2018
|
| |
2017
|
| |
FAVORABLE/
(UNFAVORABLE) |
Electric sales
|
| |
|
| |
|
| |
|
Residential
|
| |
$304,708
|
| |
$286,587
|
| |
6.3%
|
Commercial
|
| |
192,781
|
| |
188,431
|
| |
2.3%
|
Industrial
|
| |
90,291
|
| |
87,528
|
| |
3.2%
|
Other retail
|
| |
10,918
|
| |
10,592
|
| |
3.1%
|
Surcharge
|
| |
23,138
|
| |
20,965
|
| |
10.4%
|
Total retail
|
| |
621,836
|
| |
594,103
|
| |
4.7%
|
Sales for resale
|
| |
56,542
|
| |
57,629
|
| |
(1.9)%
|
Total base revenue
|
| |
$678,378
|
| |
$651,732
|
| |
4.1%
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
| |
|
| |
2018 CHANGE
|
||||||
|
| |
2018
|
| |
2017
|
| |
NORMAL
|
| |
PRIOR YEAR
|
| |
NORMAL
|
Cooling degree-days
|
| |
3,311
|
| |
3,044
|
| |
2,779
|
| |
8.8%
|
| |
19.1%
|
Heating degree-days
|
| |
1,470
|
| |
1,029
|
| |
1,546
|
| |
42.9%
|
| |
(4.9)%
|
•
|
To determine assets, liabilities, and expenses relating to pension and other postretirement benefits, management must make assumptions about future trends. Assumptions and estimates include, but are not limited to, discount rates, expected return on plan assets, mortality rates, future rate of compensation increases, and medical inflation trend rates. These assumptions are reviewed and updated on an annual basis. Changes in the rates from year-to-year and newly-enacted laws could have a material effect on Cleco’s financial condition and results of operations by changing the recorded assets, liabilities, expense, or required funding of the pension plan obligation. One component of pension expense is the expected return on plan assets. It is an assumed percentage return on the market-related value of plan assets. The market-related value of plan assets differs from the fair value of plan assets by the amount of deferred asset gains or losses. Actual asset returns that differ from the expected return on plan assets are deferred and recognized in the market-related value of assets on a straight-line basis over a five-year period. The 2019 return on plan assets was 22.17% compared to an expected long-term return of 6.55%. For 2018, the plan assets had a negative return of (7.31)% compared to an expected long-term return of 5.86%. For the calculation of the 2020 periodic expense, Cleco decreased the expected long-term return on plan assets to 5.91%.
|
ACTUARIAL ASSUMPTION
(THOUSANDS) |
| |
CHANGE IN
ASSUMPTION |
| |
CHANGE IN
PROJECTED BENEFIT OBLIGATION |
| |
CHANGE IN
ESTIMATED BENEFIT COST |
Discount rate
|
| |
0.5% increase
|
| |
$(41,744)
|
| |
$(4,323)
|
|
| |
0.5% decrease
|
| |
$46,870
|
| |
$4,775
|
Salary scale
|
| |
0.5% increase
|
| |
$8,428
|
| |
$1,669
|
|
| |
0.5% decrease
|
| |
$(7,650)
|
| |
$(1,510)
|
Expected return on assets
|
| |
0.5% increase
|
| |
$—
|
| |
$(2,113)
|
|
| |
0.5% decrease
|
| |
$—
|
| |
$2,113
|
•
|
Cleco has concluded it is probable that regulatory assets can be recovered from ratepayers in future rates. At March 31, 2020, Cleco Power had $144.7 million in regulatory assets, net. As a result of the 2016 Merger, Cleco Holdings recognized regulatory assets. At March 31, 2020, Cleco Holdings had $155.4 million of regulatory assets. Actions by the LPSC could limit the recovery of Cleco’s regulatory assets, causing Cleco to record a loss on some or all of the regulatory assets. If future recovery of costs ceases to be probable, Cleco Holdings could be required to record a loss of its regulatory assets associated with acquisition adjustments. For more information on the LPSC and regulatory assets, see “Financial Statements and Supplementary Data — Notes to the Audited Financial Statements — Note 2 — Summary of Significant Accounting Policies — Regulation,” “Note 6 — Regulatory Assets and Liabilities,” “Financial Statements and Supplementary Data — Notes to the Unaudited Interim Financial Statements — Note 6 — Regulatory Assets and Liabilities.”
|
•
|
Income tax expense and related balance sheet amounts are comprised of a “current” portion and a “deferred” portion. The current portion represents Cleco’s estimate of the income taxes payable or receivable for the current year. The deferred portion represents Cleco’s estimate of the future income tax effects of events that have been recognized in the financial statements or income tax returns in the current or prior years. Cleco makes assumptions and estimates when it records income taxes, such as its ability to deduct items on its tax returns, the timing of the deduction, and the effect of regulation on income taxes. Cleco’s income tax expense and related assets and liabilities could be affected by changes in its assumptions and estimates and by ultimate resolution of assumptions and estimates with taxing authorities. The actual results may differ from the estimated results based on these assumptions and may have a material effect on Cleco’s results of operations.
|
•
|
Cleco is currently involved in certain legal proceedings and management has estimated the probable costs for the resolution of these claims. These estimates are based on an analysis of potential results, assuming a combination of litigation and settlement assumptions. For more information on legal proceedings affecting Cleco, see “Business — Environmental Matters — Air Quality,” “Risk Factors — Operational Risks — Litigation,” “Financial Statements and Supplementary Data — Notes to the Audited Financial Statements — Note 15 — Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees — Litigation” and “Financial Statements and Supplementary Data — Notes to the Unaudited Interim Financial Statements — Note 14 — Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees — Litigation.”
|
•
|
Assets acquired and liabilities assumed in an acquired business are recorded at their estimated fair values on the date of acquisition. The difference between the purchase price amount and the net fair value of assets acquired and liabilities assumed is recognized as goodwill on the balance sheet if it exceeds the estimated fair value. On April 13, 2016, in connection with the completion of the 2016 Merger, Cleco recognized goodwill of $1.49 billion. Goodwill is required to be tested for impairment at the reporting segment level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting segment below its carrying value. Additionally, on the date of the 2016 Merger, intangible assets were recognized for fair value adjustments of the Cleco trade name and long-term wholesale power supply contracts. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment, often utilizing independent valuation experts, and involves the use of significant estimates and assumptions. Management’s judgments and estimates can materially impact the financial statements in periods after acquisition, such as through depreciation, amortization, and goodwill impairment. For more information on intangible assets and goodwill recorded in connection with the 2016 Merger, see “Financial Statements and Supplementary Data — Notes to the Audited Financial Statements — Note 17 — Intangible Assets, Intangible Liabilities, and Goodwill.”
|
•
|
The LPSC determines the ability of Cleco Power to recover prudent costs incurred in developing long-lived assets. If the LPSC were to rule that the cost of current or future long-lived assets was imprudent and not recoverable, Cleco Power could be required to write down the imprudent cost and incur a corresponding impairment loss. At March 31, 2020, the carrying value of Cleco Power’s long-lived assets was $3.60 billion. Currently, Cleco Power has concluded that none of its long-lived assets are impaired.
|
•
|
The LPSC determines the amount and type of fuel and purchased power expenses that Cleco Power can charge customers through the FAC. Changes in the determination of allowable costs already incurred by Cleco Power could cause material changes in fuel revenue. Cleco Power has FAC filings for January 2018 and thereafter that are subject to audit. Management is unable to predict or give a reasonable estimate of the possible range of the disallowance, if any, related to these filings. For more information on LPSC fuel audits, see “Financial Statements and Supplementary Data — Notes to the Audited Financial Statements — Note 15 — Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees — Litigation — LPSC Audits” and “Financial Statements and Supplementary Data — Notes to the Unaudited Interim Financial Statements — Note 14 — Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees — Litigation — LPSC Audits.” For information on fuel revenue, see “— Results of Operations — Comparison of the Years Ended December 31, 2019, and 2018 — Cleco Power — Significant Factors Affecting Cleco Power — Fuel Cost Recovery/Recoverable Fuel and Power Purchased” and “— Results of Operations — Comparison of the Three Months Ended March 31, 2020, and 2019 — Cleco Power — Fuel Cost Recovery/Recoverable Fuel and Purchased Power.”
|
|
| |
SENIOR UNSECURED DEBT
|
| |
CORPORATE/LONG-TERM ISSUER
|
||||||||||||
|
| |
S&P
|
| |
MOODY’S
|
| |
FITCH
|
| |
S&P
|
| |
MOODY’S
|
| |
FITCH
|
Cleco Holdings
|
| |
BBB-
|
| |
Baa3
|
| |
BBB-
|
| |
BBB-
|
| |
Baa3
|
| |
BBB-
|
Cleco Power
|
| |
BBB+
|
| |
A3
|
| |
BBB+
|
| |
BBB+
|
| |
A3
|
| |
BBB
|
•
|
a $233.9 million increase in cash and cash equivalents, primarily due to the draws on Cleco’s credit facilities,
|
•
|
a $62.1 million decrease in long-term debt due within one year primarily due to the long-term refinancing of $50.0 million 2008 series A GO Zone bonds and the $11.1 million final principal payment on the Cleco Katrina/Rita storm recovery bonds on March 2, 2020,
|
•
|
a $50.6 million decrease in accounts payable, excluding FTR purchases, primarily due to the short-term incentive plan payments in March 2020, the timing of property tax payments, lower accruals for fuel costs, and lower MISO power purchases and load charges, and
|
•
|
a $26.2 million increase in fuel inventory primarily due to higher purchases of coal and higher deliveries of lignite at Cleco Power.
|
•
|
a $238.0 million increase in short-term debt due to draws on Cleco’s $475.0 million credit facilities,
|
•
|
a $22.7 million increase in accrued interest primarily due to the timing of interest payments on long-term debt,
|
•
|
a $15.0 million increase in taxes payable primarily due to accruals of property taxes and higher provisions for income taxes,
|
•
|
an $11.8 million decrease in customer accounts receivable primarily due to a decrease in customer usage, a decrease in fuel surcharges, the timing of customer collections, and the absence of the Cleco Katrina/Rita storm restoration surcharge,
|
•
|
a $10.7 million decrease in cash surrender value of life insurance policies primarily due to market changes,
|
•
|
a $7.0 million decrease in restricted cash and cash equivalents, and
|
•
|
a $6.9 million decrease in accumulated deferred fuel, excluding Cleco Power FTRs, primarily due to the timing of collections.
|
•
|
a $104.9 million increase in long-term debt due within one year primarily due to $63.3 million of principal payments on Cleco Holdings’ debt as required by the Cleco Cajun Transaction commitments to the LPSC, $50.0 million of GO Zone bonds with a mandatory tender in May 2020, partially offset by $9.5 million of lower principal payments for the Cleco Katrina/Rita storm recovery bonds due to the bonds maturing in March 2020,
|
•
|
a $33.8 million increase in affiliate accounts payable primarily for amounts due to Cleco Group for affiliate settlement of taxes payable,
|
•
|
a $14.1 million increase in other current liabilities primarily due to additional liabilities incurred as a result of the Cleco Cajun Transaction,
|
•
|
a $10.0 million decrease in accumulated deferred fuel, excluding FTRs, primarily due to the timing of collections at Cleco Power, partially offset by additional deferrals through a fuel surcharge at Cleco Power, and
|
•
|
a $6.6 million increase in accounts payable, excluding Cleco Power FTR purchases, primarily due to higher accruals related to the Cleco Cajun Transaction, partially offset by lower accruals of operating and maintenance expenses and lower capital expenditures as a result of several Cleco Power capital projects being placed in service in 2019.
|
•
|
a $34.7 million decrease in taxes payable primarily due to lower provisions for income taxes and lower corporate franchise taxes,
|
•
|
a $33.5 million increase in customer accounts receivable primarily due to the addition of Cleco Cajun receivables, partially offset by credits to Cleco Power’s customers related to the TCJA,
|
•
|
a $26.2 million increase in material and supplies inventory primarily due to the addition of inventory at Cleco Cajun,
|
•
|
a $11.4 million increase in other current assets primarily due to an indemnification asset at Cleco Cajun as a result of a contingent liability assumed with the Cleco Cajun Transaction,
|
•
|
an $8.5 million increase in other accounts receivable primarily due to the addition of Cleco Cajun receivables, and
|
•
|
a $6.1 million increase in cash and cash equivalents.
|
•
|
an increase in total long-term debt of $295.1 million, as previously discussed,
|
•
|
an increase in deferred lease revenue of $49.9 million as a result of the Cleco Cajun Transaction,
|
•
|
an increase in accumulated deferred federal and state income taxes, net of $49.0 million,
|
•
|
an increase in postretirement benefit obligations of $34.2 million primarily due to lower discount rates, partially offset by a greater return on the fair value of plan assets and a contribution to the plan during 2019,
|
•
|
an increase of $33.8 million in affiliate accounts payable primarily for amounts due to Cleco Group for affiliate settlement of taxes payable,
|
•
|
an increase in intangible liabilities of $31.9 million as a result of the Cleco Cajun Transaction, and
|
•
|
an operating lease liability of $25.8 million as a result of the implementation of new accounting guidance effective January 1, 2019.
|
•
|
higher payments for fuel purchases of $24.8 million primarily due to higher purchases of petroleum coke and coal,
|
•
|
higher payout for employee benefits of $7.1 million,
|
•
|
lower net fuel and purchased power collections of $6.2 million primarily due to timing of collections at Cleco Power,
|
•
|
higher payments of $6.1 million primarily due to timing of vendor payments, and
|
•
|
higher interest payments of $3.3 million.
|
•
|
higher receipts for other accounts receivable of $8.5 million, including the timing of receipts of joint owners’ portion of generating station expenditures and
|
•
|
higher collections from Cleco Cajun customers of $6.0 million.
|
•
|
$124.0 million for the addition of Cleco Cajun operations, including receipts of $37.7 million as a result of the Cottonwood Sale Leaseback,
|
•
|
higher net fuel and purchased power collections at Cleco Power of $29.7 million primarily due to the timing of collections, and
|
•
|
lower payments for fuel purchases of $18.6 million primarily due to lower purchases of petroleum coke at Cleco Power.
|
•
|
payments for pension plan contributions of $12.3 million at Cleco Power,
|
•
|
lower receipts of $8.6 million, primarily due to the timing of receipts of Cleco Power’s joint owners’ portion of generating stations expenditures,
|
•
|
lower Cleco Power customer deposits of $7.9 million, and
|
•
|
higher interest paid on long-term debt at Cleco Holdings of $6.8 million primarily as a result of additional borrowings to finance the Cleco Cajun Transaction.
|
•
|
higher collections from customers of $25.3 million due to lower 2016 Merger credits used in 2018 and the timing of collections of accounts receivables,
|
•
|
lower payments for fuel purchases of $23.6 million primarily due to lower deliveries of lignite and petroleum coke,
|
•
|
lower payments for affiliate settlements of $18.1 million
|
•
|
lower vendor payments of $18.0 million due to timing of property tax payments, and
|
•
|
higher receipts of $8.1 million primarily due to timing of receipts of joint owners’ portion of generating station expenditures.
|
•
|
lower net fuel and power purchase collections of $30.4 million primarily due to timing of collections and
|
•
|
higher payments for employee benefits of $8.2 million.
|
•
|
the absence of payment for the acquisition of all the membership interest in South Central Generating of $962.2 million, partially offset by the absence of cash received of $147.2 million and
|
•
|
lower additions to property, plant, and equipment, net of AFUDC, of $12.3 million.
|
•
|
payment for the acquisition of all the membership interest in South Central Generating of $962.2 million, partially offset by cash received of $147.2 million and
|
•
|
higher additions to property, plant, and equipment, net of AFUDC, of $31.5 million.
|
•
|
higher additions to property, plant, and equipment, net of AFUDC, of $48.3 million,
|
•
|
the issuance of a $16.8 million note receivable, and
|
•
|
the absence of proceeds from the sale of transmission assets of $16.7 million.
|
•
|
the absence of borrowings of $400.0 million related to the financing of the Cleco Cajun Transaction in February 2019 and
|
•
|
lower contributions from Cleco Group of $384.9 million.
|
•
|
higher draws on credit facilities of $130.0 million and
|
•
|
lower payments on credit facilities of $108.0 million.
|
•
|
borrowings of $400.0 million related to the financing of the Cleco Cajun Transaction,
|
•
|
higher contributions from Cleco Group of $384.9 million,
|
•
|
the issuance of $300.0 million in senior notes at Cleco Holdings, and
|
•
|
the absence of distributions to Cleco Group of $71.4 million.
|
•
|
higher repayments of long-term debt of $371.4 million and
|
•
|
the absence of the $50.0 million issuance of senior notes in March 2018 at Cleco Power.
|
Cleco
|
| |
|
| |
|
| |
|
| |
|
PROJECT (THOUSANDS)
|
| |
2020
|
| |
%
|
| |
2020-2024
|
| |
%
|
Environmental
|
| |
$—
|
| |
—%
|
| |
$71,000
|
| |
5%
|
New business
|
| |
50,000
|
| |
17%
|
| |
169,000
|
| |
11%
|
Transmission reliability
|
| |
67,000
|
| |
22%
|
| |
222,000
|
| |
15%
|
Fuel optimization
|
| |
—
|
| |
—%
|
| |
265,000
|
| |
18%
|
General(1)
|
| |
182,000
|
| |
61%
|
| |
764,000
|
| |
51%
|
Total capital expenditures
|
| |
$299,000
|
| |
100%
|
| |
$1,491,000
|
| |
100%
|
Debt payments
|
| |
11,000
|
| |
|
| |
681,000
|
| |
|
Total capital expenditures and debt payments
|
| |
$310,000
|
| |
|
| |
$2,172,000
|
| |
|
(1)
|
Primarily consists of rehabilitation projects of older transmission, distribution, and generation assets and hardware and software upgrades at Cleco Power.
|
Cleco Power
|
| |
|
| |
|
| |
|
| |
|
PROJECT (THOUSANDS)
|
| |
2020
|
| |
%
|
| |
2020-2024
|
| |
%
|
Environmental
|
| |
$—
|
| |
—%
|
| |
$45,000
|
| |
3%
|
New business
|
| |
50,000
|
| |
18%
|
| |
169,000
|
| |
13%
|
Transmission reliability
|
| |
67,000
|
| |
25%
|
| |
222,000
|
| |
16%
|
Fuel optimization
|
| |
—
|
| |
—%
|
| |
265,000
|
| |
19%
|
General(1)
|
| |
156,000
|
| |
57%
|
| |
672,000
|
| |
49%
|
Total capital expenditures
|
| |
$273,000
|
| |
100%
|
| |
$1,373,000
|
| |
100%
|
Debt payments
|
| |
11,000
|
| |
|
| |
186,000
|
| |
|
Total capital expenditures and debt payments
|
| |
$284,000
|
| |
|
| |
$1,559,000
|
| |
|
(1)
|
Primarily consists of rehabilitation projects of older transmission, distribution, and generation assets and hardware and software upgrades.
|
|
| |
|
| |
|
| |
|
| |
|
| |
PAYMENTS DUE
BY PERIOD |
CONTRACTUAL OBLIGATIONS
(THOUSANDS) |
| |
TOTAL
|
| |
LESS THAN
ONE YEAR |
| |
1-3 YEARS
|
| |
3-5 YEARS
|
| |
MORE
THAN 5 YEARS |
Cleco
|
| |
|
| |
|
| |
|
| |
|
| |
|
Long-term debt(1)
|
| |
$4,781,024
|
| |
$141,829
|
| |
$598,210
|
| |
$542,643
|
| |
$3,498,342
|
Finance lease(2)
|
| |
34,099
|
| |
2,612
|
| |
5,222
|
| |
5,222
|
| |
21,043
|
Operating lease(3)
|
| |
36,814
|
| |
4,982
|
| |
6,730
|
| |
6,484
|
| |
18,618
|
Purchase(4)
|
| |
209,360
|
| |
120,978
|
| |
55,296
|
| |
18,612
|
| |
14,474
|
Other long-term liabilities(5)
|
| |
18,935
|
| |
5,738
|
| |
6,148
|
| |
5,249
|
| |
1,800
|
Postretirement benefits(6)
|
| |
272,906
|
| |
9,146
|
| |
42,517
|
| |
56,051
|
| |
165,192
|
Total Cleco
|
| |
$5,353,138
|
| |
$285,285
|
| |
$714,123
|
| |
$634,261
|
| |
$3,719,469
|
Cleco Power
|
| |
|
| |
|
| |
|
| |
|
| |
|
Long-term debt(1)
|
| |
$2,354,387
|
| |
$77,634
|
| |
$156,857
|
| |
$277,169
|
| |
$1,842,727
|
Finance lease(2)
|
| |
34,099
|
| |
2,612
|
| |
5,222
|
| |
5,222
|
| |
21,043
|
Operating lease(3)
|
| |
35,679
|
| |
3,960
|
| |
6,665
|
| |
6,436
|
| |
18,618
|
Purchase(4)
|
| |
127,021
|
| |
50,431
|
| |
47,857
|
| |
15,491
|
| |
13,242
|
Other long-term liabilities(5)
|
| |
10,800
|
| |
1,800
|
| |
3,600
|
| |
3,600
|
| |
1,800
|
Postretirement benefits(6)
|
| |
61,800
|
| |
—
|
| |
24,100
|
| |
37,700
|
| |
—
|
Total Cleco Power
|
| |
$2,623,786
|
| |
$136,437
|
| |
$244,301
|
| |
$345,618
|
| |
$1,897,430
|
(1)
|
For more information regarding individual long-term debt maturities, see “Financial Statements and Supplementary Data — Notes to the Audited Financial Statements — Note 9 — Debt” and “Financial Statements and Supplementary Data — Notes to the Unaudited Interim Financial Statements — Note 8 — Debt.” For Cleco, the amount above excludes the fair value adjustments related to the 2016 Merger. For Cleco and Cleco Power, the Series A GO Zone bonds with a maturity date of December 2038 but a mandatory tender of May 2020 are included in the column representative of the maturity date. Cleco’s anticipated interest payments related to long-term debt also are included in this category and do not reflect anticipated future refinancing, early redemptions, or debt issuances.
|
(2)
|
Finance leases are maintained in the ordinary course of Cleco’s business activities, including leases for barges. Cleco’s anticipated interest payments and operating fees related to finance lease obligations are also included in this category. For more information regarding these leases, see “Financial Statements and Supplementary Data — Notes to the Audited Financial Statements — Note 4 — Leases — Finance Lease.”
|
(3)
|
Operating leases are maintained in the ordinary course of Cleco’s business activities. These leases include utility systems, railcars, towboats, office space, operating facilities, and office equipment and have various terms and expiration dates from 1 to 27 years. For more information regarding Cleco’s operating leases, see “Financial Statements and Supplementary Data — Notes to the Audited Financial Statements — Note 4 — Leases.”
|
(4)
|
Significant purchase obligations for Cleco are:
|
|
Fuel Contracts: To supply a portion of the fuel requirements for Cleco’s generating plants, Cleco has entered into various commitments to obtain and deliver coal, lignite, petroleum coke, and natural gas. Some of these contracts contain provisions for price escalation and minimum purchase commitments. Generally, Cleco Power’s 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. For more information regarding fuel contracts, see “Business — Operations — Cleco Power — Fuel and Purchased Power” and “— Cleco Cajun — Fuel and Purchased Power.”
|
|
Purchase orders: Cleco has entered into purchase orders in the course of normal business activities.
|
(5)
|
Other long-term liabilities primarily consist of obligations for deferred compensation and various operating and maintenance agreements.
|
(6)
|
Postretirement benefits obligations consist of the expected required contributions for the pension plan and the estimated present value of obligations for SERP and other postretirement obligations. For more information regarding Cleco’s defined benefit pension plan, SERP, and other postretirement obligations, see “Financial Statements and Supplementary Data — Notes to the Audited Financial Statements — Note 10 — Pension Plan and Employee Benefits” and “Financial Statements and Supplementary Data — Notes to the Unaudited Interim Financial Statements — Note 9 — Pension Plan and Employee Benefits.”
|
GENERATING STATION
|
| |
YEAR OF
INITIAL OPERATION |
| |
NAMEPLATE
CAPACITY (MW)(1) |
| |
NET
CAPACITY (MW)(2) |
| |
PRIMARY
FUEL USED FOR GENERATION |
| |
GENERATION
TYPE |
Brame Energy Center
|
| |
|
| |
|
| |
|
| |
|
| |
|
Nesbitt Unit 1
|
| |
1975
|
| |
440
|
| |
424
|
| |
natural gas
|
| |
steam
|
Rodemacher Unit 2
|
| |
1982
|
| |
157(3)
|
| |
148(3)
|
| |
coal
|
| |
steam
|
Madison Unit 3
|
| |
2010
|
| |
641
|
| |
625
|
| |
petroleum coke/coal
|
| |
steam
|
Acadia Unit 1
|
| |
2002
|
| |
580
|
| |
548
|
| |
natural gas
|
| |
combined cycle
|
Coughlin Unit 6
|
| |
2000
|
| |
264
|
| |
252
|
| |
natural gas
|
| |
combined cycle
|
Coughlin Unit 7
|
| |
2000
|
| |
511
|
| |
486
|
| |
natural gas
|
| |
combined cycle
|
Teche Unit 3
|
| |
1971
|
| |
359
|
| |
327
|
| |
natural gas
|
| |
steam
|
Teche Unit 4
|
| |
2011
|
| |
33
|
| |
34
|
| |
natural gas
|
| |
combustion
|
Dolet Hills Power Station
|
| |
1986
|
| |
325(4)
|
| |
323(4)
|
| |
lignite
|
| |
steam
|
St. Mary Clean Energy Center
|
| |
2019
|
| |
50
|
| |
47
|
| |
waste heat
|
| |
steam
|
Total generating capability
|
| |
|
| |
3,360
|
| |
3,214
|
| |
|
| |
|
(1)
|
Nameplate capacity is the capacity at the start of commercial operations.
|
(2)
|
Based on capacity testing of the generating units and operational tests performed between April and August 2019. These amounts do not represent generating unit capacity for MISO planning reserve margins.
|
(3)
|
Represents Cleco Power’s 30% ownership interest in the capacity of Rodemacher Unit 2, a 523-MW generating unit.
|
(4)
|
Represents Cleco Power’s 50% ownership interest in the capacity of Dolet Hills Power Station, a 650-MW generating unit.
|
YEAR
|
| |
THOUSAND MWh
|
| |
PERCENT OF TOTAL ENERGY
REQUIREMENTS |
2019
|
| |
12,552
|
| |
103.0%
|
2018
|
| |
11,848
|
| |
94.6%
|
2017
|
| |
10,864
|
| |
91.1%
|
2016
|
| |
12,759
|
| |
103.6%
|
2015
|
| |
12,564
|
| |
100.2%
|
|
| |
|
| |
LIGNITE
|
| |
|
| |
COAL
|
| |
NATURAL GAS
|
| |
PETROLEUM COKE
|
| |
RENEWABLES
|
| |
WEIGHTED
AVERAGE COST PER MWh |
||||||
YEAR
|
| |
COST
PER MWh |
| |
PERCENT OF
GENERATION |
| |
COST
PER MWh |
| |
PERCENT OF
GENERATION |
| |
COST
PER MWh |
| |
PERCENT OF
GENERATION |
| |
COST
PER MWh |
| |
PERCENT OF
GENERATION |
| |
PERCENT OF
GENERATION |
| ||
2019
|
| |
$119.88
|
| |
4.7%
|
| |
$24.60
|
| |
11.3%
|
| |
$21.18
|
| |
69.1%
|
| |
$26.54
|
| |
14.2%
|
| |
0.7%
|
| |
$26.85
|
2018
|
| |
$93.88
|
| |
6.9%
|
| |
$22.55
|
| |
16.7%
|
| |
$26.81
|
| |
52.6%
|
| |
$26.54
|
| |
23.8%
|
| |
—
|
| |
$30.66
|
2017
|
| |
$44.70
|
| |
8.9%
|
| |
$24.75
|
| |
12.4%
|
| |
$27.19
|
| |
51.3%
|
| |
$22.50
|
| |
27.4%
|
| |
—
|
| |
$27.16
|
2016
|
| |
$50.39
|
| |
13.0%
|
| |
$28.13
|
| |
9.3%
|
| |
$20.84
|
| |
52.9%
|
| |
$18.77
|
| |
24.8%
|
| |
—
|
| |
$24.86
|
2015
|
| |
$46.87
|
| |
16.9%
|
| |
$28.68
|
| |
9.7%
|
| |
$21.37
|
| |
50.6%
|
| |
$19.80
|
| |
22.8%
|
| |
—
|
| |
$26.04
|
NATURAL GAS SUPPLIER
|
| |
2019 PURCHASES
(MMBtu) |
| |
AVERAGE
AMOUNT PURCHASED PER DAY (MMBtu) |
| |
PERCENT OF
TOTAL NATURAL GAS USED |
Tenaska Marketing Ventures
|
| |
15,891,247
|
| |
43,538
|
| |
34.0%
|
Mansfield Power and Gas
|
| |
7,531,077
|
| |
20,633
|
| |
16.1%
|
Sequent Energy Management
|
| |
4,739,467
|
| |
12,985
|
| |
10.1%
|
Shell Energy North America
|
| |
4,196,533
|
| |
11,497
|
| |
9.0%
|
DTE Energy Trading, Inc.
|
| |
2,289,367
|
| |
6,272
|
| |
4.9%
|
Range Resources
|
| |
1,856,507
|
| |
5,086
|
| |
4.0%
|
BP Energy Company
|
| |
1,666,937
|
| |
4,567
|
| |
3.6%
|
Cima Energy LP
|
| |
1,636,862
|
| |
4,485
|
| |
3.5%
|
Spire Marketing, Inc.
|
| |
1,625,726
|
| |
4,454
|
| |
3.5%
|
Kaiser Marketing Appalachian LLC
|
| |
1,195,504
|
| |
3,275
|
| |
2.6%
|
ConocoPhillips Company
|
| |
1,047,400
|
| |
2,870
|
| |
2.2%
|
NextEra Energy Resources
|
| |
1,029,363
|
| |
2,820
|
| |
2.2%
|
Others
|
| |
2,044,466
|
| |
5,601
|
| |
4.3%
|
Total
|
| |
46,750,456
|
| |
128,083
|
| |
100.0%
|
GENERATING
STATION |
| |
COMMENCEMENT
OF COMMERCIAL OPERATION |
| |
RATED
CAPACITY (MW) |
| |
NET
CAPACITY (MW)(1) |
| |
PRIMARY
FUEL USED FOR GENERATION |
| |
GENERATION
TYPE |
Bayou Cove (2)
|
| |
2002
|
| |
225(5)
|
| |
223(5)
|
| |
natural gas
|
| |
combustion
|
Big Cajun I
|
| |
|
| |
|
| |
|
| |
|
| |
|
Unit 1 and Unit 2
|
| |
1972
|
| |
220
|
| |
184
|
| |
natural gas
|
| |
steam
|
Unit 3 and Unit 4
|
| |
2001
|
| |
210
|
| |
198
|
| |
natural gas
|
| |
combustion
|
Big Cajun II
|
| |
|
| |
|
| |
|
| |
|
| |
|
Unit 1
|
| |
1981
|
| |
580
|
| |
558
|
| |
coal
|
| |
steam
|
Unit 2
|
| |
1982
|
| |
540
|
| |
574
|
| |
natural gas
|
| |
steam
|
Unit 3
|
| |
1983
|
| |
341(6)
|
| |
334(6)
|
| |
coal
|
| |
steam
|
Cottonwood (3)
|
| |
2003
|
| |
1,263
|
| |
1,155
|
| |
natural gas
|
| |
combined cycle
|
Sterlington (4)
|
| |
1971 - 1975
|
| |
176
|
| |
99
|
| |
natural gas
|
| |
combustion
|
Total generating capability
|
| |
|
| |
3,555
|
| |
3,325
|
| |
|
| |
|
(1)
|
Based on capacity testing of the generating units and operational tests performed between December 2018 and September 2019. These amounts do not represent generating unit capacity for MISO planning reserve margins.
|
(2)
|
Units 2, 3, and 4.
|
(3)
|
Units 1, 2, 3, and 4. Upon closing of the Cleco Cajun Transaction, Cottonwood Energy entered into the Cottonwood Sale Leaseback.
|
(4)
|
Units 1-4 and 6-10
|
(5)
|
Represents Cleco Cajun’s 225 MW ownership interest in the capacity of Bayou Cove, a 300-MW generating unit.
|
(6)
|
Represents Cleco Cajun’s 58% ownership interest in the capacity of Big Cajun Unit 3, a 588-MW generating unit.
|
RENEWAL DATE
|
| |
CITY/TOWN/VILLAGE
|
| |
TERM
|
| |
NUMBER OF
CUSTOMERS |
January 2019
|
| |
Jeanerette
|
| |
22 years
|
| |
2,849
|
June 2019
|
| |
Loreauville
|
| |
27 years
|
| |
384
|
July 2019
|
| |
Opelousas
|
| |
10 years
|
| |
9,604
|
December 2019
|
| |
Evergreen
|
| |
27 years
|
| |
214
|
•
|
the ability of electric utilities to recover stranded costs,
|
•
|
the impact of the TCJA on regulated public utilities,
|
•
|
the role of electric utilities, independent power producers, and competitive bidding in the purchase, construction, and operation of new generating capacity,
|
•
|
the role of electric utilities and independent transmission providers in competitive bidding in the construction of new transmission facilities,
|
•
|
the pricing of transmission service on an electric utility’s transmission system, or the cost of transmission services provided by an RTO/ISO,
|
•
|
FERC’s assessment of market power and a utility’s ability to buy generation assets,
|
•
|
mandatory transmission reliability standards,
|
•
|
NERC’s imposition of additional reliability and cybersecurity standards,
|
•
|
the authority of FERC to grant utilities the power of eminent domain,
|
•
|
increasing requirements for renewable energy sources,
|
•
|
demand response and energy efficiency standards,
|
•
|
comprehensive multi-emissions environmental regulation in the areas of air, water, and waste,
|
•
|
regulation of greenhouse gas emissions,
|
•
|
regulation of the disposal and management of CCRs from coal-fired power plants, and
|
•
|
FERC’s increased ability to impose financial penalties.
|
•
|
routine reviewing of counterparty credit quality and credit exposure,
|
•
|
entering into standard industry master agreements with specific terms and conditions for credit exposure and non-performance, and
|
•
|
exchanging guarantees or forms of cash equivalent collateral for financial assurance.
|
Cleco
|
| |
|
| |
|
|
| |
DERIVATIVES NOT DESIGNATED AS
HEDGING INSTRUMENTS |
|||
(THOUSANDS)
|
| |
BALANCE SHEET
LINE ITEM |
| |
AT MARCH 31, 2020
|
Commodity-related contracts
|
| |
|
| |
|
FTRs
|
| |
|
| |
|
Current
|
| |
Energy risk management assets
|
| |
$1,779
|
Current
|
| |
Energy risk management liabilities
|
| |
(683)
|
Other commodity derivatives
|
| |
|
| |
|
Current
|
| |
Energy risk management assets
|
| |
213
|
Current
|
| |
Energy risk management liabilities
|
| |
(9,014)
|
Non-current
|
| |
Other deferred credits
|
| |
(3,480)
|
Commodity-related contracts, net
|
| |
|
| |
$(11,185)
|
|
| |
|
| |
FOR THE THREE MONTHS ENDED MAR. 31, 2020
|
||||||
(THOUSANDS)
|
| |
AT MAR. 31, 2020
|
| |
HIGH
|
| |
LOW
|
| |
AVERAGE
|
Cleco
|
| |
$4,558
|
| |
$4,997
|
| |
$2,087
|
| |
$4,264
|
NAME OF EXECUTIVE
|
| |
POSITION AND FIVE-YEAR EMPLOYMENT HISTORY
|
Robert R. LaBorde, Jr.
|
| ||
|
| |
|
Cleco Holdings
|
| |
Chief Operations Officer since February 2019; Vice President Generation Operations & Environmental Services from April 2016 to February 2019.
|
|
| |
|
Cleco Power
|
| |
Vice President - Generation Operations from November 2012 to April 2016. (Age 52; 28 years of service)
|
|
| |
|
Justin S. Hilton
|
| |
|
|
| |
|
Cleco Power
|
| |
President since February 2019.
|
|
| |
|
Cleco Holdings
Cleco Power |
| |
Vice President MISO Operations from April 2016 to February 2019; General Manager Transmission Strategy from March 2012 to April 2016.
(Age 50; 30 years of service) |
|
| |
|
Robert E. Adrian
|
| |
|
|
| |
|
Cleco Cajun
|
| |
Chief Operating Officer since November 2018; CEO, eServices, LLC from January 2012 to November 2018.
|
|
| |
(Age 60; 1 year of service)
|
|
| |
|
J. Robert Cleghorn
|
| |
|
|
| ||
Cleco Power
|
| |
Vice President Regulatory Strategy since April 2016.
|
|
| |
|
Cleco Holdings
Cleco Power |
| |
General Manager Regulatory Strategy & Planning from March 2012 to April 2016.
(Age 61; 32 years of service) |
|
| |
|
Gregory A. Coco
|
| |
|
|
| ||
Cleco Power
|
| |
Vice President Transmission & Distribution Operations since April 2016.
|
|
| |
|
Cleco Holdings
|
| |
General Manager Brame Energy Center from March 2013 to April 2016.
|
Cleco Power
|
| |
(Age 60; 38 years of service)
|
|
| |
|
Patrick M. Dupuy
|
| |
|
|
| |
|
Cleco Holdings
|
| |
Interim Vice President Asset Optimization since February 2019; Plant Manager, Dolet Hills Power Station from November 2002 to February 2019.
|
|
| |
(Age 57; 34 years of service)
|
|
| |
|
Kristin L. Guillory
|
| |
|
|
| |
|
Cleco Cajun
|
| |
President since September 2019.
|
|
| |
|
Cleco Holdings
Cleco Power |
| |
Treasurer from February 2018 to September 2019; General Manager Finance and Assistant Treasurer from May 2016 to February 2018; Manager Finance, Risk and Analytics & Assistant Treasurer from December 2013 to May 2016.
(Age 37; 15 years of service) |
|
| |
|
NAME OF EXECUTIVE
|
| |
POSITION AND FIVE-YEAR EMPLOYMENT HISTORY
|
Sidney D. Jacobson
|
| |
|
|
| |
|
Cleco Holdings
|
| |
Vice President Risk Management since May 2020; Director Risk Management from January 2019 to May 2020; Managing Director, Pivotal Risk Advisors from October 2015 to January 2019; Partner, Energy Consulting Practice, Sungard Consulting Services from July 2011 to October 2015.
|
|
| |
(Age 53; 1 year of service)
|
|
| |
|
Jeremy J. Kliebert
|
| |
|
|
| |
|
Cleco Holdings
|
| |
Associate General Counsel since March 2019; Vice President, Deputy General Counsel, Chief Data Privacy Officer, Chief IP Counsel, and Chief Privacy Counsel, Albemarle Corporation from December 2017 to March 2019; Vice President, Deputy General Counsel, Chief IP Counsel and Data Privacy Counsel, Albemarle Corporation from January 2015 to December 2017.
|
|
| |
(Age 44; 1 year of service)
|
|
| |
|
F. Tonita Laprarie
|
| |
|
|
| |
|
Cleco Holdings
Cleco Power |
| |
Controller & Chief Accounting Officer since July 2016; General Manager Audit & Risk from March 2014 to July 2016.
|
|
| |
|
Cleco Cajun
|
| |
Controller & Chief Accounting Officer since February 2019.
|
|
| |
(Age 55; 19 years of service)
|
|
| |
|
Mark A. Madsen
|
| |
|
|
| |
|
Cleco Holdings
|
| |
Chief Digital & Information Officer since May 2019; Chief Information Officer, Vice President of IT - Waste Management Inc. from March 2010 to January 2019.
(Age 50; 1 year of service) |
|
| |
|
Sybil S. Montegut
|
| |
|
|
| |
|
Cleco Holdings
|
| |
Vice President Enterprise Analytics since May 2020; Director Innovation and Transformation from January 2020 to May 2020; General Manager Transformation Office from March 2018 to January 2020; Supervisor Corporate Analytics from May 2016 to March 2018; Senior Investor Relations Analyst from November 2012 to May 2016.
|
|
| |
(Age 42; 11 years of service)
|
|
| |
|
Normanique G. Preston
|
| |
|
|
| |
|
Cleco Holdings
|
| |
Chief Human Resources & Diversity Officer since September 2019; Vice President Human Resources from August 2018 to September 2019; Vice President - Human Resources, Dynegy, Inc. from November 2015 to June 2018.
|
|
| |
(Age 53; 1 year of service)
|
|
| |
|
Joel M. Prevost
|
| |
|
|
| |
|
Cleco Holdings
Cleco Power |
| |
Vice President Asset Management since April 2016; General Manager T&D Engineering & Construction from March 2012 to April 2016.
(Age 59; 38 years of service) |
|
| |
|
NAME OF EXECUTIVE
|
| |
POSITION AND FIVE-YEAR EMPLOYMENT HISTORY
|
Eric A. Schouest
|
| |
|
|
| |
|
Cleco Power
|
| |
Vice President Governmental Affairs since September 2019.
|
|
| |
|
Cleco Cajun
|
| |
President from February 2019 to September 2019; Interim President from May 2018 to February 2019.
|
|
| |
|
Cleco Holdings
Cleco Power |
| |
Vice President Governmental Affairs from March 2018 to May 2018; Vice President Marketing South from August 2016 to March 2018; General Manager Governmental Affairs/Regulatory Sales from February 2013 to August 2016.
(Age 55; 18 years of service) |
|
| |
|
Dean C. Sikes
|
| |
|
|
| |
|
Cleco Holdings
Cleco Power |
| |
Vice President Engineering, Construction & Project Management since April 2016; General Manager Generation Engineering & Construction from March 2013 to April 2016.
(Age 56; 32 years of service) |
|
| |
|
Vincent Sipowicz
|
| |
|
|
| |
|
Cleco Holdings
|
| |
Treasurer since May 2020; Director Investor Relations, AES Corporation from 2015 to May 2020; Director Corporate Finance/Treasury, AES Corporation from 2012 to 2015.
|
|
| |
(Age 46; <1 year of service)
|
|
| |
|
Marty A. Smith
|
| |
|
|
| |
|
Cleco Power
|
| |
Vice President Marketing since May 2018; Vice President Marketing North from January 2017 to May 2018; General Manager Distribution Engineering & Real Estate from February 2013 to April 2016.
|
|
| |
|
Cleco Holdings
|
| |
General Manager Corporate Safety from April 2016 to January 2017.
|
|
| |
(Age 58; 28 years of service)
|
|
| |
|
Russell L. Snyder
|
| |
|
|
| |
|
Cleco Power
|
| |
Vice President Generation Operations since February 2019; General Manager Southern Gas Fleet from May 2016 to February 2019; Manager - Power Plant (>500 MW) from February 2010 to May 2016.
|
|
| |
(Age 59; 35 years of service)
|
|
| |
|
Terry J. Whitmore
|
| |
|
|
| |
|
Cleco Holdings
|
| |
Vice President Transmission Services since February 2019.
|
|
| |
|
Cleco power
|
| |
General Manager Transmission Strategy from May 2016 to February 2019; Manager - Transmission Strategy & Support from March 2012 to May 2016.
|
|
| |
(Age 56; 30 years of service)
|
|
| |
|
•
|
Key Strategic Initiatives
|
○
|
Completed the START project which includes replacement of and improvement to Cleco’s enterprise business applications
|
○
|
Implemented several key elements of the safety strategy focused on improving employee and contractor safety to build a stronger safety culture which resulted in fewer recordable injuries as compared to 2018
|
○
|
Continued capture of potential cost savings identified in the 2017 benchmarking opportunity assessment
|
○
|
Increased efforts related to cybersecurity
|
○
|
Completed the human resources strategy related to succession planning as well as diversity and inclusion
|
•
|
Effective Utility Operations
|
○
|
Effectively restored power following nine storms with a total cost of $25.1 million
|
•
|
Key Capital Investments and Regulatory Outcomes
|
○
|
Completed construction on the St. Mary Clean Energy Center project, the Coughlin Pipeline project, and the Terrebonne to Bayou Vista Transmission project
|
○
|
Continuing construction on the Bayou Vista to Segura Transmission project
|
○
|
Continuing the DSMART project
|
•
|
Executives should be rewarded on performance, and incentives should align interests between management and the Company;
|
•
|
Total remuneration (the sum of base salary, annual incentives, long-term incentives, and retirement benefits) should be aligned with the market median;
|
○
|
Newly hired and/or promoted executives should be transitioned to median over time as they become more proficient in their roles;
|
•
|
The mix of fixed compensation (base salary and retirement benefits) and variable/at-risk compensation (annual incentive and long-term incentive) should align with market by emphasizing variable/at-risk compensation; and
|
•
|
The competitive market for an executive’s compensation will be based on comparable utilities and will not be adjusted for Cleco’s privately held status or location.
|
2019 PAY ELEMENT
|
| |
DESCRIPTION
|
|||
Base Salary
|
| |
•
|
| |
Fixed pay element
|
|
| |
•
|
| |
Delivered in cash
|
Annual Cash Incentive (STIP)
|
| |
•
|
| |
Performance-based annual incentive plan that pays out in cash
|
|
•
|
| |
EBITDA is primary measure for the named executive officers
|
||
|
•
|
| |
Additional metrics include safety, system reliability, customer service, generation fleet availability, and milestone measures
|
||
Long-Term Incentives
|
| |
•
|
| |
Performance-based incentive paid in cash currently with a three-year cycle
|
|
•
|
| |
Payout is contingent on average ROE and total EBITDA, each weighted at 50%
|
||
Benefits
|
| |
•
|
| |
Broad-based benefits such as group medical, dental, vision, and prescription drug coverage; basic life insurance; supplemental life insurance; dependent life insurance; accidental death and dismemberment insurance; a defined benefit pension plan (for those employees hired prior to August 1, 2007); and 401(k) Plan with a Company match for those employees hired before August 1, 2007, as well as 401(k) Plan with an enhanced benefit for those employees hired on or after August 1, 2007; same as those provided to all employees
|
Executive Benefits
|
| |
•
|
| |
SERP (closed to new participants in 2014)
|
|
•
|
| |
Nonqualified Deferred Compensation Plan
|
||
Perquisites
|
| |
•
|
| |
Limited to executive physicals, spousal/companion travel, and relocation assistance
|
•
|
establishing and overseeing the Company’s executive compensation philosophy and goals and the programs which align with those;
|
•
|
engaging and evaluating an independent compensation consultant;
|
•
|
determining if the Company’s executive compensation and benefit programs are achieving their intended purpose, being properly administered and creating proper incentives in light of the Company’s risk factors;
|
•
|
analyzing the executive compensation and benefits practices of peer companies and annually reporting to the Board or recommending for approval by the Board the overall design of the Company’s executive compensation and benefit programs;
|
•
|
annually evaluating the performance of the CEO and the CFO and recommending to the Board adjustments in the CEO and CFO’s compensation and benefits;
|
•
|
overseeing the administrative committees and periodically reviewing the Company’s benefit plans, including retirement plans;
|
•
|
annually reviewing the Committee’s charter and revising as necessary;
|
•
|
annually ensuring there is a process for talent and succession management for executives; and
|
•
|
reviewing and making recommendations on efforts to promote diversity and inclusion.
|
•
|
recommending a group of peer companies to use for market comparisons;
|
•
|
reviewing the Company’s executive compensation program, including compensation levels in relation to Company performance, pay opportunities relative to those at comparable companies, short- and long-term incentive targets and metrics, executive retirement benefits, and other executive benefits;
|
•
|
reviewing the Company’s Board of Managers compensation program;
|
•
|
reporting on emerging trends and best practices in the area of executive and Board of Manager compensation; and
|
•
|
attending the Compensation Committee meetings.
|
2019 PEER GROUP
|
||||||
ALLETE, Inc.
|
| |
Hawaiian Electric Industries, Inc.
|
| |
Pinnacle West Capital Corporation
|
Alliant Energy Corporation
|
| |
IDACORP, Inc.
|
| |
PNM Resources, Inc.
|
Avista Corporation
|
| |
NorthWestern Corporation
|
| |
Portland General Electric Company
|
Black Hills Corporation
|
| |
OGE Energy Corp.
|
| |
|
El Paso Electric Company
|
| |
Otter Tail Corporation
|
| |
|
NAME
|
| |
2019 BASE SALARY
|
| |
2019 % CHANGE
|
Mr. Fontenot
|
| |
$650,000
|
| |
13.0%
|
Mr. Hasan
|
| |
$400,000
|
| |
0.0%
|
Ms. Callis
|
| |
$285,000
|
| |
5.6%
|
Mr. Bunting
|
| |
$300,000
|
| |
22.0%
|
Mr. LaBorde
|
| |
$265,000
|
| |
10.4%
|
Mr. Hilton(1)
|
| |
$260,000
|
| |
20.9%
|
(1)
|
Mr. Hilton is a Cleco Power employee.
|
NAME
|
| |
TARGET AS % OF
BASE SALARY |
Mr. Fontenot
|
| |
100%
|
Mr. Hasan
|
| |
50%
|
Ms. Callis
|
| |
50%
|
Mr. Bunting
|
| |
50%
|
Mr. LaBorde
|
| |
50%
|
Mr. Hilton(1)
|
| |
50%
|
(1)
|
Mr. Hilton is a Cleco Power employee.
|
|
| |
CONSOLIDATED
|
| |
BUSINESS UNIT
|
| |
|
|||||||||||||||
|
| |
SAFETY
|
| |
EBITDA
|
| |
EFORd
|
| |
PEAK
EAF |
| |
CUSTOMER
SATISFACTION |
| |
LPSC
SAIDI |
| |
EBITDA
|
| |
MILESTONE
MEASURES |
Cleco Power
|
| |
10%
|
| |
20%
|
| |
10%
|
| |
15%
|
| |
|
| |
5%
|
| |
20%
|
| |
20%
|
Support Group(1)
|
| |
10%
|
| |
20%
|
| |
7.5%
|
| |
7.5%
|
| |
7.5%
|
| |
2.5%
|
| |
25%
|
| |
20%
|
Cleco Cajun
|
| |
10%
|
| |
20%
|
| |
5%
|
| |
15%
|
| |
|
| |
|
| |
30%
|
| |
20%
|
(1)
|
Support Group business unit weighting evenly split (50% of the Cleco Power weighting and 50% of the Cleco Cajun weighting)
|
SAFETY - TRIR MATRIX (5%)
|
|||
PERFORMANCE LEVEL
|
| |
% OF TRIR TARGET AWARD PAID
|
Above 0.655
|
| |
0%
|
0.586 - 0.655
|
| |
50%
|
0.515 - 0.585
|
| |
100%
|
0.444 - 0.514
|
| |
150%
|
At or below 0.443
|
| |
200%
|
2019 Result (0.490)
|
| |
150%
|
SAFETY - DART MATRIX (5%)
|
|||
PERFORMANCE LEVEL
|
| |
% OF DART TARGET AWARD PAID
|
Above 0.359
|
| |
0%
|
0.301 - 0.359
|
| |
50%
|
0.242 - 0.300
|
| |
100%
|
0.183 - 0.241
|
| |
150%
|
At or below 0.182
|
| |
200%
|
2019 Result (0.210)
|
| |
150%
|
EBITDA MATRIX - CONSOLIDATED (20%)
|
|||
PERFORMANCE LEVEL
|
| |
% OF FINANCIAL TARGET AWARD PAID
|
Below $496.3 million
|
| |
0%
|
Below $534.3 and above $496.3 million
|
| |
50%
|
Between $534.3 and $544.1 million
|
| |
100%
|
Above $544.1 and below $582.1 million
|
| |
150%
|
At or above $582.1 million
|
| |
200%
|
2019 Result - $565.1 million
|
| |
155.3%
|
EFORd MATRIX - CLECO POWER (10%)
|
|||
PERFORMANCE LEVEL
|
| |
% OF EFORd TARGET AWARD PAID
|
Above 7.33%
|
| |
0%
|
6.55% - 7.33%
|
| |
50%
|
5.75% - 6.54%
|
| |
100%
|
4.96% - 5.74%
|
| |
150%
|
At or below 4.95%
|
| |
200%
|
2019 Result (3.6%)
|
| |
200%
|
EFORd MATRIX - CLECO CAJUN (5%)
|
|||
PERFORMANCE LEVEL
|
| |
% of EFORd TARGET AWARD PAID
|
Above 13.09%
|
| |
0%
|
12.56% - 13.09%
|
| |
50%
|
12.02% - 12.55%
|
| |
100%
|
11.49% -12.01%
|
| |
150%
|
At or below 11.48%
|
| |
200%
|
2019 Result (7.5%)
|
| |
200%
|
PEAK EAF MATRIX - CLECO CAJUN (15%)
|
|||
PERFORMANCE LEVEL
|
| |
% OF PEAK EAF TARGET AWARD PAID
|
Below 88.51%
|
| |
0%
|
At or above 88.51%
|
| |
100%
|
2019 Result (96.77%)
|
| |
100%
|
CUSTOMER SATISFACTION MATRIX - CLECO POWER (15%)
|
|||
PERFORMANCE LEVEL
|
| |
% OF CUSTOMER SATISFACTION
TARGET AWARD PAID |
Below 675
|
| |
0%
|
675 - 715
|
| |
50%
|
716 - 736
|
| |
100%
|
737 - 745
|
| |
150%
|
At or above 746
|
| |
200%
|
2019 Result (717)
|
| |
100%
|
Committee Discretion
|
| |
(50)%
|
Resulting Total Payout
|
| |
50%
|
LPSC SAIDI MATRIX - CLECO POWER (5%)
|
|||
PERFORMANCE LEVEL
|
| |
% OF LPSC SAIDI TARGET AWARD PAID
|
Above 2.87
|
| |
0%
|
At or below 2.87
|
| |
100%
|
2019 Result (2.64)
|
| |
100%
|
EBITDA MATRIX - CLECO POWER (20%)
|
|||
PERFORMANCE LEVEL
|
| |
% OF FINANCIAL TARGET AWARD PAID
|
Below $407.6 million
|
| |
0%
|
Below $440.7 and above $407.6 million
|
| |
50%
|
$440.7 million
|
| |
100%
|
Above $440.7 and below $473.7 million
|
| |
150%
|
At or above $473.7 million
|
| |
200%
|
2019 Result - $438.7 million
|
| |
97.0%
|
EBITDA MATRIX - CLECO CAJUN (30%)
|
|||
PERFORMANCE LEVEL
|
| |
% OF FINANCIAL TARGET AWARD PAID
|
Below $88.7 million
|
| |
0%
|
Below $93.6 million and $88.7 million
|
| |
50%
|
Between $93.6 and $103.4 million
|
| |
100%
|
Above $103.4 and below $108.4 million
|
| |
150%
|
At or above $108.4 million
|
| |
200%
|
2019 Result - $126.4 million
|
| |
200%
|
MILESTONE MEASURES (20%)
|
|||
2019 RESULTS
|
| |
% OF MILESTONE TARGET AWARD PAID
|
Cleco Power
|
| |
70%
|
Support Group
|
| |
70%
|
Cleco Cajun
|
| |
100%
|
|
| |
% OF TARGET
|
| |
x
|
| |
AWARD LEVEL
|
| |
=
|
| |
% OF PAYOUT
|
Safety Consolidated
|
| |
10%
|
| |
|
| |
150%
|
| |
|
| |
15%
|
EBITDA Consolidated
|
| |
20%
|
| |
|
| |
155.3%
|
| |
|
| |
31.1%
|
EFORd
|
| |
10%
|
| |
|
| |
200%
|
| |
|
| |
20%
|
Customer Satisfaction
|
| |
15%
|
| |
|
| |
50%
|
| |
|
| |
7.5%
|
LPSC SAIDI
|
| |
5%
|
| |
|
| |
100%
|
| |
|
| |
5%
|
EBITDA
|
| |
20%
|
| |
|
| |
97%
|
| |
|
| |
19.4%
|
Milestone Measures
|
| |
20%
|
| |
|
| |
70%
|
| |
|
| |
14%
|
Total
|
| |
100%
|
| |
|
| |
|
| |
|
| |
112%
|
|
| |
% OF TARGET
|
| |
x
|
| |
AWARD LEVEL
|
| |
=
|
| |
% OF PAYOUT
|
Safety Consolidated
|
| |
10%
|
| |
|
| |
150%
|
| |
|
| |
15%
|
EBITDA Consolidated
|
| |
20%
|
| |
|
| |
155.3%
|
| |
|
| |
31.1%
|
EFORd
|
| |
7.5%
|
| |
|
| |
200%
|
| |
|
| |
15%
|
Peak EAF
|
| |
7.5%
|
| |
|
| |
100%
|
| |
|
| |
7.5%
|
Customer Satisfaction
|
| |
7.5%
|
| |
|
| |
50%
|
| |
|
| |
3.7%
|
LPSC SAIDI
|
| |
2.5%
|
| |
|
| |
100%
|
| |
|
| |
2.5%
|
EBITDA
|
| |
25%
|
| |
|
| |
158.9%
|
| |
|
| |
39.7%
|
Milestone Measures
|
| |
20%
|
| |
|
| |
70%
|
| |
|
| |
14%
|
Total
|
| |
100%
|
| |
|
| |
|
| |
|
| |
128.5%
|
|
| |
% OF TARGET
|
| |
x
|
| |
AWARD LEVEL
|
| |
=
|
| |
% OF PAYOUT
|
Safety Consolidated
|
| |
10%
|
| |
|
| |
150%
|
| |
|
| |
15%
|
EBITDA Consolidated
|
| |
20%
|
| |
|
| |
155.3%
|
| |
|
| |
31.1%
|
EFORd
|
| |
5%
|
| |
|
| |
200%
|
| |
|
| |
10%
|
Peak EAF
|
| |
15%
|
| |
|
| |
100%
|
| |
|
| |
15%
|
EBITDA
|
| |
30%
|
| |
|
| |
200%
|
| |
|
| |
60%
|
Milestone Measures
|
| |
20%
|
| |
|
| |
100%
|
| |
|
| |
20%
|
Total
|
| |
100%
|
| |
|
| |
|
| |
|
| |
151.1%
|
NAME
|
| |
TARGET AS % OF BASE SALARY
|
Mr. Fontenot
|
| |
231%
|
Mr. Hasan
|
| |
110%
|
Ms. Callis
|
| |
110%
|
Mr. Bunting
|
| |
110%
|
Mr. LaBorde
|
| |
110%
|
Mr. Hilton
|
| |
110%
|
•
|
Executive officer physicals - as a condition of receiving their STIP award, we require and pay for an annual physical for the executive officers and their spouses;
|
•
|
Spousal/companion travel - in connection with the various industry, governmental, civic, and entertainment activities of the executive officers, we pay for spousal/companion travel associated with such events;
|
•
|
Relocation program - in addition to the standard relocation policy available to all employees, we maintain a policy whereby the executive officers and other key employees may request that the Company pay real estate agent and certain other closing fees should the officer or key employee sell his/her primary residence or that the Company purchase the executive officer’s or key employee’s primary residence at the greater of its documented cost (not to exceed 120% of the original purchase price) or average appraised value. Typically, this occurs when an executive officer or key employee relocates at the Company’s request; and
|
•
|
Purchase program - under the Executive Severance Plan, a covered executive officer may request the Company to purchase his/her primary residence in the event he or she is involuntarily terminated without cause or separates for good reason, either in connection with a change in control and further provided the executive officer relocates more than 100 miles from the residence to be purchased. Limits on the purchase amount are the same as the relocation program described above.
|
•
|
Annual compensation expense for each named executive officer - this includes the rate of change in total cash compensation from year-to-year; the annual periodic cost of providing retirement benefits; and the annual cost of providing other benefits such as health insurance, as well as the status of any deferred compensation.
|
•
|
Reportable compensation - to further evaluate total compensation; to evaluate total compensation of the CEO compared to the other executive officers; and to otherwise evaluate internal equity among the named officers.
|
•
|
Post-employment payments - reviewed pursuant to the potential separation events discussed in “Potential Payments at Termination or Change in Control.”
|
•
|
the Compensation Committee reviews the design of the executive compensation program to ensure an appropriate balance between business risk and resulting compensation;
|
•
|
the Compensation Committee allocates pay mix between base salary and performance-based pay to provide a balance of incentives;
|
•
|
the design of the incentive measures is structured to align management’s actions with the interests of the investors;
|
•
|
incentive payments are dependent on the Company’s performance measured against pre-established targets and goals and/or compared to the performance of companies in the Peer Group;
|
•
|
the range and sensitivity of potential payouts relative to target performance are reasonable;
|
•
|
the Compensation Committee imposes checks and balances on the payment of compensation discussed herein;
|
•
|
detailed processes establish the Company’s financial performance measures under its incentive plans; and
|
•
|
incentive targets are designed to be challenging, yet achievable, to mitigate the potential for excessive risk-taking behaviors.
|
NAME AND PRINCIPAL
POSITION |
| |
YEAR
|
| |
SALARY
($) |
| |
BONUS
($) |
| |
NON-EQUITY
INCENTIVE PLAN COMPENSATION ($) |
| |
CHANGE IN
PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)(1) |
| |
ALL OTHER
COMPENSATION ($) |
| |
TOTAL
($) |
A
|
| |
B
|
| |
C
|
| |
D
|
| |
E
|
| |
F
|
| |
G
|
| |
H
|
William G. Fontenot,
President & CEO |
| |
2019
|
| |
$639,616
|
| |
$345,000
|
| |
$1,171,839
|
| |
$1,402,994
|
| |
$17,293
|
| |
$3,576,742
|
|
2018
|
| |
$552,885
|
| |
$0
|
| |
$819,412
|
| |
$0
|
| |
$12,921
|
| |
$1,385,218
|
||
|
2017
|
| |
$362,904
|
| |
$0
|
| |
$475,460
|
| |
$2,552,193
|
| |
$13,681
|
| |
$3,404,238
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Kazi K. Hasan,
CFO |
| |
2019
|
| |
$400,008
|
| |
$0
|
| |
$257,005
|
| |
$0
|
| |
$31,324
|
| |
$688,337
|
|
2018
|
| |
$46,155
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$942
|
| |
$47,097
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Julia E. Callis,(2)
Former Chief Compliance Officer & General Counsel |
| |
2019
|
| |
$282,923
|
| |
$67,500
|
| |
$479,222
|
| |
$544,561
|
| |
$13,762
|
| |
$1,387,968
|
|
2018
|
| |
$268,846
|
| |
$0
|
| |
$486,712
|
| |
$0
|
| |
$13,616
|
| |
$769,174
|
||
|
2017
|
| |
$253,462
|
| |
$0
|
| |
$285,550
|
| |
$439,225
|
| |
$20,292
|
| |
$998,529
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Anthony L. Bunting,
Chief Transformation Officer |
| |
2019
|
| |
$292,523
|
| |
$61,500
|
| |
$465,619
|
| |
$598,968
|
| |
$21,262
|
| |
$1,439,872
|
|
2018
|
| |
$245,389
|
| |
$0
|
| |
$452,027
|
| |
$886,982
|
| |
$18,806
|
| |
$1,603,204
|
||
|
2017
|
| |
$237,431
|
| |
$0
|
| |
$293,520
|
| |
$562,686
|
| |
$11,712
|
| |
$1,105,349
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Robert R. LaBorde Jr.,
Chief Operations Officer |
| |
2019
|
| |
$261,539
|
| |
$60,000
|
| |
$363,152
|
| |
$519,366
|
| |
$12,703
|
| |
$1,216,760
|
|
2018
|
| |
$239,231
|
| |
$0
|
| |
$356,506
|
| |
$0
|
| |
$28,490
|
| |
$624,227
|
||
|
2017
|
| |
$229,385
|
| |
$0
|
| |
$197,844
|
| |
$374,676
|
| |
$13,705
|
| |
$815,610
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Justin S. Hilton,
President - Cleco Power |
| |
2019
|
| |
$253,769
|
| |
$107,500
|
| |
$269,359
|
| |
$381,155
|
| |
$7,033
|
| |
$1,018,816
|
(1)
|
Amounts in this column include the change in pension value year over year. For 2019, this amount includes the change in pension value from 2018 to 2019. Negative changes in the pension value year over year are reported as $0.
|
(2)
|
Ms. Callis resigned from Cleco effective March 13, 2020.
|
•
|
Column C, “Salary;” Column D, “Bonus;” Column E, “Non-Equity Incentive Plan Compensation;” and Column G, “All Other Compensation” represent cash compensation earned by the named executive in 2019, 2018, or 2017.
|
•
|
The amounts shown in Column F, “Change in Pension Value and Nonqualified Deferred Compensation Earnings,” represent changes in the actuarial value of accrued benefits during 2019, 2018, and 2017
|
•
|
Contributions by Cleco under the 401(k) Plan on behalf of the named executive officers;
|
•
|
Term life insurance premiums paid for the benefit of the named executive officers;
|
•
|
Spousal travel;
|
•
|
For 2019, for Mr. Hasan, moving expenses reimbursed by the Company; and
|
•
|
Federal Insurance Contributions Act (“FICA”) tax due currently and paid by the Company on the annual increase in the named executive officers’ future SERP benefits.
|
|
| |
MR. FONTENOT
|
| |
MR. HASAN
|
| |
MS. CALLIS
|
| |
MR. BUNTING
|
| |
MR. LABORDE
|
| |
MR. HILTON
|
Cleco Contributions to 401(k) Plan
|
| |
$11,200
|
| |
$16,000
|
| |
$12,918
|
| |
$9,554
|
| |
$12,141
|
| |
$6,515
|
Taxable Group Term Life Insurance
|
| |
830
|
| |
158
|
| |
350
|
| |
1,382
|
| |
350
|
| |
350
|
Spousal Travel
|
| |
5,263
|
| |
145
|
| |
0
|
| |
0
|
| |
0
|
| |
168
|
Moving Expenses
|
| |
0
|
| |
15,021
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
FICA Tax on SERP
|
| |
0
|
| |
0
|
| |
494
|
| |
10,325
|
| |
211
|
| |
0
|
Total Other Compensation
|
| |
$17,293
|
| |
$31,324
|
| |
$13,762
|
| |
$21,261
|
| |
$12,702
|
| |
$7,033
|
|
| |
|
| |
ESTIMATED FUTURE PAYMENTS
UNDER NON-EQUITY INCENTIVE PLAN AWARDS (STIP) |
| |
ESTIMATED FUTURE PAYMENTS
UNDER NON-EQUITY INCENTIVE PLAN AWARDS (2019-2021 LTIP GRANT) |
||||||||||||
NAME
|
| |
GRANT DATE
|
| |
THRESHOLD ($)
|
| |
TARGET ($)
|
| |
MAXIMUM ($)
|
| |
THRESHOLD ($)
|
| |
TARGET ($)
|
| |
MAXIMUM ($)
|
A
|
| |
B
|
| |
C
|
| |
D
|
| |
E
|
| |
F
|
| |
G
|
| |
H
|
Mr. Fontenot
|
| |
01/01/19
|
| |
$0
|
| |
$650,000
|
| |
$1,300,000
|
| |
$0
|
| |
$1,500,000
|
| |
$3,000,000
|
Mr. Hasan
|
| |
01/01/19
|
| |
$0
|
| |
$200,000
|
| |
$400,000
|
| |
$0
|
| |
$440,000
|
| |
$880,000
|
Ms. Callis
|
| |
01/01/19
|
| |
$0
|
| |
$142,500
|
| |
$285,000
|
| |
$0
|
| |
$313,500
|
| |
$627,000
|
Mr. Bunting
|
| |
01/01/19
|
| |
$0
|
| |
$150,000
|
| |
$300,000
|
| |
$0
|
| |
$330,000
|
| |
$660,000
|
Mr. LaBorde
|
| |
01/01/19
|
| |
$0
|
| |
$132,500
|
| |
$265,000
|
| |
$0
|
| |
$291,500
|
| |
$583,000
|
Mr. Hilton
|
| |
01/01/19
|
| |
$0
|
| |
$130,000
|
| |
$260,000
|
| |
$0
|
| |
$286,000
|
| |
$572,000
|
NAME
|
| |
PLAN NAME (s)
|
| |
NUMBER OF
YEARS OF CREDITED SERVICE (#) |
| |
PRESENT VALUE
OF ACCUMULATED BENEFIT ($) |
| |
PAYMENTS
DURING LAST FISCAL YEAR ($) |
Mr. Fontenot
|
| |
Cleco Corporate Holdings LLC Pension Plan
|
| |
33
|
| |
$2,016,802
|
| |
$0
|
|
| |
Cleco Corporation SERP
|
| |
33
|
| |
$4,563,348
|
| |
$0
|
Mr. Hasan(1)
|
| |
Cleco Corporate Holdings LLC Pension Plan
|
| |
0
|
| |
$0
|
| |
$0
|
|
| |
Cleco Corporation SERP
|
| |
0
|
| |
$0
|
| |
$0
|
Ms. Callis(2)
|
| |
Cleco Corporate Holdings LLC Pension Plan
|
| |
0
|
| |
$0
|
| |
$0
|
|
| |
Cleco Corporation SERP
|
| |
12
|
| |
$2,229,935
|
| |
$0
|
Mr. Bunting
|
| |
Cleco Corporate Holdings LLC Pension Plan
|
| |
27
|
| |
$1,848,982
|
| |
$0
|
|
| |
Cleco Corporation SERP
|
| |
27
|
| |
$3,345,583
|
| |
$0
|
Mr. LaBorde(3)
|
| |
Cleco Corporate Holdings LLC Pension Plan
|
| |
16
|
| |
$609,978
|
| |
$0
|
|
| |
Cleco Corporation SERP
|
| |
11
|
| |
$1,758,151
|
| |
$0
|
Mr. Hilton(4)
|
| |
Cleco Corporate Holdings LLC Pension Plan
|
| |
30
|
| |
$1,438,362
|
| |
$0
|
|
| |
Cleco Corporation SERP
|
| |
0
|
| |
$0
|
| |
$0
|
(1)
|
Mr. Hasan is not a participant in the SERP or the Pension Plan as he was hired after both plans were closed to new participants.
|
(2)
|
Ms. Callis is not a participant in the Pension Plan as she was hired after the plan was closed to new participants.
|
(3)
|
Mr. LaBorde has prior years of service credit under the Pension Plan. He is not currently a participant in the Pension Plan because he was rehired after the Pension Plan was closed to new participants in 2007.
|
(4)
|
Mr. Hilton is not a participant in the SERP as his appointment to his current position was after the plan was closed to new participants.
|
1.
|
Defined Benefit = Annual Benefit + Supplement Benefit
|
2.
|
Annual Benefit = Final Average Earnings × Years of Service × Pension Factor
|
3.
|
Supplement Benefit = (Final Average Earnings - Social Security Covered Compensation) × Years of Service × .0065
|
|
| |
ESTIMATED PAYMENTS AT 55
(OR ACTUAL ATTAINED AGE IF GREATER THAN 55) |
||||||
|
| |
PENSION
|
| |
SERP
|
| |
TOTAL
|
Mr. Fontenot
|
| |
$110,379
|
| |
$109,621
|
| |
$220,000
|
Mr. Hasan
|
| |
$0
|
| |
$0
|
| |
$0
|
Ms. Callis
|
| |
$0
|
| |
$112,036
|
| |
$112,036
|
Mr. Bunting
|
| |
$97,134
|
| |
$112,866
|
| |
$210,000
|
Mr. LaBorde
|
| |
$40,020
|
| |
$61,478
|
| |
$101,498
|
Mr. Hilton
|
| |
$93,386
|
| |
$0
|
| |
$93,386
|
NAME
|
| |
EXECUTIVE
OFFICER CONTRIBUTIONS IN 2019 ($)(1) |
| |
COMPANY
CONTRIBUTIONS IN 2019 ($) |
| |
AGGREGATE
EARNINGS IN 2019 ($)(2) |
| |
AGGREGATE
WITHDRAWALS / DISTRIBUTIONS IN 2019 ($) |
| |
AGGREGATE
BALANCE AT DECEMBER 31, 2019 ($)(3) |
A
|
| |
B
|
| |
C
|
| |
D
|
| |
E
|
| |
F
|
Mr. Fontenot
|
| |
$239,481
|
| |
$0
|
| |
$251,007
|
| |
$0
|
| |
$1,625,061
|
Mr. Hasan
|
| |
$10,000
|
| |
$0
|
| |
$877
|
| |
$0
|
| |
$10,877
|
Ms. Callis
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Mr. Bunting
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Mr. LaBorde
|
| |
$37,727
|
| |
$0
|
| |
$84,215
|
| |
$0
|
| |
$523,513
|
Mr. Hilton
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
(1)
|
The amounts in Column B represent deferrals of salary and non-equity incentive compensation payments made to the named executive officers during 2019 and are included in the amounts shown in Columns C and G, respectively, of the Summary Compensation Table.
|
(2)
|
The aggregate earnings shown in Column D are not included in the Summary Compensation Table. Negative returns are reflected as zero.
|
(3)
|
The aggregate balances shown in Column F include amounts reported as salary and non-equity incentive compensation payments in the Summary Compensation Table for the current fiscal year, as well as previous years and the earnings on those amounts.
|
•
|
Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than the Company or an affiliate or any “person” who on the effective date of this plan is a director, officer, or is the “beneficial owner” (as determined in Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the combined voting power of outstanding securities of the Company or an employee stock ownership plan (within the meaning of IRC Section 4975(e)(7)) sponsored by the Company or an affiliate, is or becomes the “beneficial owner” (as determined in Rule 13d-3 promulgated under the Exchange Act) of 80% or more of the combined voting power of the outstanding securities of the Company;
|
•
|
The Company is party to a merger or consolidation with another entity and, as a result of such transaction, 80% or more of the combined voting power of outstanding securities of the Company or its successor in the merger (or a direct or indirect parent company of the Company or its successor in the merger) is owned in the aggregate by persons who were not “beneficial owners” (as determined in Rule 13d-3 promulgated under the Exchange Act) of securities of the Company immediately before such transaction;
|
•
|
The Company sells, leases, or otherwise disposes of, in one transaction or in a series of related transactions, all or substantially all of its assets;
|
•
|
The owners of the Company approve a plan of dissolution or liquidation; or
|
•
|
All or substantially all of the assets or the issued and outstanding membership interests of Cleco Power is sold, leased or otherwise disposed of in one or a series of related transactions to a person, other than the Company or an affiliate.
|
Mr. Fontenot
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
VALUE OF PAYMENT/BENEFIT
|
| |
TERMINATION
BY EXECUTIVE |
| |
DISABILITY
|
| |
DEATH
|
| |
RETIREMENT
|
| |
CONSTRUCTIVE
TERMINATION |
| |
TERMINATION
FOR CAUSE |
| |
CHANGE
IN CONTROL |
Cash Severance
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$650,000
|
| |
$0
|
| |
$1,845,349
|
Annual Cash
Bonus |
| |
$0
|
| |
$821,907
|
| |
$821,907
|
| |
$821,907
|
| |
$821,907
|
| |
$0
|
| |
$0
|
Long-Term Incentive
|
| |
$0
|
| |
$1,683,265
|
| |
$1,683,265
|
| |
$1,683,265
|
| |
$1,683,265
|
| |
$0
|
| |
$3,099,932
|
Cash Payment in Lieu of Outplacement Services
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$50,000
|
| |
$0
|
| |
$0
|
Present Value of Incremental SERP Payments(1)
|
| |
$0
|
| |
$886,726
|
| |
$3,239,523
|
| |
$0
|
| |
$0
|
| |
$(2,267,297)
|
| |
$1,944,376
|
SERP Supplemental Death Benefit
|
| |
$0
|
| |
$0
|
| |
$1,661,540
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Purchase of Principal Residence/
Relocation |
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$83,500
|
COBRA Medical Coverage
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$34,990
|
| |
$0
|
| |
$46,653
|
Total Incremental Value
|
| |
$0
|
| |
$3,391,898
|
| |
$7,406,235
|
| |
$2,505,172
|
| |
$3,240,162
|
| |
$(2,267,297)
|
| |
$7,019,810
|
(1)
|
As of December 31, 2019, Mr. Fontenot was vested in SERP payments, which would be forfeited upon termination for cause.
|
Mr. Hasan
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
VALUE OF
PAYMENT/BENEFIT |
| |
TERMINATION
BY EXECUTIVE |
| |
DISABILITY
|
| |
DEATH
|
| |
RETIREMENT(1)
|
| |
CONSTRUCTIVE
TERMINATION |
| |
TERMINATION
FOR CAUSE |
| |
CHANGE
IN CONTROL |
Cash Severance
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$400,000
|
| |
$0
|
| |
$800,000
|
Annual Cash
Bonus |
| |
$0
|
| |
$257,005
|
| |
$257,005
|
| |
$0
|
| |
$257,005
|
| |
$0
|
| |
$0
|
Long-Term Incentive
|
| |
$0
|
| |
$146,667
|
| |
$146,667
|
| |
$0
|
| |
$146,667
|
| |
$0
|
| |
$440,000
|
Cash Payment in Lieu of Outplacement Services
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$25,000
|
| |
$0
|
| |
$0
|
Present Value of Incremental SERP Payments
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
SERP Supplemental Death Benefit
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Purchase of Principal Residence/Relocation Expenses
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$83,500
|
COBRA Medical Coverage
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$34,990
|
| |
$0
|
| |
$46,653
|
Total Incremental Value
|
| |
$0
|
| |
$403,672
|
| |
$403,672
|
| |
$0
|
| |
$863,662
|
| |
$0
|
| |
$1,370,153
|
(1)
|
As of December 31, 2019, Mr. Hasan was not eligible for retirement.
|
Ms. Callis (1)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
VALUE OF PAYMENT/BENEFIT
|
| |
TERMINATION
BY EXECUTIVE |
| |
DISABILITY
|
| |
DEATH
|
| |
RETIREMENT(2)
|
| |
CONSTRUCTIVE
TERMINATION |
| |
TERMINATION
FOR CAUSE |
| |
CHANGE
IN CONTROL |
Cash Severance
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$285,000
|
| |
$0
|
| |
$830,461
|
Annual Cash
Bonus |
| |
$0
|
| |
$181,779
|
| |
$181,779
|
| |
$0
|
| |
$181,779
|
| |
$0
|
| |
$0
|
Long-Term Incentive
|
| |
$0
|
| |
$599,943
|
| |
$599,943
|
| |
$0
|
| |
$599,943
|
| |
$0
|
| |
$907,943
|
Cash Payment in Lieu of Outplacement Services
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$25,000
|
| |
$0
|
| |
$0
|
Present Value of Incremental SERP Payments(3)
|
| |
$0
|
| |
$1,473,252
|
| |
$976,101
|
| |
$0
|
| |
$0
|
| |
$(2,155,924)
|
| |
$414,080
|
SERP Supplemental Death Benefit
|
| |
$0
|
| |
$0
|
| |
$734,713
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Purchase of Principal Residence/Relocation Expenses
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$83,500
|
COBRA Medical Coverage
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$20,322
|
| |
$0
|
| |
$27,096
|
Total Incremental Value
|
| |
$0
|
| |
$2,254,974
|
| |
$2,492,536
|
| |
$0
|
| |
$1,112,044
|
| |
$(2,155,924)
|
| |
$2,263,080
|
(1)
|
Ms. Callis resigned from Cleco effective March 13, 2020.
|
(2)
|
As of December 31, 2019, Ms. Callis was not eligible for retirement.
|
(3)
|
As of December 31, 2019, Ms. Callis was vested in SERP payments, which would be forfeited upon termination for cause.
|
Mr. Bunting
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
VALUE OF PAYMENT/BENEFIT
|
| |
TERMINATION
BY EXECUTIVE |
| |
DISABILITY
|
| |
DEATH
|
| |
RETIREMENT
|
| |
CONSTRUCTIVE
TERMINATION |
| |
TERMINATION
FOR CAUSE |
| |
CHANGE
IN CONTROL |
Cash Severance
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$300,000
|
| |
$0
|
| |
$852,985
|
Annual Cash
Bonus |
| |
$0
|
| |
$187,947
|
| |
$187,947
|
| |
$187,947
|
| |
187,947
|
| |
$0
|
| |
$0
|
Long-Term Incentive
|
| |
$0
|
| |
$568,072
|
| |
$568,072
|
| |
$568,072
|
| |
568,072
|
| |
$0
|
| |
$878,272
|
Cash Payment in Lieu of Outplacement Services
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
25,000
|
| |
$0
|
| |
$0
|
Present Value of Incremental SERP Payments(1)
|
| |
$0
|
| |
$474,070
|
| |
$1,699,756
|
| |
$0
|
| |
0
|
| |
$(2,315,525)
|
| |
$913,669
|
SERP Supplemental Death Benefit
|
| |
$0
|
| |
$0
|
| |
$760,155
|
| |
$0
|
| |
0
|
| |
$0
|
| |
$0
|
Purchase of Principal Residence/Relocation Expenses
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
0
|
| |
$0
|
| |
$83,500
|
COBRA Medical Coverage
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
22,207
|
| |
$0
|
| |
$29,610
|
Total Incremental Value
|
| |
$0
|
| |
$1,230,089
|
| |
$3,215,930
|
| |
$756,019
|
| |
$1,103,226
|
| |
$(2,315,525)
|
| |
$2,758,036
|
(1)
|
As of December 31, 2019, Mr. Bunting was vested in SERP payments, which would be forfeited upon termination for cause.
|
Mr. LaBorde
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
VALUE OF PAYMENT/BENEFIT
|
| |
TERMINATION
BY EXECUTIVE |
| |
DISABILITY
|
| |
DEATH
|
| |
RETIREMENT(1)
|
| |
CONSTRUCTIVE
TERMINATION |
| |
TERMINATION
FOR CAUSE |
| |
CHANGE
IN CONTROL |
Cash Severance
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$265,000
|
| |
$0
|
| |
$798,475
|
Annual Cash
Bonus |
| |
$0
|
| |
$168,038
|
| |
$168,038
|
| |
$0
|
| |
$168,038
|
| |
$0
|
| |
$0
|
Long-Term Incentive
|
| |
$0
|
| |
$420,281
|
| |
$420,281
|
| |
$0
|
| |
$420,281
|
| |
$0
|
| |
$678,614
|
Cash Payment in Lieu of Outplacement Services
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$25,000
|
| |
$0
|
| |
$0
|
Present Value of Incremental SERP Payments(2)
|
| |
$0
|
| |
$1,413,217
|
| |
$1,287,704
|
| |
$0
|
| |
$0
|
| |
$(1,168,675)
|
| |
$381,752
|
SERP Supplemental Death Benefit
|
| |
$0
|
| |
$0
|
| |
$652,154
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Purchase of Principal Residence/Relocation Expenses
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$83,500
|
COBRA Medical Coverage
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$30,691
|
| |
$0
|
| |
$40,922
|
Total Incremental Value
|
| |
$0
|
| |
$2,001,536
|
| |
$2,528,177
|
| |
$0
|
| |
$909,010
|
| |
$(1,168,675)
|
| |
$1,983,263
|
(1)
|
As of December 31, 2019, Mr. LaBorde was not eligible for retirement.
|
(2)
|
As of December 31, 2019, Mr. LaBorde was vested in SERP payments, which would be forfeited upon termination for cause.
|
Mr. Hilton
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
VALUE OF PAYMENT/BENEFIT
|
| |
TERMINATION
BY EXECUTIVE |
| |
DISABILITY
|
| |
DEATH
|
| |
RETIREMENT(1)
|
| |
CONSTRUCTIVE
TERMINATION |
| |
TERMINATION
FOR CAUSE |
| |
CHANGE
IN CONTROL |
Cash Severance
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$260,000
|
| |
$0
|
| |
$732,925
|
Annual Cash
Bonus |
| |
$0
|
| |
$142,111
|
| |
$142,111
|
| |
$0
|
| |
$142,111
|
| |
$0
|
| |
$0
|
Long-Term Incentive
|
| |
$0
|
| |
$308,581
|
| |
$308,581
|
| |
$0
|
| |
$308,581
|
| |
$0
|
| |
$542,248
|
Cash Payment in Lieu of Outplacement Services
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$25,000
|
| |
$0
|
| |
$0
|
Present Value of Incremental SERP Payments
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
SERP Supplemental Death Benefit
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Purchase of Principal Residence/Relocation Expenses
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$83,500
|
COBRA Medical Coverage
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$30,691
|
| |
$0
|
| |
$40,922
|
Total Incremental Value
|
| |
$0
|
| |
$450,692
|
| |
$450,692
|
| |
$0
|
| |
$766,383
|
| |
$0
|
| |
$1,399,595
|
(1)
|
As of December 31, 2019, Mr. Hilton was not eligible for retirement.
|
NAME(1)
|
| |
FEES EARNED OR
PAID IN CASH AND/OR STOCK ($) |
| |
TOTAL ($)
|
A
|
| |
B
|
| |
C
|
Rick Gallot
|
| |
$146,676
|
| |
$146,676
|
Randy Gilchrist
|
| |
$146,676
|
| |
$146,676
|
Peggy Scott
|
| |
$226,683
|
| |
$226,683
|
Melissa Stark
|
| |
$3,750
|
| |
$3,750
|
Bruce Wainer
|
| |
$146,676
|
| |
$146,676
|
(1)
|
Messrs. Chapman, Fronimos, Hanrahan, Leslie, Perry, Rubin, and Turner were appointed to the Boards by the Cleco Group and do not receive additional compensation for their service on the Boards.
|
•
|
the holder must acquire the Exchange Notes in the ordinary course of its business;
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the holder must have no arrangements or understanding with any person to participate in the distribution of the Exchange Notes within the meaning of the Securities Act; and
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the holder must not be our “affiliate,” as that term is defined in Rule 405 of the Securities Act.
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cannot rely on the position of the Commission set forth in the no-action letters referred to above; and
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must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the Exchange Notes.
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we have registered the Exchange Notes under the Securities Act and therefore the Exchange Notes will not bear legends restricting their transfer; and
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specified rights under the registration rights agreement, including the provisions providing for payment of additional interest in specified circumstances relating to the exchange offer, will be limited or eliminated.
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to delay accepting any Outstanding Notes, for example, in order to allow for the confirmation of tendered notes or for the rectification of any irregularity or defect in the tender of Outstanding Notes;
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to extend the exchange offer;
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to terminate the exchange offer if, in our sole judgment, any of the conditions described below shall not have been satisfied; or
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to amend the terms of the exchange offer in any manner.
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the exchange offer, or the making of any exchange by a holder, violates, in our good faith determination, any applicable law, rule or regulation or any applicable interpretation of the staff of the Commission;
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any action or proceeding shall have been instituted or threatened with respect to the exchange offer which, in our reasonable judgment, would impair our ability to proceed with the exchange offer; or
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we have not obtained any governmental approval which we, in our sole discretion, exercised reasonably, consider necessary for the completion of the exchange offer as contemplated by this prospectus.
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•
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refuse to accept any Outstanding Notes and return all tendered Outstanding Notes to the tendering holders;
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extend the exchange offer and retain all Outstanding Notes tendered before the expiration of the exchange offer, subject, however, to the rights of holders to withdraw these Outstanding Notes; or
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waive unsatisfied conditions relating to the exchange offer and accept all properly tendered Outstanding Notes that have not been withdrawn.
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purchase or make offers for any Outstanding Notes that remain outstanding subsequent to the expiration date of the exchange offer; and
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to the extent permitted by applicable law, purchase Outstanding Notes in the open market, in privately negotiated transactions or otherwise.
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holders of Outstanding Notes that are DTC participants may follow the procedures for book-entry transfer as set forth under “— Book-Entry Transfer” and in the letter of transmittal; or
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Euroclear participants and Clearstream participants on behalf of the beneficial owners of Outstanding Notes are required to use book-entry transfer pursuant to the standard operating procedures of Euroclear or Clearstream. These procedures include the transmission of a computer-generated message to Euroclear or Clearstream in lieu of a letter of transmittal. See the description of “agent’s message” under “— Book-Entry Transfer.”
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the exchange agent must receive, before expiration of the exchange offer, a timely confirmation of book-entry transfer of Outstanding Notes into the exchange agent’s account at DTC, Euroclear or Clearstream according to their respective standard operating procedures for electronic tenders and a properly transmitted agent’s message as described below; or
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the exchange agent must receive any corresponding certificate or certificates representing Outstanding Notes along with the letter of transmittal.
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make appropriate arrangements to register ownership of the Outstanding Notes in its name; or
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obtain a properly completed bond power from the registered holder.
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by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or
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for the account of an eligible institution.
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the holder acquired Exchange Notes pursuant to the exchange offer in the ordinary course of its business;
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the holder has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes within the meaning of the Securities Act; and
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the holder is not our “affiliate,” as defined in Rule 405 under the Securities Act.
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the exchange agent must receive a written notice, which may be by facsimile transmission or letter, of withdrawal at the address set forth below under “Exchange Agent,” or
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for DTC, Euroclear or Clearstream participants, holders must comply with their respective standard operating procedures for electronic tenders and the exchange agent must receive an electronic notice of withdrawal from DTC, Euroclear or Clearstream.
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specify the name of the person who tendered the Outstanding Notes to be withdrawn;
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identify the Outstanding Notes to be withdrawn, including the certificate number or numbers and principal amount of the Outstanding Notes to be withdrawn;
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•
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include a statement that the person is withdrawing his election to have such Outstanding Notes exchanged;
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•
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be signed by the person who tendered the Outstanding Notes in the same manner as the original signature on the letter of transmittal, including any required signature guarantees; and
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•
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specify the name in which the Outstanding Notes are to be re-registered, if different from that of the withdrawing holder.
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•
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Exchange Notes are to be delivered to, or issued in the name of, any person other than the registered holder of the Outstanding Notes tendered;
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•
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tendered Outstanding Notes are registered in the name of any person other than the person signing the letter of transmittal; or
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•
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a transfer tax is imposed for any reason other than the exchange of Outstanding Notes in connection with the exchange offer;
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•
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holders may resell Outstanding Notes only if we register the Outstanding Notes under the Securities Act, if an exemption from registration is available, or if the transaction requires neither registration under nor an exemption from the requirements of the Securities Act; and
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the remaining Outstanding Notes will bear a legend restricting transfer in the absence of registration or an exemption.
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•
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be our general unsecured obligations;
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rank equally in right of payment with all of our other existing and future unsecured and unsubordinated indebtedness;
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be subordinated to all of our secured indebtedness, to the extent of the value of such collateral; and
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be structurally subordinated to all of the liabilities of our subsidiaries.
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accrue at the rate of 3.375% per annum;
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be payable semi-annually in arrears on each March 15 and September 15;
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be payable to the person in whose name the Notes are registered at the close of business on the March 1 and September 1 immediately preceding the applicable interest payment date, which we refer to with respect to the Notes as “regular record dates”;
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be computed on the basis of a 360-day year comprised of twelve 30-day months; and
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•
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be payable on overdue interest to the extent permitted by law at the same rate as interest is payable on principal.
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•
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100% of the principal amount of the Notes to be redeemed; or
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•
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the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such Notes matured on the Par Call Date but for the redemption (not including any portion of such payments of interest accrued to the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable treasury rate plus 30 basis points;
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•
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the yield calculated on the third business day preceding the redemption date, as follows: for the latest day that appears in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15” (or any successor publication) under the caption “Treasury Constant Maturities — Nominal,” the independent investment banker shall select two yields — one for the maturity immediately before and one for the maturity immediately after the remaining maturity of the Notes to be redeemed (assuming the Notes matured on the Par Call Date) — and shall interpolate on a straight-line basis using such yields; if there is no such maturity either before or after, the independent investment banker shall select the maturity closest to the Par Call Date that appears on the release; or
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•
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if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the applicable comparable treasury issue, calculated by the independent investment banker using a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date.
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•
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that a Change of Control Repurchase Event has occurred and that each such holder has the right to require us to repurchase all or any part of such holder’s Notes at the Change of Control Purchase Price;
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the Change of Control Purchase Price;
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•
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the Purchase Date;
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that any Note not tendered will continue to accrue interest;
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•
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the name and address of the paying agent;
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•
|
the procedures to withdraw a holder’s election to have any Notes repurchased pursuant to the Change of Control Repurchase Event; and
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•
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that holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess of $2,000.
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•
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the portion of the principal amount of any Notes to be repurchased, which must be a minimum of $2,000 or an integral multiple of $1,000 in excess thereof;
|
•
|
that such Notes are to be repurchased by us pursuant to the applicable Change of Control Repurchase Event provisions of the indenture; and
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unless the Notes are represented by one or more global Notes, the certificate numbers of the Notes to be repurchased.
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•
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either (A) we are the surviving corporation or (B) the person formed by or surviving any such consolidation or merger (if other than us) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia;
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•
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the person formed by or surviving any such consolidation or merger (if other than us) or the person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all of our obligations under the Notes and the indenture pursuant to a supplemental indenture or other documents and agreements reasonably satisfactory to the trustee;
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•
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immediately after such consolidation or merger, no event of default under the indenture exists; and
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•
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we deliver an officer’s certificate and opinion of counsel to the trustee stating that such transaction is authorized under the indenture.
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•
|
all annual and quarterly reports that would be required to be filed with the SEC on Forms 10-K and 10-Q if we were required to file such reports; and
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•
|
all current reports that would be required to be filed with the SEC on Form 8-K if we were required to file such reports.
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•
|
any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing), other than the Permitted Holders, becomes the “beneficial owners” (as used in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group will be deemed to have “beneficial ownership” of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of a majority of the total voting power of our Voting Stock, whether as a result of the issuance of our securities, any merger, consolidation, liquidation or dissolution of us or otherwise;
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•
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the sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly, of all or substantially all the assets of us and our subsidiaries, considered as a whole (other than a disposition of such assets as an entirety or virtually as an entirety to a wholly-owned subsidiary) to any person other
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•
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during any period, individuals who at the beginning of such period constituted our board of managers (for so long as our Operating Agreement, adopted April 13, 2016 (as amended from time to time, the “Operating Agreement”) is in effect, together with any replacement or new managers appointed to such board of managers in accordance with the terms of the Operating Agreement, and to the extent the terms of the Operating Agreement are no longer in effect, together with any new managers whose election or appointment by such board of managers or whose nomination for election by our members was approved by a vote of a majority of the managers then still in office who were either managers at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of our board of managers then in office; or
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•
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our members approve any plan of liquidation or dissolution of us.
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•
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obligations for money borrowed, other than unamortized debt discount or premium;
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•
|
obligations evidenced by a note or similar instrument given in connection with the acquisition of any business, properties or assets of any kind;
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•
|
obligations as lessee under a capital lease;
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•
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any amendments, renewals, extensions, modifications and refundings of any such indebtedness or obligations listed in the three immediately preceding bullet points; and
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•
|
all guarantees of such person in respect of obligations of the kind referred to above.
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•
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mechanics’, materialmen’s, workers’, repairmens, employees’, warehousemen’s, carriers’ or other like Liens arising in the ordinary course of business or under Governmental Rules securing obligations which are not yet due, or which are adequately bonded and which are being contested pursuant to the Permitted Contest Conditions;
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•
|
Liens for Taxes, assessments or governmental charges, which are not yet due or which are being contested pursuant to the Permitted Contest Conditions;
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•
|
Liens arising out of judgments or awards fully covered by insurance or with respect to which an appeal or proceeding for review is being prosecuted pursuant to the Permitted Contest Conditions;
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•
|
Liens arising in the ordinary course of business from netting services, overdraft protection, banking services obligations and otherwise in connection with deposit, securities and commodities accounts;
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•
|
Liens securing judgments that do not constitute an event of default described in the last bullet of “— Events of Default”;
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•
|
zoning, building and other generally applicable land use restrictions, which, in the aggregate, do not in any case materially interfere with the ordinary conduct of our business;
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•
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Liens that have been placed by a third party on the fee title of leased real property or property over which we have easement rights, and subordination or similar agreements relating thereto;
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•
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Liens securing Indebtedness in an aggregate principal amount not to exceed 15% of the Fair Market Value of our property and assets;
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•
|
agreements for an obligation (other than repayment of borrowed money) relating to the joint or common ownership, operation, and use of property, including Liens under joint venture or similar agreements securing obligations incurred in the conduct of operations or consisting of a purchase option, call or right of first refusal with respect to the Equity Interests in such jointly owned person or assets;
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•
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Liens created for the sole purpose of extending, renewing or replacing in whole or in part Indebtedness secured by any lien, mortgage or security interest referred to in this definition of “Permitted Liens”; provided, however, that the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Indebtedness that secured the lien or mortgage so extended, renewed or replaced (and any improvements on such property);
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•
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leases or subleases granted to others that do not materially interfere with the business of the Issuer and its subsidiaries, or Liens arising from Uniform Commercial Code financing statements filed on a precautionary basis in respect of operating leases intended by the parties to be true leases;
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•
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Liens securing or deposits securing obligations of us and our subsidiaries with respect to workers’ compensation, unemployment insurance and other types of social security; and
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•
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Liens permitted under the senior unsecured credit facilities (or any amendments, modifications, refinancings or replacements thereof).
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•
|
our failure to pay the principal of or premium, if any, on the Notes when due, including at maturity, upon required purchase, upon redemption or upon acceleration;
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•
|
our failure to pay any interest, including additional interest, on the Notes for 30 days after the interest becomes due;
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•
|
our failure to perform, or our breach in any material respect of, any other covenant or warranty in the indenture, other than a covenant or warranty included in the indenture solely for the benefit of another series of our debt securities issued under the indenture, for 90 days after either the trustee or holders of at least 25% in principal amount of the outstanding Notes have given us written notice of the breach in the manner required by the indenture;
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•
|
the default by us or any Significant Subsidiary of ours in a scheduled payment at maturity, upon redemption or otherwise in the aggregate principal amount of $50 million or more, after the expiration of any applicable grace period, of any Indebtedness, or the acceleration of any Indebtedness of us in such aggregate principal amount so that it becomes due and payable prior to the date on which it would otherwise have become due and payable and such payment default is not cured or such acceleration default is not rescinded within 30 days after notice to us in accordance with the terms of the Indebtedness;
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•
|
specified events involving bankruptcy, insolvency or reorganization of us or any Significant Subsidiary of ours; and
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•
|
the failure by us to pay final judgments aggregating in excess of $50 million, which judgments are not paid, discharged or stayed for a period of 60 days;
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•
|
we have paid or deposited with the trustee a sum sufficient to pay:
|
○
|
all overdue installments of interest, if any, on the Notes,
|
○
|
the principal of (and premium, if any, on) the Notes that have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor,
|
○
|
to the extent lawfully permitted, interest upon overdue interest, and
|
○
|
all sums paid or advanced by, and certain sums owed to, the trustee under the indenture; and
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•
|
all events of default, other than the non-payment of the principal amount of the Notes that became due solely by such declaration of acceleration, have been cured or waived as provided in the indenture. (Section 502)
|
•
|
the direction is not in conflict with any law or the indenture;
|
•
|
the trustee may take any other action it deems proper which is not inconsistent with the direction; and
|
•
|
the trustee will generally have the right to decline to follow the direction if an officer of the trustee determines, in good faith, that the proceeding would involve the trustee in personal liability or would otherwise be contrary to applicable law. (Section 512)
|
•
|
the holder has previously given the trustee written notice of a continuing event of default for the Notes;
|
•
|
holders of at least 25% in principal amount of the outstanding Notes have made a written request to the trustee to pursue that remedy;
|
•
|
the holders have offered indemnity satisfactory to the trustee against the costs, expenses and liabilities to be incurred in conjunction with such request;
|
•
|
the trustee fails to pursue that remedy within 60 days after receipt of the request; and
|
•
|
during that 60-day period, the holders of a majority in principal amount of the Notes do not give the trustee a direction inconsistent with the request. (Section 507)
|
•
|
evidence the succession of another corporation to us, or successive successions and the assumption of our covenants, agreements and obligations by a successor;
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•
|
add to our covenants for the benefit of the holders of any series of debt securities or to surrender any of our rights or powers;
|
•
|
add events of default for any series of debt securities;
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•
|
add to or change any provision of the indenture to the extent necessary to issue debt securities in bearer form;
|
•
|
add to, change or eliminate any provision of the indenture applying to one or more series of debt securities, provided that if such action adversely affects the interests of any holder of any series of debt securities issued thereunder, the addition, change or elimination will become effective with respect to that series only when no security of that series remains outstanding;
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•
|
convey, transfer, assign, mortgage or pledge any property to or with the trustee or to surrender any right or power conferred upon us by the indenture;
|
•
|
establish the form or terms of any series of debt securities;
|
•
|
provide for uncertificated securities in addition to certificated securities;
|
•
|
evidence and provide for successor trustees or to add to or change any provisions to the extent necessary to appoint a separate trustee or trustees for a specific series of debt securities;
|
•
|
correct any ambiguity, defect or inconsistency under the indenture, provided that such action does not adversely affect the interests of the holders of any series of debt securities issued thereunder;
|
•
|
supplement any provisions of the indenture necessary to defease and discharge any series of debt securities, provided that such action does not adversely affect the interests of the holders of any series of debt securities issued thereunder;
|
•
|
comply with the rules or regulations of any securities exchange or automated quotation system on which any debt securities are listed or traded;
|
•
|
add, change or eliminate any provisions of the indenture in accordance with any amendments to the Trust Indenture Act, provided that the action does not adversely affect the rights or interests of any holder of debt securities issued thereunder; or
|
•
|
conform the text of the indenture or the Notes to any provisions of this “Description of the Exchange Notes,” as described in any officer’s certificate. (Section 901)
|
•
|
changes the stated maturity of the principal of, or any installment of principal of or interest on, any debt security, except to the extent permitted by the indenture;
|
•
|
reduces the principal amount of, or any premium or interest on, any debt security;
|
•
|
reduces the amount of principal of an original issue discount security or any other debt security payable upon acceleration of the maturity thereof;
|
•
|
changes the place or currency of payment of principal, premium, if any, or interest;
|
•
|
impairs the right to institute suit for the enforcement of any payment on any debt security;
|
•
|
reduces the percentage in principal amount of outstanding debt securities of any series, the consent of whose holders is required for modification of the indenture, for waiver of compliance with certain provisions of such indenture or for waiver of certain defaults;
|
•
|
makes certain modifications to the provisions for modification of the indenture and for certain waivers, except to increase the principal amount of debt securities necessary to consent to any such charge;
|
•
|
makes any change that adversely affects the right to convert or exchange any debt security or decreases the conversion or exchange rate or increases the conversion price of any convertible or exchangeable debt security; or
|
•
|
changes the terms and conditions pursuant to which any series of debt securities is secured in a manner adverse to the holders of the debt securities. (Section 902)
|
•
|
waive any default in the payment of principal, premium, if any, or interest, or
|
•
|
waive any covenants and provisions of the indenture that may not be amended without the consent of the holder of each outstanding debt security of the series affected. (Sections 513 and 1006)
|
•
|
the principal amount of an “original issue discount security” that will be deemed to be outstanding will be the amount of the principal that would be due and payable as of that date upon acceleration of the maturity to that date;
|
•
|
if, as of that date, the principal amount payable at the stated maturity of a debt security is not determinable, for example, because it is based on an index, the principal amount of the debt security deemed to be outstanding as of that date will be an amount determined in the manner prescribed for the debt security;
|
•
|
the principal amount of a debt security denominated in one or more foreign currencies or currency units that will be deemed to be outstanding will be the United States dollar equivalent, determined as of that date in the manner prescribed for the debt security, of the principal amount of the debt security or, in the case of a debt security described in the two preceding bullet points, of the amount described above; and
|
•
|
debt securities owned by us or any other obligor upon the debt securities or any of our or their Affiliates will be disregarded and deemed not to be outstanding.
|
•
|
we will be discharged from our obligations with respect to the Notes (“legal defeasance”); or
|
•
|
with respect to the Notes, we will no longer have any obligation to comply with the events of default in the third bullet point under “— Events of Default” and the events of default described in the fourth bullet point under “— Events of Default” and the restrictions described under “— Certain Covenants — Merger, Consolidation, Sale, Lease or Conveyance” will no longer apply to us, but some of our other obligations under the indenture and the Notes, including our obligation to make payments on the Notes, will survive.
|
•
|
register the transfer or exchange of the Notes;
|
•
|
replace mutilated, destroyed, lost or stolen Notes; and
|
•
|
maintain paying agencies and hold moneys for payment in trust.
|
•
|
designate additional transfer agents;
|
•
|
rescind the designation of any transfer agent; or
|
•
|
approve a change in the office of any transfer agent.
|
•
|
during the period beginning at the opening of business 15 days before the day we send the notice of redemption for the Notes and ending at the close of business on the day the notice is sent; or
|
•
|
if we have selected the Notes for redemption, in whole or in part, except for the unredeemed portion of the Notes. (Section 305)
|
•
|
DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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•
|
DTC holds securities that its participants deposit with DTC and facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the need for physical movement of securities certificates.
|
•
|
Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations.
|
•
|
DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is owned by the users of its regulated subsidiaries.
|
•
|
Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly.
|
•
|
upon deposit of the global Notes with DTC or its custodian, DTC will credit on its internal system the accounts of direct participants designated by the initial purchasers of the Outstanding Notes with portions of the principal amounts of the global Notes; and
|
•
|
ownership of the Notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC or its nominee, with respect to interests of direct participants, and the records of direct and indirect participants, with respect to interests of persons other than participants.
|
•
|
tax consequences to investors that may be subject to special tax treatment, including brokers, dealers in securities, banks, financial institutions, regulated investment companies, real estate investment trusts, tax-exempt entities, retirement plans and other tax-deferred accounts, insurance companies, partnerships or other pass-through entities for United States federal income tax purposes (or investors in such entities), certain former citizens or former long-term residents of the United States, or traders in securities that elect to use a mark-to-market method of tax accounting for their securities;
|
•
|
tax consequences to persons holding Outstanding Notes or Exchange Notes as a part of an integrated or conversion transaction or a straddle, or persons deemed to sell Exchange Notes under the constructive sale provisions of the IRC;
|
•
|
tax consequences to United States holders whose “functional currency” is not the United States dollar; and
|
•
|
tax consequences under the alternative minimum tax provisions of the IRC.
|
•
|
any Exchange Notes to be received by you will be acquired in the ordinary course of your business; and
|
•
|
you have no arrangement or understanding with any person or entity to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act.
|
•
|
an “affiliate,” as defined in Rule 405 under the Securities Act, of us; or
|
•
|
a broker-dealer that will receive Exchange Notes for your own account in exchange for Outstanding Notes that were acquired as a result of market-making or other trading activities, unless you agree to deliver this prospectus (or, to the extent permitted by law, make this prospectus available to purchasers) in connection with any resale of your Exchange Notes.
|
•
|
in the over-the-counter market;
|
•
|
in negotiated transactions;
|
•
|
through the writing of options on the Exchange Notes; or
|
•
|
a combination of such methods of resale; at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices.
|
Consolidated Financial Statements (Audited)
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Financial Statements of Cleco
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Financial Statements of Cleco Power
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Financial Statement Schedules
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Schedule I—Financial Statements of Cleco Holdings (Parent Company Only)
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Condensed Consolidated Financial Statements (Unaudited)
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Financial Statements of Cleco
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| | ||
Financial Statements of Cleco Power
|
| |
|
| | ||
| | ||
| | ||
| | ||
| | ||
| |
•
|
Providing additional training and instructional guidance to control owners on management’s expectations for control performance and related evidence to maintain.
|
•
|
Reassessing extent of access assigned to users to ensure the access granted is commensurate with each user’s respective roles and responsibilities.
|
•
|
Enabled configurations to allow for automated exception identification in key processes.
|
•
|
Enhancing the level of precision and addressing identified gaps in the design of existing controls.
|
•
|
Designing and implementing new controls (both preventive and detective) to address any gaps in how relevant risks are being addressed.
|
•
|
Performing additional monitoring and testing over the implementation and operating effectiveness of existing controls.
|
•
|
Performing an assessment of the newly implemented ERP system to identify opportunities for more comprehensive control coverage over identified risks as well as opportunities for enhanced system automation.
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
2017
|
Operating revenue
|
| |
|
| |
|
| |
|
Electric operations
|
| |
$1,496,736
|
| |
$1,181,907
|
| |
$1,097,632
|
Other operations
|
| |
182,832
|
| |
82,332
|
| |
79,580
|
Gross operating revenue
|
| |
1,679,568
|
| |
1,264,239
|
| |
1,177,212
|
Electric customer credits
|
| |
(39,963)
|
| |
(33,195)
|
| |
(1,566)
|
Operating revenue, net
|
| |
1,639,605
|
| |
1,231,044
|
| |
1,175,646
|
Operating expenses
|
| |
|
| |
|
| |
|
Fuel used for electric generation
|
| |
466,831
|
| |
382,556
|
| |
339,346
|
Purchased power
|
| |
280,991
|
| |
168,180
|
| |
152,913
|
Other operations and maintenance
|
| |
291,031
|
| |
197,032
|
| |
197,608
|
Depreciation and amortization
|
| |
216,320
|
| |
170,414
|
| |
166,854
|
Taxes other than income taxes
|
| |
61,870
|
| |
48,791
|
| |
48,546
|
Merger transaction and commitment costs
|
| |
7,668
|
| |
19,514
|
| |
5,152
|
Total operating expenses
|
| |
1,324,711
|
| |
986,487
|
| |
910,419
|
Operating income
|
| |
314,894
|
| |
244,557
|
| |
265,227
|
Interest income
|
| |
6,090
|
| |
6,073
|
| |
1,424
|
Allowance for equity funds used during construction
|
| |
15,397
|
| |
14,159
|
| |
8,320
|
Other income (expense), net
|
| |
758
|
| |
(14,328)
|
| |
(6,899)
|
Interest charges
|
| |
|
| |
|
| |
|
Interest charges, net
|
| |
147,346
|
| |
131,348
|
| |
125,200
|
Allowance for borrowed funds used during construction
|
| |
(6,037)
|
| |
(4,706)
|
| |
(2,287)
|
Total interest charges
|
| |
141,309
|
| |
126,642
|
| |
122,913
|
Income before income taxes
|
| |
195,830
|
| |
123,819
|
| |
145,159
|
Federal and state income tax expense
|
| |
43,165
|
| |
29,382
|
| |
7,079
|
Net income
|
| |
$152,665
|
| |
$94,437
|
| |
$138,080
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
2017
|
Net income
|
| |
$152,665
|
| |
$94,437
|
| |
$138,080
|
Other comprehensive (loss) income, net of tax
|
| |
|
| |
|
| |
|
Postretirement benefits (loss) gain (net of tax benefit of $6,808, tax expense of $1,868, and tax benefit of $2,764, respectively)
|
| |
(19,299)
|
| |
5,296
|
| |
(4,421)
|
Total other comprehensive (loss) income, net of tax
|
| |
(19,299)
|
| |
5,296
|
| |
(4,421)
|
Comprehensive income, net of tax
|
| |
$133,366
|
| |
$99,733
|
| |
$133,659
|
|
| |
AT DEC. 31,
|
|||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
Assets
|
| |
|
| |
|
Current assets
|
| |
|
| |
|
Cash and cash equivalents
|
| |
$116,292
|
| |
$110,175
|
Restricted cash and cash equivalents
|
| |
11,100
|
| |
11,241
|
Customer accounts receivable (less allowance for doubtful accounts of $3,005 in 2019 and $814 in 2018)
|
| |
83,591
|
| |
50,043
|
Other accounts receivable
|
| |
35,731
|
| |
27,196
|
Unbilled revenue
|
| |
33,207
|
| |
35,314
|
Fuel inventory, at average cost
|
| |
83,061
|
| |
82,836
|
Materials and supplies, at average cost
|
| |
118,858
|
| |
92,671
|
Energy risk management assets
|
| |
7,023
|
| |
23,355
|
Accumulated deferred fuel
|
| |
22,910
|
| |
20,112
|
Cash surrender value of company-/trust-owned life insurance policies
|
| |
86,096
|
| |
80,391
|
Prepayments
|
| |
7,711
|
| |
7,911
|
Regulatory assets
|
| |
19,807
|
| |
22,461
|
Other current assets
|
| |
12,688
|
| |
1,256
|
Total current assets
|
| |
638,075
|
| |
564,962
|
Property, plant, and equipment
|
| |
|
| |
|
Property, plant, and equipment
|
| |
4,982,255
|
| |
3,728,477
|
Accumulated depreciation
|
| |
(454,874)
|
| |
(303,727)
|
Net property, plant, and equipment
|
| |
4,527,381
|
| |
3,424,750
|
Construction work in progress
|
| |
117,630
|
| |
354,045
|
Total property, plant, and equipment, net
|
| |
4,645,011
|
| |
3,778,795
|
Equity investment in investee
|
| |
17,072
|
| |
18,172
|
Goodwill
|
| |
1,490,797
|
| |
1,490,797
|
Prepayments
|
| |
25,949
|
| |
2,251
|
Operating lease right of use assets
|
| |
28,791
|
| |
—
|
Restricted cash and cash equivalents
|
| |
15,203
|
| |
18,670
|
Note receivable
|
| |
15,198
|
| |
15,829
|
Regulatory assets
|
| |
422,431
|
| |
425,330
|
Intangible assets
|
| |
138,103
|
| |
84,307
|
Other deferred charges
|
| |
39,668
|
| |
37,701
|
Total assets
|
| |
$7,476,298
|
| |
$6,436,814
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
2017
|
Operating activities
|
| |
|
| |
|
| |
|
Net income
|
| |
$152,665
|
| |
$94,437
|
| |
$138,080
|
Adjustment to reconcile net income to net cash provided by operating activities
|
| |
|
| |
|
| |
|
Depreciation and amortization
|
| |
245,682
|
| |
187,426
|
| |
186,326
|
Provision for doubtful accounts
|
| |
2,348
|
| |
797
|
| |
2,778
|
Unearned compensation expense
|
| |
5,409
|
| |
5,837
|
| |
3,745
|
Allowance for equity funds used during construction
|
| |
(15,397)
|
| |
(14,159)
|
| |
(8,320)
|
Loss on risk management assets and liabilities, net
|
| |
10,180
|
| |
—
|
| |
—
|
Deferred lease revenue
|
| |
(8,439)
|
| |
—
|
| |
—
|
Deferred income taxes
|
| |
40,081
|
| |
6,543
|
| |
(41,966)
|
Deferred fuel costs
|
| |
11,132
|
| |
(18,549)
|
| |
11,909
|
Cash surrender value of company-/trust-owned life insurance
|
| |
(5,705)
|
| |
2,726
|
| |
(5,892)
|
Changes in assets and liabilities
|
| |
|
| |
|
| |
|
Accounts receivable
|
| |
(9,532)
|
| |
3,123
|
| |
(25,584)
|
Accounts receivable – affiliate
|
| |
(1,041)
|
| |
635
|
| |
(622)
|
Unbilled revenue
|
| |
2,107
|
| |
1,084
|
| |
(2,129)
|
Fuel inventory and materials and supplies
|
| |
18,463
|
| |
(2,981)
|
| |
(44,995)
|
Prepayments
|
| |
(14,479)
|
| |
153
|
| |
2,852
|
Accounts payable
|
| |
13,507
|
| |
18,898
|
| |
14,705
|
Accounts payable – affiliate
|
| |
3,175
|
| |
—
|
| |
—
|
Customer deposits
|
| |
5,888
|
| |
13,757
|
| |
12,381
|
Provision for merger commitments
|
| |
(1,848)
|
| |
(3,273)
|
| |
(12,971)
|
Postretirement benefit obligations
|
| |
(10,981)
|
| |
4,646
|
| |
4,884
|
Regulatory assets and liabilities, net
|
| |
90
|
| |
3,032
|
| |
12,531
|
Other deferred accounts
|
| |
(7,147)
|
| |
(9,748)
|
| |
(8,380)
|
Taxes accrued
|
| |
(3,619)
|
| |
20,976
|
| |
23,118
|
Interest accrued
|
| |
3,173
|
| |
1,124
|
| |
(582)
|
Deferred compensation
|
| |
1,316
|
| |
(1,521)
|
| |
308
|
Other operating
|
| |
(6,909)
|
| |
2,798
|
| |
3,252
|
Net cash provided by operating activities
|
| |
430,119
|
| |
317,761
|
| |
265,428
|
Investing activities
|
| |
|
| |
|
| |
|
Additions to property, plant, and equipment
|
| |
(323,791)
|
| |
(291,061)
|
| |
(236,932)
|
Allowance for equity funds used during construction
|
| |
15,397
|
| |
14,159
|
| |
8,320
|
Proceeds from sale of property, plant, and equipment
|
| |
739
|
| |
995
|
| |
17,499
|
Reimbursement for property loss
|
| |
141
|
| |
1,375
|
| |
187
|
Return of equity investment in investee
|
| |
1,100
|
| |
—
|
| |
500
|
Return of investment in company-owned life insurance
|
| |
3,761
|
| |
—
|
| |
—
|
Return of equity investment in tax credit fund
|
| |
1,625
|
| |
2,775
|
| |
7,502
|
Issuance of note receivable
|
| |
—
|
| |
(16,800)
|
| |
—
|
Payment to acquire business, net of cash received
|
| |
(814,969)
|
| |
—
|
| |
—
|
Other investing
|
| |
574
|
| |
397
|
| |
(630)
|
Net cash used in investing activities
|
| |
(1,115,423)
|
| |
(288,160)
|
| |
(203,554)
|
(1)
|
Includes cash and cash equivalents of $110,175, current restricted cash and cash equivalents of $11,241, and non-current restricted cash and cash equivalents of $18,670.
|
(2)
|
Includes cash and cash equivalents of $116,292, current restricted cash and cash equivalents of $11,100, and non-current restricted cash and cash equivalents of $15,203.
|
(THOUSANDS)
|
| |
MEMBERSHIP
INTEREST |
| |
RETAINED
EARNINGS / (ACCUMULATED DEFICIT) |
| |
AOCI
|
| |
TOTAL
MEMBER’S EQUITY |
Balances, Dec. 31, 2016
|
| |
$2,069,376
|
| |
$(24,113)
|
| |
$1,500
|
| |
$2,046,763
|
Distributions to member
|
| |
—
|
| |
(84,065)
|
| |
—
|
| |
(84,065)
|
Net income
|
| |
—
|
| |
138,080
|
| |
—
|
| |
138,080
|
Other comprehensive loss, net of tax
|
| |
—
|
| |
—
|
| |
(4,421)
|
| |
(4,421)
|
Balances, Dec. 31, 2017
|
| |
$2,069,376
|
| |
$29,902
|
| |
$(2,921)
|
| |
$2,096,357
|
Distributions to member
|
| |
—
|
| |
(71,350)
|
| |
—
|
| |
(71,350)
|
Net income
|
| |
—
|
| |
94,437
|
| |
—
|
| |
94,437
|
Other comprehensive income, net of tax
|
| |
—
|
| |
—
|
| |
5,296
|
| |
5,296
|
Reclassification of effect of tax rate change
|
| |
—
|
| |
589
|
| |
(589)
|
| |
—
|
Balances, Dec. 31, 2018
|
| |
$2,069,376
|
| |
$53,578
|
| |
$1,786
|
| |
$2,124,740
|
Contributions from member
|
| |
—
|
| |
384,900
|
| |
—
|
| |
384,900
|
Net income
|
| |
—
|
| |
152,665
|
| |
—
|
| |
152,665
|
Other comprehensive loss, net of tax
|
| |
—
|
| |
—
|
| |
(19,299)
|
| |
(19,299)
|
Balances, Dec. 31, 2019
|
| |
$2,069,376
|
| |
$591,143
|
| |
$(17,513)
|
| |
$2,643,006
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
2017
|
Operating revenue
|
| |
|
| |
|
| |
|
Electric operations
|
| |
$1,130,928
|
| |
$1,191,587
|
| |
$1,108,389
|
Other operations
|
| |
$72,833
|
| |
$82,330
|
| |
$77,522
|
Affiliate revenue
|
| |
$3,125
|
| |
$874
|
| |
$851
|
Gross operating revenue
|
| |
$1,206,886
|
| |
$1,274,791
|
| |
$1,186,762
|
Electric customer credits
|
| |
$(38,516)
|
| |
$(33,195)
|
| |
$(1,566)
|
Operating revenue, net
|
| |
$1,168,370
|
| |
$1,241,596
|
| |
$1,185,196
|
Operating expenses
|
| |
|
| |
|
| |
|
Fuel used for electric generation
|
| |
$385,317
|
| |
$382,556
|
| |
$339,346
|
Purchased power
|
| |
$111,208
|
| |
$168,180
|
| |
$152,913
|
Other operations and maintenance
|
| |
$207,164
|
| |
$202,552
|
| |
$202,738
|
Depreciation and amortization
|
| |
$172,471
|
| |
$162,069
|
| |
$158,415
|
Taxes other than income taxes
|
| |
$43,742
|
| |
$47,267
|
| |
$46,539
|
Total operating expenses
|
| |
$919,902
|
| |
$962,624
|
| |
$899,951
|
Operating income
|
| |
$248,468
|
| |
$278,972
|
| |
$285,245
|
Interest income
|
| |
$4,744
|
| |
$5,052
|
| |
$1,283
|
Allowance for equity funds used during construction
|
| |
$15,397
|
| |
$14,159
|
| |
$8,320
|
Other expense, net
|
| |
$(3,616)
|
| |
$(8,699)
|
| |
$(7,417)
|
Interest charges
|
| |
|
| |
|
| |
|
Interest charges, net
|
| |
$77,316
|
| |
$76,009
|
| |
$71,649
|
Allowance for borrowed funds used during construction
|
| |
$(6,037)
|
| |
$(4,706)
|
| |
$(2,287)
|
Total interest charges
|
| |
$71,279
|
| |
$71,303
|
| |
$69,362
|
Income before income taxes
|
| |
$193,714
|
| |
$218,181
|
| |
$218,069
|
Federal and state income tax expense
|
| |
$45,452
|
| |
$55,924
|
| |
$67,331
|
Net income
|
| |
$148,262
|
| |
$162,257
|
| |
$150,738
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
2017
|
Net income
|
| |
$148,262
|
| |
$162,257
|
| |
$150,738
|
Other comprehensive income (loss), net of tax
|
| |
|
| |
|
| |
|
Postretirement benefits gain (loss) (net of tax benefit of $3,408, tax expense of $968, and tax benefit of $296, respectively)
|
| |
$(9,657)
|
| |
$2,743
|
| |
$(472)
|
Amortization of interest rate derivatives to earnings (net of tax expense of $90, $90, and $132, respectively)
|
| |
$254
|
| |
$254
|
| |
$211
|
Total other comprehensive (loss) income, net of tax
|
| |
$(9,403)
|
| |
$2,997
|
| |
$(261)
|
Comprehensive income, net of tax
|
| |
$138,859
|
| |
$165,254
|
| |
$150,477
|
|
| |
AT DEC. 31,
|
|||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
Assets
|
| |
|
| |
|
Utility plant and equipment
|
| |
|
| |
|
Property, plant, and equipment
|
| |
$5,489,457
|
| |
$5,015,004
|
Accumulated depreciation
|
| |
$(1,905,031)
|
| |
$(1,804,563)
|
Net property, plant, and equipment
|
| |
$3,584,426
|
| |
$3,210,441
|
Construction work in progress
|
| |
$111,687
|
| |
$351,828
|
Total utility plant and equipment, net
|
| |
$3,696,113
|
| |
$3,562,269
|
Current assets
|
| |
|
| |
|
Cash and cash equivalents
|
| |
$55,489
|
| |
$31,987
|
Restricted cash and cash equivalents
|
| |
$11,100
|
| |
$11,241
|
Customer accounts receivable (less allowance for doubtful accounts of $3,005 in 2019 and $814 in 2018)
|
| |
$39,165
|
| |
$50,043
|
Accounts receivable - affiliate
|
| |
$14,481
|
| |
$3,318
|
Other accounts receivable
|
| |
$24,604
|
| |
$24,523
|
Unbilled revenue
|
| |
$33,207
|
| |
$35,314
|
Fuel inventory, at average cost
|
| |
$59,602
|
| |
$82,836
|
Materials and supplies, at average cost
|
| |
$91,941
|
| |
$92,671
|
Energy risk management assets
|
| |
$6,311
|
| |
$23,355
|
Accumulated deferred fuel
|
| |
$22,910
|
| |
$20,112
|
Cash surrender value of company-owned life insurance policies
|
| |
$17,574
|
| |
$20,497
|
Prepayments
|
| |
$4,786
|
| |
$6,143
|
Regulatory assets
|
| |
$10,973
|
| |
$13,603
|
Other current assets
|
| |
$655
|
| |
$1,162
|
Total current assets
|
| |
$392,798
|
| |
$416,805
|
Equity investment in investee
|
| |
$17,072
|
| |
$18,172
|
Prepayments
|
| |
$2,693
|
| |
$2,251
|
Operating lease right of use assets
|
| |
$28,633
|
| |
—
|
Restricted cash and cash equivalents
|
| |
$14,363
|
| |
$18,649
|
Note receivable
|
| |
$15,198
|
| |
$15,829
|
Regulatory assets
|
| |
$272,289
|
| |
$261,569
|
Intangible asset
|
| |
$517
|
| |
$21,093
|
Other deferred charges
|
| |
$36,854
|
| |
$32,419
|
Total assets
|
| |
$4,476,530
|
| |
$4,349,056
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
2017
|
Operating activities
|
| |
|
| |
|
| |
|
Net income
|
| |
$148,262
|
| |
$162,257
|
| |
$150,738
|
Adjustment to reconcile net income to net cash provided by operating activities
|
| |
|
| |
|
| |
|
Depreciation and amortization
|
| |
$178,245
|
| |
$168,248
|
| |
$165,200
|
Provision for doubtful accounts
|
| |
$2,348
|
| |
$797
|
| |
$2,677
|
Unearned compensation expense
|
| |
$974
|
| |
$1,873
|
| |
$1,972
|
Allowance for equity funds used during construction
|
| |
$(15,397)
|
| |
$(14,159)
|
| |
$(8,320)
|
Deferred income taxes
|
| |
$21,799
|
| |
$(11,545)
|
| |
$(34,191)
|
Deferred fuel costs
|
| |
$11,132
|
| |
$(18,549)
|
| |
$11,909
|
Cash surrender value of company-owned life insurance
|
| |
$2,923
|
| |
$(219)
|
| |
$(260)
|
Changes in assets and liabilities
|
| |
|
| |
|
| |
|
Accounts receivable
|
| |
$(4,740)
|
| |
$3,967
|
| |
$(25,696)
|
Accounts receivable - affiliate
|
| |
$728
|
| |
$426
|
| |
$1,865
|
Unbilled revenue
|
| |
$2,107
|
| |
$1,084
|
| |
$(2,129)
|
Fuel inventory and materials and supplies
|
| |
$21,121
|
| |
$(2,981)
|
| |
$(44,995)
|
Prepayments
|
| |
$386
|
| |
$107
|
| |
$2,745
|
Accounts payable
|
| |
$14,659
|
| |
$22,419
|
| |
$11,005
|
Accounts payable - affiliate
|
| |
$5,912
|
| |
$(4,700)
|
| |
$1,349
|
Customer deposits
|
| |
$5,888
|
| |
$13,757
|
| |
$12,381
|
Provision for merger commitments
|
| |
$(1,848)
|
| |
$(3,273)
|
| |
$(12,971)
|
Postretirement benefit obligations
|
| |
$(10,078)
|
| |
$4,252
|
| |
$4,849
|
Regulatory assets and liabilities, net
|
| |
$(1,897)
|
| |
$1,044
|
| |
$10,544
|
Other deferred accounts
|
| |
$(6,338)
|
| |
$(5,421)
|
| |
$(8,137)
|
Taxes accrued
|
| |
$(20,881)
|
| |
$16,566
|
| |
$44,101
|
Interest accrued
|
| |
$(280)
|
| |
$1,169
|
| |
$(59)
|
Other operating
|
| |
$(2,541)
|
| |
$2,569
|
| |
$2,501
|
Net cash provided by operating activities
|
| |
$352,484
|
| |
$339,688
|
| |
$287,078
|
Investing activities
|
| |
|
| |
|
| |
|
Additions to property, plant, and equipment
|
| |
$(313,962)
|
| |
$(289,153)
|
| |
$(235,252)
|
Allowance for equity funds used during construction
|
| |
$15,397
|
| |
$14,159
|
| |
$8,320
|
Proceeds from sale of property, plant, and equipment
|
| |
$739
|
| |
$995
|
| |
$4,078
|
Reimbursement for property loss
|
| |
$141
|
| |
$1,375
|
| |
$187
|
Issuance of note receivable
|
| |
—
|
| |
$(16,800)
|
| |
—
|
Return of equity investment in investee
|
| |
$1,100
|
| |
—
|
| |
$500
|
Return of investment in company-owned life insurance
|
| |
$3,761
|
| |
—
|
| |
—
|
Other investing
|
| |
$574
|
| |
$397
|
| |
—
|
Net cash used in investing activities
|
| |
$(292,250)
|
| |
$(289,027)
|
| |
$(222,167)
|
(1)
|
Includes cash and cash equivalents of $31,987, current restricted cash and cash equivalents of $11,241, and non-current restricted cash and cash equivalents of $18,649.
|
(2)
|
Includes cash and cash equivalents of $55,489, current restricted cash and cash equivalents of $11,100, and non-current restricted cash and cash equivalents of $14,363.
|
(THOUSANDS)
|
| |
MEMBER’S
EQUITY |
| |
AOCI
|
| |
TOTAL
MEMBER’S EQUITY |
Balances, Dec. 31, 2016
|
| |
$1,548,624
|
| |
$(13,422)
|
| |
$1,535,202
|
Distributions to member
|
| |
$(135,000)
|
| |
—
|
| |
$(135,000)
|
Net income
|
| |
$150,738
|
| |
—
|
| |
$150,738
|
Other comprehensive loss, net of tax
|
| |
—
|
| |
(261)
|
| |
$(261)
|
Balances, Dec. 31, 2017
|
| |
$1,564,362
|
| |
$(13,683)
|
| |
$1,550,679
|
Distributions to member
|
| |
$(121,400)
|
| |
—
|
| |
$(121,400)
|
Net income
|
| |
$162,257
|
| |
—
|
| |
$162,257
|
Other comprehensive income, net of tax
|
| |
—
|
| |
$2,997
|
| |
$2,997
|
Reclassification of effect of tax rate change
|
| |
$2,496
|
| |
$(2,496)
|
| |
—
|
Balances, Dec. 31, 2018
|
| |
$1,607,715
|
| |
$(13,182)
|
| |
$1,594,533
|
Distributions to member
|
| |
$(20,000)
|
| |
—
|
| |
$(20,000)
|
Net income
|
| |
$148,262
|
| |
—
|
| |
$148,262
|
Other comprehensive loss, net of tax
|
| |
—
|
| |
$(9,403)
|
| |
$(9,403)
|
Balances, Dec. 31, 2019
|
| |
$1,735,977
|
| |
$(22,585)
|
| |
$1,713,392
|
Note 1
|
| |
The Company
|
| |
Cleco and Cleco Power
|
Note 2
|
| |
Summary of Significant Accounting Policies
|
| |
Cleco and Cleco Power
|
Note 3
|
| |
Business Combinations
|
| |
Cleco
|
Note 4
|
| |
Leases
|
| |
Cleco and Cleco Power
|
Note 5
|
| |
Revenue Recognition
|
| |
Cleco and Cleco Power
|
Note 6
|
| |
Regulatory Assets and Liabilities
|
| |
Cleco and Cleco Power
|
Note 7
|
| |
Jointly Owned Generation Units
|
| |
Cleco and Cleco Power
|
Note 8
|
| |
Fair Value Accounting
|
| |
Cleco and Cleco Power
|
Note 9
|
| |
Debt
|
| |
Cleco and Cleco Power
|
Note 10
|
| |
Pension Plan and Employee Benefits
|
| |
Cleco and Cleco Power
|
Note 11
|
| |
Income Taxes
|
| |
Cleco and Cleco Power
|
Note 12
|
| |
Disclosures about Segments
|
| |
Cleco
|
Note 13
|
| |
Regulation and Rates
|
| |
Cleco and Cleco Power
|
Note 14
|
| |
Variable Interest Entities
|
| |
Cleco and Cleco Power
|
Note 15
|
| |
Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees
|
| |
Cleco and Cleco Power
|
Note 16
|
| |
Affiliate Transactions
|
| |
Cleco and Cleco Power
|
Note 17
|
| |
Intangible Assets, Intangible Liabilities, and Goodwill
|
| |
Cleco and Cleco Power
|
Note 18
|
| |
Accumulated Other Comprehensive Loss
|
| |
Cleco and Cleco Power
|
Note 19
|
| |
Miscellaneous Financial Information (Unaudited)
|
| |
Cleco and Cleco Power
|
•
|
Cleco Power, a regulated electric utility subsidiary, which owns 10 generating units with a total nameplate capacity of 3,360 MW and serves approximately 288,000 customers in Louisiana through its retail business and supplies wholesale power in Louisiana and Mississippi. Cleco Power also owns a 50% interest in an entity that owns lignite reserves. Cleco Power owns all of the outstanding membership interests in Cleco Katrina/Rita, a special purpose entity that is consolidated with Cleco Power in its financial statements.
|
•
|
Cleco Cajun, an unregulated electric utility subsidiary, which owns eight generating assets with a rated capacity of 3,555 MW and supplies wholesale power and capacity in Arkansas, Louisiana, and Texas. Cleco Cajun owns all of the outstanding membership interest in Cottonwood Energy. Upon the closing of the Cleco Cajun Transaction, Cottonwood Energy entered into the Cottonwood Sale Leaseback. For more information on the Cleco Cajun Transaction, see Note 3 — “Business Combinations.”
|
•
|
Cleco’s other operations consist of the following:
|
○
|
Cleco Holdings, a holding company,
|
○
|
Support Group, a shared services subsidiary,
|
○
|
Diversified Lands, an investment subsidiary, and
|
○
|
Attala and Perryville, two subsidiaries that owned and operated transmission interconnection facilities prior to the assets being sold by Cleco on December 29, 2017.
|
Cleco
|
| |
|
| |
|
| |
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
2017
|
Amortization
|
| |
$4,917
|
| |
$2,154
|
| |
$2,367
|
Cleco Power
|
| |
|
| |
|
| |
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
2017
|
Amortization
|
| |
$4,321
|
| |
$1,607
|
| |
$1,887
|
Cleco Power
|
| |
|
| |
|
|
| |
AT DEC. 31,
|
|||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
Regulated utility plants
|
| |
|
| |
|
Generation
|
| |
$2,633,590
|
| |
$2,476,733
|
Distribution
|
| |
1,593,104
|
| |
1,523,885
|
Transmission
|
| |
805,701
|
| |
731,432
|
Other utility plant
|
| |
457,062
|
| |
282,954
|
Total property, plant, and equipment
|
| |
5,489,457
|
| |
5,015,004
|
Accumulated depreciation
|
| |
(1,905,031)
|
| |
(1,804,563)
|
Net property, plant, and equipment
|
| |
$3,584,426
|
| |
$3,210,441
|
Cleco Power
|
| |
|
| |
|
|
| |
AT DEC. 31,
|
|||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
Current
|
| |
|
| |
|
Cleco Katrina/Rita’s storm recovery bonds
|
| |
$9,632
|
| |
$9,505
|
Charitable contributions
|
| |
1,200
|
| |
1,200
|
Rate credit escrow
|
| |
268
|
| |
536
|
Total current
|
| |
11,100
|
| |
11,241
|
Non-current
|
| |
|
| |
|
Future storm restoration costs
|
| |
12,269
|
| |
15,391
|
Charitable contributions
|
| |
2,094
|
| |
2,753
|
Rate credit escrow
|
| |
—
|
| |
505
|
Total non-current
|
| |
14,363
|
| |
18,649
|
Total restricted cash and cash equivalents
|
| |
$25,463
|
| |
$29,890
|
•
|
a 176-MW natural-gas-fired generating station located in Sterlington, Louisiana,
|
•
|
a 220-MW natural-gas-fired facility and a 210-MW natural-gas-fired peaking facility, both located in Jarreau, Louisiana,
|
•
|
a 580-MW coal-fired generating facility, a 540-MW natural-gas-fired generating station, and 58% of a 588-MW coal-fired generating station all located in New Roads, Louisiana,
|
•
|
225 MW of a 300-MW natural-gas-fired peaking facility located in Jennings, Louisiana,
|
•
|
a 1,263-MW natural-gas-fired generating station located in Deweyville, Texas (the Cottonwood Plant),
|
•
|
wholesale contracts to provide electricity and capacity to nine Louisiana cooperatives, three municipalities across Arkansas, Louisiana, and Texas, and one investor-owned utility,
|
•
|
transmission assets, which consist of equipment and land required to connect the generation stations and the wholesale customers to the transmission grid, and
|
•
|
current assets consisting of cash, inventory, receivables and other miscellaneous assets.
|
Purchase Price Allocation
|
| |
|
(THOUSANDS)
|
| |
AT FEB. 4, 2019
|
Current assets
|
| |
|
Cash and cash equivalents
|
| |
$146,494
|
Customer and other accounts receivable
|
| |
49,809
|
Fuel inventory
|
| |
22,060
|
Materials and supplies
|
| |
25,659
|
Energy risk management assets
|
| |
4,193
|
Other current assets
|
| |
10,056
|
Non-current assets
|
| |
|
Property, plant, and equipment, net
|
| |
741,203
|
Prepayments
|
| |
36,166
|
Restricted cash and cash equivalents
|
| |
707
|
Intangible assets
|
| |
98,900
|
Other deferred charges
|
| |
133
|
Total assets acquired
|
| |
1,135,380
|
Current liabilities
|
| |
|
Accounts payable
|
| |
38,478
|
Taxes payable
|
| |
723
|
Energy risk management liabilities
|
| |
241
|
Other current liabilities
|
| |
14,570
|
Non-current liabilities
|
| |
|
Accumulated deferred federal and state income taxes, net
|
| |
7,165
|
Deferred lease revenue
|
| |
58,300
|
Intangible liabilities
|
| |
38,300
|
Asset retirement obligations
|
| |
15,323
|
Operating lease liabilities
|
| |
110
|
Total liabilities assumed
|
| |
173,210
|
Total purchase price consideration
|
| |
$962,170
|
Measurement Period Adjustments
|
| |
|
(THOUSANDS)
|
| |
AT JUNE 30, 2019
|
Current assets
|
| |
|
Customer and other accounts receivable
|
| |
$1,408
|
Other current assets
|
| |
$56
|
Non-current assets
|
| |
|
Property, plant, and equipment, net
|
| |
$13,297
|
Prepayments
|
| |
$(56)
|
Intangible assets
|
| |
$(3,600)
|
Other deferred charges
|
| |
$1
|
Current liabilities
|
| |
|
Accounts payable
|
| |
$3,022
|
Energy risk management liabilities
|
| |
$(1)
|
Other current liabilities
|
| |
$327
|
Non-current liabilities
|
| |
|
Accumulated deferred federal and state income taxes, net
|
| |
$421
|
Deferred lease revenue
|
| |
$(3,600)
|
Intangible liabilities
|
| |
$6,400
|
Asset retirement obligations
|
| |
$4,534
|
Operating lease liabilities
|
| |
$3
|
(THOUSANDS)
|
| |
CLECO POWER
|
| |
CLECO
|
Years ending Dec. 31,
|
| |
|
| |
|
2020
|
| |
$3,960
|
| |
$3,994
|
2021
|
| |
3,409
|
| |
3,443
|
2022
|
| |
3,256
|
| |
3,287
|
2023
|
| |
3,220
|
| |
3,249
|
2024
|
| |
3,216
|
| |
3,235
|
Thereafter
|
| |
18,618
|
| |
18,618
|
Total minimum lease payments
|
| |
35,679
|
| |
35,826
|
Less: amount representing interest
|
| |
7,086
|
| |
7,069
|
Present value of net minimum operating lease payments
|
| |
$28,593
|
| |
$28,757
|
Current liabilities
|
| |
$2,935
|
| |
$2,978
|
Non-current liabilities
|
| |
$25,658
|
| |
$25,779
|
(THOUSANDS)
|
| |
CLECO
POWER |
| |
CLECO
HOLDINGS |
| |
TOTAL
|
Years ending Dec. 31,
|
| |
|
| |
|
| |
|
2019
|
| |
$4,030
|
| |
$120
|
| |
$4,150
|
2020
|
| |
3,890
|
| |
—
|
| |
3,890
|
2021
|
| |
2,789
|
| |
—
|
| |
2,789
|
2022
|
| |
1,239
|
| |
—
|
| |
1,239
|
2023
|
| |
1,214
|
| |
—
|
| |
1,214
|
Thereafter
|
| |
7,235
|
| |
—
|
| |
7,235
|
Total operating lease payments
|
| |
$20,397
|
| |
$120
|
| |
$20,517
|
(THOUSANDS)
|
| |
AT DEC. 31, 2019
|
| |
AT DEC. 31, 2018
|
Barges
|
| |
$16,800
|
| |
$16,800
|
Accumulated amortization
|
| |
(1,960)
|
| |
(840)
|
Net finance lease
|
| |
$14,840
|
| |
$15,960
|
Cleco
|
| |
|
(THOUSANDS)
|
| |
FOR THE YEAR
ENDED DEC. 31, 2019 |
Finance lease cost
|
| |
|
Amortization of ROU assets
|
| |
$1,120
|
Interest on lease liabilities
|
| |
1,646
|
Operating lease cost
|
| |
4,528
|
Variable lease cost
|
| |
515
|
Total lease cost
|
| |
$7,809
|
Cleco Power
|
| |
|
(THOUSANDS)
|
| |
FOR THE YEAR
ENDED DEC. 31, 2019 |
Supplemental cash flow information
|
| |
|
Cash paid for amounts included in the measurement of lease liabilities
|
| |
|
Operating cash flows from operating leases
|
| |
$4,203
|
Operating cash flows from finance leases
|
| |
$1,646
|
Financing cash flows from finance leases
|
| |
$557
|
ROU assets obtained in exchange for new lease liabilities
|
| |
$15,749
|
Cleco
|
| |
|
(THOUSANDS)
|
| |
FOR THE YEAR
ENDED DEC. 31, 2019 |
Supplemental cash flow information
|
| |
|
Cash paid for amounts included in the measurement of lease liabilities
|
| |
|
Operating cash flows from operating leases
|
| |
$4,452
|
Operating cash flows from finance leases
|
| |
$1,646
|
Financing cash flows from finance leases
|
| |
$557
|
ROU assets obtained in exchange for new lease liabilities
|
| |
$15,881
|
|
| |
AT DEC. 31, 2019
|
|||
(THOUSANDS)
|
| |
CLECO POWER
|
| |
CLECO
|
Other supplemental information
|
| |
|
| |
|
Operating leases
|
| |
|
| |
|
Weighted-average remaining lease term
|
| |
10.8 years
|
| |
10.8 years
|
Weighted-average discount rate
|
| |
4.31%
|
| |
4.31%
|
Finance leases
|
| |
|
| |
|
Weighted-average remaining lease term
|
| |
13.3 years
|
| |
13.3 years
|
Weighted-average discount rate
|
| |
10.18%
|
| |
10.18%
|
(THOUSANDS)
|
| |
FOR THE YEAR
ENDED DEC. 31, 2019 |
Fixed payments
|
| |
$36,667
|
Variable payments
|
| |
20,415
|
Amortization of deferred lease liability(1)
|
| |
8,438
|
Total lease income
|
| |
$65,520
|
(1)
|
The deferred lease revenue resulting from the fair value of the lease between Cottonwood Energy and a special-purpose entity that is a subsidiary of NRG Energy.
|
(THOUSANDS)
|
| |
|
Years ending Dec. 31,
|
| |
|
2020
|
| |
$40,000
|
2021
|
| |
40,000
|
2022
|
| |
40,000
|
2023
|
| |
40,000
|
2024
|
| |
40,000
|
Thereafter
|
| |
16,667
|
Total payments
|
| |
$216,667
|
(THOUSANDS)
|
| |
AT DEC. 31, 2019
|
Property, plant, and equipment
|
| |
$540,409
|
Accumulated depreciation
|
| |
(22,741)
|
Net property, plant, and equipment
|
| |
$517,668
|
|
| |
FOR THE YEAR ENDED DEC. 31, 2019
|
||||||||||||
(THOUSANDS)
|
| |
CLECO
POWER |
| |
CLECO
CAJUN |
| |
OTHER
|
| |
ELIMINATIONS
|
| |
TOTAL
|
Revenue from contracts with customers
|
| |
|
| |
|
| |
|
| |
|
| |
|
Retail revenue
|
| |
|
| |
|
| |
|
| |
|
| |
|
Residential(1)
|
| |
$415,242
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$415,242
|
Commercial(1)
|
| |
289,197
|
| |
—
|
| |
—
|
| |
—
|
| |
289,197
|
Industrial(1)
|
| |
149,711
|
| |
—
|
| |
—
|
| |
—
|
| |
149,711
|
Other retail(1)
|
| |
15,046
|
| |
—
|
| |
—
|
| |
—
|
| |
15,046
|
Surcharge
|
| |
22,132
|
| |
—
|
| |
—
|
| |
—
|
| |
22,132
|
Electric customer credits
|
| |
(35,880)
|
| |
—
|
| |
—
|
| |
—
|
| |
(35,880)
|
Total retail revenue
|
| |
855,448
|
| |
—
|
| |
—
|
| |
—
|
| |
855,448
|
Wholesale, net
|
| |
226,978(1)
|
| |
374,635(2)
|
| |
(9,680)(3)
|
| |
(1)
|
| |
591,932
|
Transmission, net
|
| |
50,874(4)
|
| |
51,315(5)
|
| |
—
|
| |
(7,471)
|
| |
94,718
|
Other
|
| |
19,324(6)
|
| |
—
|
| |
2
|
| |
—
|
| |
19,326
|
Affiliate(7)
|
| |
3,125
|
| |
108
|
| |
109,067
|
| |
(112,300)
|
| |
—
|
Total revenue from contracts with customers
|
| |
1,155,749
|
| |
426,058
|
| |
99,389
|
| |
(119,772)
|
| |
1,561,424
|
Revenue unrelated to contracts with customers
|
| |
|
| |
|
| |
|
| |
|
| |
|
Other
|
| |
12,621(8)
|
| |
65,560(9)
|
| |
—
|
| |
—
|
| |
78,181
|
Total revenue unrelated to contracts with customers
|
| |
12,621
|
| |
65,560
|
| |
—
|
| |
—
|
| |
78,181
|
Operating revenue, net
|
| |
$1,168,370
|
| |
$491,618
|
| |
$99,389
|
| |
$(119,772)
|
| |
$1,639,605
|
(1)
|
Includes fuel recovery revenue.
|
(2)
|
Includes $0.8 million of electric customer credits.
|
(3)
|
Amortization of intangible assets related to Cleco Power’s wholesale power supply agreements.
|
(4)
|
Includes $2.6 million of electric customer credits.
|
(5)
|
Includes $0.7 million of electric customer credits.
|
(6)
|
Includes $16.1 million of other miscellaneous fee revenue and $3.2 million of Teche Unit 3 SSR revenue.
|
(7)
|
Includes interdepartmental rents and support services. This revenue is eliminated upon consolidation.
|
(8)
|
Includes realized gains associated with FTRs of $12.4 million and LCFC revenue of $0.2 million.
|
(9)
|
Includes $57.1 million in lease revenue related to the Cottonwood Sale Leaseback and $8.4 million of deferred lease revenue amortization.
|
|
| |
FOR THE YEAR ENDED DEC. 31, 2018
|
|||||||||
(THOUSANDS)
|
| |
CLECO
POWER |
| |
OTHER
|
| |
ELIMINATIONS
|
| |
TOTAL
|
Revenue from contracts with customers
|
| |
|
| |
|
| |
|
| |
|
Retail revenue
|
| |
|
| |
|
| |
|
| |
|
Residential(1)
|
| |
$435,610
|
| |
$—
|
| |
$—
|
| |
$435,610
|
Commercial(1)
|
| |
288,791
|
| |
—
|
| |
—
|
| |
288,791
|
Industrial(1)
|
| |
167,001
|
| |
—
|
| |
—
|
| |
167,001
|
Other retail(1)
|
| |
15,582
|
| |
—
|
| |
—
|
| |
15,582
|
Surcharge
|
| |
23,138
|
| |
—
|
| |
—
|
| |
23,138
|
Electric customer credits
|
| |
(33,195)
|
| |
—
|
| |
—
|
| |
(33,195
|
Total retail revenue
|
| |
896,927
|
| |
—
|
| |
—
|
| |
896,927
|
Wholesale, net(1)
|
| |
219,598
|
| |
(9,680)(2)
|
| |
—
|
| |
209,918
|
Transmission
|
| |
54,531
|
| |
—
|
| |
—
|
| |
54,531
|
Other(3)
|
| |
27,800
|
| |
2
|
| |
—
|
| |
27,802
|
Affiliate(4)
|
| |
874
|
| |
74,591
|
| |
(75,465)
|
| |
—
|
Total revenue from contracts with customers
|
| |
1,199,730
|
| |
64,913
|
| |
(75,465)
|
| |
1,189,178
|
Revenue unrelated to contracts with customers
|
| |
|
| |
|
| |
|
| |
|
Other(5)
|
| |
41,866
|
| |
—
|
| |
—
|
| |
41,866
|
Total revenue unrelated to contracts with customers
|
| |
41,866
|
| |
—
|
| |
—
|
| |
41,866
|
Operating revenue, net
|
| |
$1,241,596
|
| |
$64,913
|
| |
$(75,465)
|
| |
$1,231,044
|
(1)
|
Includes fuel recovery revenue.
|
(2)
|
Amortization of intangible assets related to wholesale power supply agreements.
|
(3)
|
Other revenue from contracts with customers includes $18.2 million of other miscellaneous fee revenue and $9.6 million of Teche Unit 3 SSR revenue.
|
(4)
|
Affiliate revenue from contracts with customers includes interdepartmental rents and support services. This revenue is eliminated upon consolidation.
|
(5)
|
Includes realized gains associated with FTRs of $39.3 million and LCFC revenue of $2.6 million.
|
(1)
|
Represents regulatory assets for past expenditures that were not earning a return on investment at December 31, 2019, and 2018, respectively. All other assets are earning a return on investment.
|
*
|
For information related to the remaining recovery periods, refer to the following disclosures for each specific regulatory asset.
|
(1)
|
Cleco regulatory assets include acquisition accounting adjustments as a result of the 2016 Merger.
|
Cleco
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
AT DEC. 31, 2019
|
||||||||||||
(THOUSANDS, EXCEPT PERCENTAGES AND MW)
|
| |
RODEMACHER
UNIT 2 |
| |
DOLET
HILLS |
| |
BAYOU
COVE |
| |
BIG
CAJUN II - UNIT 3 |
| |
TOTAL
|
Utility plant in service
|
| |
$72,840
|
| |
$179,909
|
| |
$42,438
|
| |
$33,291
|
| |
$328,478
|
Accumulated depreciation
|
| |
$7,690
|
| |
$22,159
|
| |
$2,090
|
| |
$2,163
|
| |
$34,102
|
Construction work in progress
|
| |
$539
|
| |
$5,435
|
| |
$—
|
| |
$329
|
| |
$6,303
|
Ownership interest percentage
|
| |
30%
|
| |
50%
|
| |
75%
|
| |
58%
|
| |
|
Capacity (MW)
|
| |
523(1)
|
| |
650(1)
|
| |
300(2)
|
| |
588(2)
|
| |
|
Ownership interest (MW)
|
| |
157
|
| |
325
|
| |
225
|
| |
341
|
| |
|
(1)
|
Nameplate capacity (MW)
|
(2)
|
Rated capacity (MW)
|
Cleco Power
|
| |
|
| |
|
| |
|
|
| |
AT DEC. 31, 2019
|
||||||
(THOUSANDS, EXCEPT PERCENTAGES AND MW)
|
| |
RODEMACHER
UNIT 2 |
| |
DOLET
HILLS |
| |
TOTAL
|
Utility plant in service
|
| |
$147,020
|
| |
$397,406
|
| |
$544,426
|
Accumulated depreciation
|
| |
$81,870
|
| |
$239,655
|
| |
$321,525
|
Construction work in progress
|
| |
$539
|
| |
$5,435
|
| |
$5,974
|
Ownership interest percentage
|
| |
30%
|
| |
50%
|
| |
|
Nameplate capacity (MW)
|
| |
523
|
| |
650
|
| |
|
Ownership interest (MW)
|
| |
157
|
| |
325
|
| |
|
*
|
The carrying value of long-term debt does not include deferred issuance costs of $13.7 million at December 31, 2019, and $10.3 million at December 31, 2018.
|
Cleco Power
|
| |
|
| |
|
| |
|
| |
|
|
| |
AT DEC. 31,
|
|||||||||
|
| |
2019
|
| |
2018
|
||||||
(THOUSANDS)
|
| |
CARRYING
VALUE* |
| |
FAIR VALUE
|
| |
CARRYING
VALUE* |
| |
FAIR VALUE
|
Long-term debt
|
| |
$1,380,688
|
| |
$1,601,865
|
| |
$1,400,930
|
| |
$1,517,152
|
*
|
The carrying value of long-term debt does not include deferred issuance costs of $7.4 million at December 31, 2019, and $8.3 million at December 31, 2018.
|
Cleco
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
FAIR VALUE MEASUREMENTS AT REPORTING DATE
|
|||||||||||||||||||||
(THOUSANDS)
|
| |
AT DEC. 31,
2019 |
| |
QUOTED
PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1) |
| |
SIGNIFICANT
OTHER OBSERVABLE INPUTS (LEVEL 2) |
| |
SIGNIFICANT
UNOBSERVABLE INPUTS (LEVEL 3) |
| |
AT DEC. 31,
2018 |
| |
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
|
| |
$129,643
|
| |
$—
|
| |
$129,643
|
| |
$—
|
| |
$133,722
|
| |
$—
|
| |
$133,722
|
| |
$—
|
FTRs
|
| |
6,822
|
| |
—
|
| |
—
|
| |
6,822
|
| |
23,355
|
| |
—
|
| |
—
|
| |
23,355
|
Other commodity derivatives
|
| |
201
|
| |
—
|
| |
201
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Total assets
|
| |
$136,666
|
| |
$—
|
| |
$129,844
|
| |
$6,822
|
| |
$157,077
|
| |
$—
|
| |
$133,722
|
| |
$23,355
|
Liability Description
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
FTRs
|
| |
$1,044
|
| |
$—
|
| |
$—
|
| |
$1,044
|
| |
$468
|
| |
$—
|
| |
$—
|
| |
$468
|
Other commodity derivatives
|
| |
5,373
|
| |
—
|
| |
5,373
|
| |
—
|
| |
—
|
| |
$—
|
| |
$—
|
| |
$—
|
Total liabilities
|
| |
$6,417
|
| |
$—
|
| |
$5,373
|
| |
$1,044
|
| |
$468
|
| |
$—
|
| |
$—
|
| |
$468
|
Cleco Power
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
FAIR VALUE MEASUREMENTS AT REPORTING DATE
|
|||||||||||||||||||||
(THOUSANDS)
|
| |
AT DEC. 31,
2019 |
| |
QUOTED
PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1) |
| |
SIGNIFICANT
OTHER OBSERVABLE INPUTS (LEVEL 2) |
| |
SIGNIFICANT
UNOBSERVABLE INPUTS (LEVEL 3) |
| |
AT DEC. 31,
2018 |
| |
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
|
| |
$74,903
|
| |
$—
|
| |
$74,903
|
| |
$—
|
| |
$55,900
|
| |
$—
|
| |
$55,900
|
| |
$—
|
FTRs
|
| |
6,311
|
| |
—
|
| |
—
|
| |
6,311
|
| |
23,355
|
| |
—
|
| |
—
|
| |
23,355
|
Total assets
|
| |
$81,214
|
| |
$—
|
| |
$74,903
|
| |
$6,311
|
| |
$79,255
|
| |
$—
|
| |
$55,900
|
| |
$23,355
|
Liability Description
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
FTRs
|
| |
$586
|
| |
$—
|
| |
$—
|
| |
$586
|
| |
$468
|
| |
$—
|
| |
$—
|
| |
$468
|
Total liabilities
|
| |
$586
|
| |
$—
|
| |
$—
|
| |
$586
|
| |
$468
|
| |
$—
|
| |
$—
|
| |
$468
|
*
|
Cleco Power’s unrealized (losses) gains are reported through Accumulated deferred fuel on Cleco’s Consolidated Balance Sheet. Cleco Cajun’s unrealized (losses) gains are reported through Purchased power on Cleco’s Consolidated Income Statement.
|
Cleco Power
|
| |
|
| |
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
|||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
Beginning balance
|
| |
$22,887
|
| |
$7,044
|
Unrealized (losses) gains*
|
| |
(945)
|
| |
11,865
|
Purchases
|
| |
21,609
|
| |
28,185
|
Settlements
|
| |
(37,826)
|
| |
(24,207)
|
Ending balance
|
| |
$5,725
|
| |
$22,887
|
*
|
Unrealized gains (losses) are reported through Accumulated deferred fuel on Cleco Power’s Consolidated Balance Sheets.
|
Cleco Power
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
FAIR VALUE
|
| |
VALUATION
TECHNIQUE |
| |
SIGNIFICANT
UNOBSERVABLE INPUTS |
| |
FORWARD PRICE
RANGE |
||||||
(THOUSANDS, EXCEPT DOLLAR PER MWh)
|
| |
Assets
|
| |
Liabilities
|
| |
|
| |
|
| |
Low
|
| |
High
|
FTRs at December 31, 2019
|
| |
$6,311
|
| |
$586
|
| |
RTO auction
pricing |
| |
FTR price -
per MWh |
| |
$(2.04)
|
| |
$2.86
|
FTRs at December 31, 2018
|
| |
$23,355
|
| |
$468
|
| |
RTO auction
pricing |
| |
FTR price -
per MWh |
| |
$(4.40)
|
| |
$15.10
|
Cleco
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
AMOUNT OF GAIN/(LOSS)
RECOGNIZED IN INCOME ON DERIVATIVES FOR THE YEAR ENDED DEC. 31, |
||||||
(THOUSANDS)
|
| |
DERIVATIVES LINE ITEM
|
| |
2019
|
| |
2018
|
| |
2017
|
Commodity contracts
|
| |
|
| |
|
| |
|
|||
FTRs(1)
|
| |
Electric operations
|
| |
$13,043
|
| |
$39,659
|
| |
$23,826
|
FTRs(1)
|
| |
Purchased power
|
| |
(15,685)
|
| |
(4,566)
|
| |
(5,509
|
Other commodity derivatives
|
| |
Fuel used for electric generation
|
| |
(5,172)
|
| |
—
|
| |
—
|
Total
|
| |
$(7,814)
|
| |
$35,093
|
| |
$18,317
|
(1)
|
For the years ended December 31, 2019, 2018, and 2017, unrealized gains (losses) associated with FTRs for Cleco Power of $(1.7) million, $11.9 million and $(1.4) million, respectively, were reported through Accumulated deferred fuel on the balance sheet.
|
Cleco Power
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
AMOUNT OF GAIN/(LOSS)
FOR THE YEAR ENDED DEC. 31, |
||||||
(THOUSANDS)
|
| |
DERIVATIVES LINE ITEM
|
| |
2019
|
| |
2018
|
| |
2017
|
Commodity contracts
|
| |
|
| |
|
| |
|
| |
|
FTRs(1)
|
| |
Electric operations
|
| |
$13,047
|
| |
$39,659
|
| |
$23,826
|
FTRs(1)
|
| |
Purchased power
|
| |
(6,066)
|
| |
(4,566)
|
| |
(5,509)
|
Total
|
| |
$6,981
|
| |
$35,093
|
| |
$18,317
|
(1)
|
For the years ended December 31, 2019, 2018, and 2017, unrealized gains (losses) associated with FTRs of $(0.9) million, $11.9 million, and $(1.4) million, respectively, were reported through Accumulated deferred fuel on the balance sheet.
|
Cleco Power
|
| |
|
| |
|
|
| |
AT DEC. 31,
|
|||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
Finance leases
|
| |
|
| |
|
Barge lease obligations
|
| |
15,861
|
| |
16,418
|
Gross amount of long-term debt and finance leases
|
| |
1,401,916
|
| |
1,423,043
|
Less: long-term debt due within one year
|
| |
60,970
|
| |
20,571
|
Less: finance leases classified as long-term debt due within one year
|
| |
617
|
| |
557
|
Unamortized debt discount
|
| |
(5,368)
|
| |
(5,695)
|
Unamortized debt issuance costs
|
| |
(7,589)
|
| |
(8,446)
|
Total long-term debt and finance leases, net
|
| |
$1,327,372
|
| |
$1,387,774
|
(1)
|
For December 31, 2019, and 2018, this amount includes unamortized debt issuance costs for Cleco Holdings of $11.9 million and $8.2 million, respectively, partially offset by deferred debt issuance costs eliminated as a result of the 2016 Merger of $5.6 million and $6.3 million, respectively. For more information, see Note 6 — “Regulatory Assets and Liabilities — Cleco Holdings’ 2016 Merger Adjustments.”
|
(THOUSANDS)
|
| |
CLECO
|
| |
CLECO POWER
|
For the year ending Dec. 31
|
| |
|
| |
|
2020(1)
|
| |
$11,055
|
| |
$11,055
|
2021
|
| |
$330,000
|
| |
$—
|
2022
|
| |
$25,000
|
| |
$25,000
|
2023
|
| |
$265,000
|
| |
$100,000
|
2024
|
| |
$50,000
|
| |
$50,000
|
Thereafter
|
| |
$2,385,000
|
| |
$1,200,000
|
(1)
|
Does not include Series A GO Zone bonds that have a maturity date of December 2038 but a mandatory tender in May 2020.
|
(THOUSANDS)
|
| |
CLECO
|
| |
CLECO POWER
|
For the year ending Dec. 31
|
| |
|
| |
|
2020
|
| |
$617
|
| |
$617
|
2021
|
| |
$682
|
| |
$682
|
2022
|
| |
$755
|
| |
$755
|
2023
|
| |
$836
|
| |
$836
|
2024
|
| |
$925
|
| |
$925
|
Thereafter
|
| |
$12,046
|
| |
$12,046
|
(THOUSANDS)
|
| |
|
For the year ending Dec. 31
|
| |
|
2019
|
| |
$66,700
|
2020
|
| |
$133,300
|
2021
|
| |
$200,000
|
2022
|
| |
$267,700
|
2023
|
| |
$333,300
|
2024
|
| |
$400,000
|
|
| |
PENSION BENEFITS
|
| |
OTHER BENEFITS
|
||||||
|
| |
FOR THE YEAR ENDED
DEC. 31, |
| |
FOR THE YEAR ENDED
DEC. 31, |
||||||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
2019
|
| |
2018
|
Change in benefit obligation
|
| |
|
| |
|
| |
|
| |
|
Benefit obligation at beginning of period
|
| |
$530,936
|
| |
$567,215
|
| |
$40,455
|
| |
$43,203
|
Service cost
|
| |
8,414
|
| |
9,507
|
| |
1,191
|
| |
1,320
|
Interest cost
|
| |
22,485
|
| |
20,860
|
| |
1,646
|
| |
1,465
|
Plan participants’ contributions
|
| |
—
|
| |
—
|
| |
1,229
|
| |
1,224
|
Actuarial loss (gain)
|
| |
73,655
|
| |
(42,935)
|
| |
13,897
|
| |
(1,106)
|
Expenses paid
|
| |
(2,933)
|
| |
(2,786)
|
| |
—
|
| |
—
|
Benefits paid
|
| |
(22,234)
|
| |
(20,925)
|
| |
(5,696)
|
| |
(5,651)
|
Benefit obligation at end of period
|
| |
610,323
|
| |
530,936
|
| |
52,722
|
| |
40,455
|
Change in plan assets
|
| |
|
| |
|
| |
|
| |
|
Fair value of plan assets at beginning of period
|
| |
391,933
|
| |
444,089
|
| |
—
|
| |
—
|
Actual return on plan assets
|
| |
81,081
|
| |
(28,884)
|
| |
—
|
| |
—
|
Employer contributions
|
| |
12,250
|
| |
—
|
| |
—
|
| |
—
|
Expenses paid
|
| |
(2,933)
|
| |
(2,786)
|
| |
—
|
| |
—
|
Adjustment
|
| |
—
|
| |
439
|
| |
—
|
| |
—
|
Benefits paid
|
| |
(22,234)
|
| |
(20,925)
|
| |
—
|
| |
—
|
Fair value of plan assets at end of period
|
| |
460,097
|
| |
391,933
|
| |
—
|
| |
—
|
Unfunded status
|
| |
$(150,226)
|
| |
$(139,003)
|
| |
$(52,722)
|
| |
$(40,455)
|
|
| |
PENSION BENEFITS
|
|||
|
| |
AT DEC. 31,
|
|||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
Accumulated benefit obligation
|
| |
$568,354
|
| |
$491,522
|
|
| |
PENSION BENEFITS
|
| |
OTHER BENEFITS
|
||||||
|
| |
AT DEC. 31,
|
| |
AT DEC. 31,
|
||||||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
2019
|
| |
2018
|
Net actuarial loss (gain) occurring during period
|
| |
$19,075
|
| |
$9,722
|
| |
$13,897
|
| |
$(1,106)
|
Net actuarial loss amortized during period
|
| |
$7,849
|
| |
$12,313
|
| |
$21
|
| |
$135
|
Prior service credit amortized during period
|
| |
$(71)
|
| |
$(71)
|
| |
$—
|
| |
$—
|
|
| |
PENSION BENEFITS
|
| |
OTHER BENEFITS
|
||||||||||||
|
| |
AT DEC. 31,
|
| |
AT DEC. 31,
|
||||||||||||
(THOUSANDS)
|
| |
2020
|
| |
2019
|
| |
2018
|
| |
2020
|
| |
2019
|
| |
2018
|
Net actuarial loss
|
| |
$14,824
|
| |
$151,603
|
| |
$140,377
|
| |
$1,355
|
| |
$15,732
|
| |
$1,814
|
Prior service credit
|
| |
$(60)
|
| |
$(60)
|
| |
$(131)
|
| |
$—
|
| |
$—
|
| |
$—
|
|
| |
PENSION BENEFITS
|
| |
OTHER BENEFITS
|
||||||||||||
|
| |
FOR THE YEAR ENDED DEC. 31,
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||||||||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
2017
|
| |
2019
|
| |
2018
|
| |
2017
|
Components of periodic benefit costs
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Service cost
|
| |
$8,414
|
| |
$9,507
|
| |
$9,039
|
| |
$1,191
|
| |
$1,320
|
| |
1,446
|
Interest cost
|
| |
22,485
|
| |
20,860
|
| |
21,648
|
| |
1,646
|
| |
1,465
|
| |
1,569
|
Expected return on plan assets
|
| |
(26,502)
|
| |
(23,773)
|
| |
(24,064)
|
| |
—
|
| |
—
|
| |
—
|
Amortizations
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Prior service credit
|
| |
(71)
|
| |
(71)
|
| |
(71)
|
| |
—
|
| |
—
|
| |
—
|
Net loss (gain)
|
| |
7,849
|
| |
12,312
|
| |
10,008
|
| |
21
|
| |
135
|
| |
(50)
|
Net periodic benefit cost
|
| |
$12,175
|
| |
$18,835
|
| |
$16,560
|
| |
2,858
|
| |
$2,920
|
| |
$2,965
|
Cleco
|
| |
|
| |
|
|
| |
AT DEC. 31,
|
|||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
Current
|
| |
$4,401
|
| |
$4,130
|
Non-current
|
| |
$48,321
|
| |
$36,325
|
Cleco Power
|
| |
|
| |
|
|
| |
AT DEC. 31,
|
|||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
Current
|
| |
$3,815
|
| |
$3,584
|
Non-current
|
| |
$42,080
|
| |
$31,694
|
|
| |
PENSION BENEFITS
|
| |
OTHER BENEFITS
|
||||||
|
| |
AT DEC. 31,
|
| |
AT DEC. 31,
|
||||||
|
| |
2019
|
| |
2018
|
| |
2019
|
| |
2018
|
Weighted-average assumptions used to determine the benefit obligation
|
| |
|
| |
|
| |
|
| |
|
Discount rate
|
| |
3.43%
|
| |
4.35%
|
| |
3.25%
|
| |
4.16%
|
Rate of compensation increase
|
| |
2.81%
|
| |
2.93%
|
| |
N/A
|
| |
N/A
|
|
| |
PENSION BENEFITS
|
| |
OTHER BENEFITS
|
||||||||||||
|
| |
FOR THE YEAR ENDED DEC. 31,
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||||||||
|
| |
2019
|
| |
2018
|
| |
2017
|
| |
2019
|
| |
2018
|
| |
2017
|
Weighted-average assumptions used to determine the net benefit cost
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Discount rate
|
| |
4.35%
|
| |
3.73%
|
| |
4.27%
|
| |
4.16%
|
| |
3.47%
|
| |
3.81%
|
Expected return on plan assets
|
| |
6.55%
|
| |
5.86%
|
| |
6.08%
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
Rate of compensation increase
|
| |
2.81%
|
| |
2.93%
|
| |
2.98%
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
•
|
Level 1 – unadjusted quoted prices in active, liquid markets for the identical asset or liability,
|
•
|
Level 2 – quoted prices for similar assets and liabilities in active markets or other inputs that are observable for the asset or liability, including inputs that can be corroborated by observable market data, observable interest rate yield curves and volatilities, and
|
•
|
Level 3 – unobservable inputs based upon the entities’ own assumptions.
|
(THOUSANDS)
|
| |
AT DEC.
31, 2019 |
| |
QUOTED
PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1) |
| |
SIGNIFICANT
OTHER OBSERVABLE INPUTS (LEVEL 2) |
| |
SIGNIFICANT
UNOBSERVABLE INPUTS (LEVEL 3) |
Asset Description
|
| |
|
| |
|
| |
|
| |
|
Cash equivalents
|
| |
$4,810
|
| |
$—
|
| |
$4,810
|
| |
$—
|
Government securities
|
| |
19,517
|
| |
—
|
| |
19,517
|
| |
—
|
Mutual funds
|
| |
|
| |
|
| |
|
| |
|
Domestic
|
| |
102,184
|
| |
102,184
|
| |
—
|
| |
—
|
International
|
| |
53,041
|
| |
53,041
|
| |
—
|
| |
—
|
Real estate funds
|
| |
18,017
|
| |
—
|
| |
—
|
| |
18,017
|
Corporate debt
|
| |
157,109
|
| |
—
|
| |
157,109
|
| |
—
|
Total
|
| |
$354,678
|
| |
$155,225
|
| |
$181,436
|
| |
$18,017
|
Investments measured at net asset value*
|
| |
103,326
|
| |
|
| |
|
| |
|
Interest accrual
|
| |
2,093
|
| |
|
| |
|
| |
|
Total net assets
|
| |
$460,097
|
| |
|
| |
|
| |
|
*
|
Investments measured at net asset value consist of Common/collective trust.
|
(THOUSANDS)
|
| |
AT DEC.
31, 2018 |
| |
QUOTED
PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1) |
| |
SIGNIFICANT
OTHER OBSERVABLE INPUTS (LEVEL 2) |
| |
SIGNIFICANT
UNOBSERVABLE INPUTS (LEVEL 3) |
Asset Description
|
| |
|
| |
|
| |
|
| |
|
Cash equivalents
|
| |
$2,471
|
| |
$—
|
| |
$2,471
|
| |
$—
|
Common stock
|
| |
13,111
|
| |
13,111
|
| |
—
|
| |
—
|
Government securities
|
| |
19,831
|
| |
—
|
| |
19,831
|
| |
—
|
Mutual funds
|
| |
|
| |
|
| |
|
| |
|
Domestic
|
| |
79,210
|
| |
79,210
|
| |
—
|
| |
—
|
International
|
| |
43,418
|
| |
43,418
|
| |
—
|
| |
—
|
Real estate funds
|
| |
20,298
|
| |
—
|
| |
—
|
| |
20,298
|
Corporate debt
|
| |
138,391
|
| |
—
|
| |
138,391
|
| |
—
|
Total
|
| |
$316,730
|
| |
$135,739
|
| |
$160,693
|
| |
$20,298
|
Investments measured at net asset value*
|
| |
73,100
|
| |
|
| |
|
| |
|
Interest accrual
|
| |
2,103
|
| |
|
| |
|
| |
|
Total net assets
|
| |
$391,933
|
| |
|
| |
|
| |
|
*
|
Investments measured at net asset value consist of Common/collective trust.
|
•
|
Exceed the (FAS) actuarial assumed rate of return on plan assets, and
|
•
|
Exceed the annualized total return of the following customized index (based on the target allocation in the glide path) consisting of a mixture of S&P 500 Index, Russell 2500 Index, Morgan Stanley Capital International All Country World ex U.S. Index, Morgan Stanley Capital International Emerging Markets Index, Customer Index related to Multi-Asset Credit asset class, Bloomberg Barclays Capital Long Credit Index, Bloomberg Barclays 15+ Year Treasury STRIPS, and National Council of Real Estate Investment Fiduciaries Index.
|
•
|
Equity holdings of a single company (including common stock and convertible securities) must not exceed 10% of the manager’s portfolio measured at market value.
|
•
|
A minimum of 25 stocks should be owned in the portfolio.
|
•
|
Equity holdings in any one economic sector should not exceed the lesser of three times the sector’s weighting in the S&P 500 Index or 35% of the portfolio.
|
•
|
Equity holdings should represent at least 90% of the portfolio.
|
•
|
Marketable common stocks, preferred stocks convertible into common stocks, and fixed income securities convertible into common stocks are the only permissible equity investments.
|
•
|
Securities in foreign entities denominated in U.S. dollars are limited to 10%. Securities denominated in currencies other than U.S. dollars are not permitted.
|
•
|
The purchase of securities on margin and short sales is prohibited.
|
•
|
Equity holdings of a single company (including common stock and convertible securities) should not exceed 5% of the manager’s portfolio measured at market value.
|
•
|
A minimum of 30 stocks should be owned.
|
•
|
Equity holdings in any industry sector should not exceed 35%.
|
•
|
A minimum of 50% of the countries within the Morgan Stanley Capital International All Country World ex U.S. Index should be represented within the portfolio. The allocation to an individual country should not exceed the lesser of 30% or 5 times the country’s weighting within the Morgan Stanley Capital International All Country World ex U.S. Index.
|
•
|
Currency hedging decisions are at the discretion of the investment manager.
|
•
|
Equity holdings in any single company should not exceed 10% of the manager’s portfolio.
|
•
|
A minimum of 30 individual stocks should be owned.
|
•
|
Equity holdings of a single industry should not exceed 25%.
|
•
|
Equity investments must represent at least 75% of the manager’s portfolio.
|
•
|
A minimum of three countries should be represented within the manager’s portfolio.
|
•
|
Illiquid securities which are not readily marketable may represent no more than 10% of the manager’s portfolio.
|
•
|
Currency hedging decisions are at the discretion of the investment manager.
|
•
|
Assets can include, but would not be limited to, high yield debt, emerging market debt, global investment grade credit and bank loans, as well as fixed income strategies.
|
•
|
Currency hedging decisions are the discretion of the investment manager.
|
•
|
The STRIPS are synthetic zero-coupon bonds that are created by separating each coupon and principal payment of a treasury bond into a separate security. STRIPS take the form of a zero-coupon bond which is sold at a discount to face value and mature at par. They are backed by U.S. Treasury securities.
|
•
|
Implementation of the portfolio is either through Treasury Futures or purchase of Treasury STRIPS through an investment manager.
|
•
|
The benchmark would be Bloomberg Barclays 15+ Year Treasury STRIPS.
|
•
|
Permitted assets include U.S. government and agency securities, corporate securities, mortgage-backed securities, investment-grade private placements, surplus notes, trust preferred, e-caps and hybrids, money-market securities, and senior and subordinated debt.
|
•
|
At least 90% of securities must be U.S. dollar denominated.
|
•
|
At least 70% of the securities must be investment-grade credit.
|
•
|
Securities must have a maximum position size of 5% for A rated securities and 3% for BBB rated securities.
|
•
|
The duration of the portfolio must be within +/- 1 year of benchmark.
|
•
|
Treasury STRIPS managers will have the discretion to utilize U.S. treasury futures and STRIPS as needed to adjust the portfolio duration.
|
•
|
Real estate funds should be invested primarily in direct equity positions, with debt and other investments representing less than 25% of the fund.
|
•
|
Leverage should be no more than 70% of the market value of the fund.
|
•
|
Investments should be focused on existing income-producing properties, with land and development properties representing less than 40% of the fund.
|
|
| |
PERCENT OF TOTAL PLAN ASSETS
|
||||||
|
| |
AT DEC. 31, 2019
|
||||||
|
| |
MINIMUM
|
| |
TARGET
|
| |
MAXIMUM
|
Return-seeking
|
| |
|
| |
|
| |
|
Domestic equity
|
| |
|
| |
19%
|
| |
|
International equity
|
| |
|
| |
20%
|
| |
|
Multi-asset credit
|
| |
|
| |
6%
|
| |
|
Real estate
|
| |
|
| |
5%
|
| |
|
Total return-seeking
|
| |
45%
|
| |
50%
|
| |
55%
|
Liability hedging*
|
| |
45%
|
| |
50%
|
| |
55%
|
*
|
Liability hedging has no target subcategories
|
|
| |
ONE-PERCENTAGE POINT
|
|||
(THOUSANDS)
|
| |
INCREASE
|
| |
DECREASE
|
Effect on total of service and interest cost components
|
| |
$14
|
| |
$(16)
|
Effect on postretirement benefit obligation
|
| |
$205
|
| |
$(229)
|
(THOUSANDS)
|
| |
PENSION BENEFITS
|
| |
OTHER BENEFITS, GROSS
|
For the year ending Dec. 31,
|
| |
|
| |
|
2020
|
| |
$24,065
|
| |
$4,472
|
2021
|
| |
$25,293
|
| |
$4,498
|
2022
|
| |
$26,541
|
| |
$4,554
|
2023
|
| |
$27,709
|
| |
$4,536
|
2024
|
| |
$28,741
|
| |
$4,531
|
Next five years
|
| |
$158,810
|
| |
$21,706
|
|
| |
SERP BENEFITS
|
|||
|
| |
FOR THE YEAR ENDED DEC. 31,
|
|||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
Change in benefit obligation
|
| |
|
| |
|
Benefit obligation at beginning of period
|
| |
$78,414
|
| |
$84,339
|
Service cost
|
| |
330
|
| |
542
|
Interest cost
|
| |
3,326
|
| |
3,077
|
Actuarial loss (gain)
|
| |
11,608
|
| |
(5,163)
|
Benefits paid
|
| |
(4,550)
|
| |
(4,381)
|
Benefit obligation at end of period
|
| |
$89,128
|
| |
$78,414
|
|
| |
SERP BENEFITS
|
|||
|
| |
AT DEC. 31,
|
|||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
Accumulated benefit obligation
|
| |
$89,128
|
| |
$78,414
|
|
| |
SERP BENEFITS
|
|||
|
| |
FOR THE YEAR ENDED DEC. 31,
|
|||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
Net actuarial loss (gain) occurring during year
|
| |
$11,608
|
| |
$(5,163)
|
Net actuarial loss amortized during year
|
| |
$1,544
|
| |
$2,913
|
Prior service credit amortized during year
|
| |
$(160)
|
| |
$(160)
|
|
| |
SERP BENEFITS
|
||||||
|
| |
AT DEC. 31,
|
||||||
(THOUSANDS)
|
| |
2020
|
| |
2019
|
| |
2018
|
Net actuarial loss
|
| |
$3,171
|
| |
$28,731
|
| |
$17,261
|
Prior service credit
|
| |
$(160)
|
| |
$(1,678)
|
| |
$(1,837)
|
|
| |
SERP BENEFITS
|
||||||
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
2017
|
Components of periodic benefit costs
|
| |
|
| |
|
| |
|
Service cost
|
| |
$330
|
| |
$542
|
| |
$494
|
Interest cost
|
| |
3,326
|
| |
3,077
|
| |
3,239
|
Amortizations
|
| |
|
| |
|
| |
|
Prior service credit
|
| |
(160)
|
| |
(160)
|
| |
(190)
|
Net loss
|
| |
1,544
|
| |
2,913
|
| |
2,105
|
Net periodic benefit cost
|
| |
5,040
|
| |
6,372
|
| |
5,648
|
Special/contractual termination benefits
|
| |
—
|
| |
—
|
| |
315
|
Total benefit cost
|
| |
$5,040
|
| |
$6,372
|
| |
$5,963
|
|
| |
SERP BENEFITS
|
|||
|
| |
AT DEC. 31,
|
|||
|
| |
2019
|
| |
2018
|
Weighted-average assumptions used to determine the benefit obligation
|
| |
|
| |
|
Discount rate
|
| |
3.37%
|
| |
4.34%
|
Rate of compensation increase
|
| |
5.00%
|
| |
5.00%
|
|
| |
SERP BENEFITS
|
|||||||||
|
| |
JAN. 1, 2019 -
DEC. 31, 2019 |
| |
JAN. 1, 2018 -
DEC. 31, 2018 |
| |
MAR. 31, 2017 -
DEC. 31, 2017 |
| |
JAN. 1, 2017 -
MAR. 30, 2017 |
Weighted-average assumptions used to determine the net benefit cost
|
| |
|
| |
|
| |
|
| |
|
Discount rate
|
| |
4.34%
|
| |
3.70%
|
| |
4.08%
|
| |
4.22%
|
Rate of compensation increase
|
| |
5.00%
|
| |
5.00%
|
| |
5.00%
|
| |
5.00%
|
Cleco
|
| |
|
| |
|
|
| |
AT DEC. 31,
|
|||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
Current
|
| |
$4,599
|
| |
$4,478
|
Non-current
|
| |
$84,529
|
| |
$73,936
|
Cleco Power
|
| |
|
| |
|
|
| |
AT DEC. 31,
|
|||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
Current
|
| |
$760
|
| |
$930
|
Non-current
|
| |
$13,964
|
| |
$12,025
|
(THOUSANDS)
|
| |
2020
|
| |
2021
|
| |
2022
|
| |
2023
|
| |
2024
|
| |
NEXT FIVE
YEARS |
SERP
|
| |
$4,662
|
| |
$4,689
|
| |
$4,698
|
| |
$4,710
|
| |
$4,753
|
| |
$24,861
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
2017
|
401(k) Plan expense
|
| |
$7,861
|
| |
$5,884
|
| |
$5,386
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
2017
|
401(k) Plan expense
|
| |
$3,408
|
| |
$1,066
|
| |
$888
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||
(THOUSANDS, EXCEPT PERCENTAGES)
|
| |
2019
|
| |
2018
|
| |
2017
|
Income before tax
|
| |
$195,830
|
| |
$123,819
|
| |
$145,159
|
Statutory rate
|
| |
21.0%
|
| |
21.0%
|
| |
35.0%
|
Tax expense at federal statutory rate
|
| |
$41,124
|
| |
$26,002
|
| |
$50,806
|
Increase (decrease)
|
| |
|
| |
|
| |
|
Plant differences, including AFUDC flowthrough
|
| |
(4,687)
|
| |
(401)
|
| |
743
|
State income taxes, net of federal benefit
|
| |
9,565
|
| |
6,288
|
| |
5,047
|
Return to accrual adjustment
|
| |
(3,963)
|
| |
(193)
|
| |
(608)
|
TCJA
|
| |
—
|
| |
(19)
|
| |
(46,291)
|
NMTC
|
| |
—
|
| |
(1,578)
|
| |
313
|
Other, net
|
| |
1,126
|
| |
(717)
|
| |
(2,931)
|
Total tax expense
|
| |
$43,165
|
| |
$29,382
|
| |
$7,079
|
Effective rate
|
| |
22.0%
|
| |
23.7%
|
| |
4.9%
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
2017
|
Current federal income tax expense
|
| |
$1,600
|
| |
$15,304
|
| |
$46,520
|
Deferred federal income tax expense (benefit)
|
| |
37,963
|
| |
5,863
|
| |
(47,329)
|
Amortization of accumulated deferred investment tax credits
|
| |
(191)
|
| |
(236)
|
| |
(662)
|
Total federal income tax expense (benefit)
|
| |
$39,372
|
| |
$20,931
|
| |
$(1,471)
|
Current state income tax expense
|
| |
1,675
|
| |
7,771
|
| |
3,187
|
Deferred state income tax expense
|
| |
2,118
|
| |
680
|
| |
5,363
|
Total state income tax expense
|
| |
$3,793
|
| |
$8,451
|
| |
$8,550
|
Total federal and state income tax expense
|
| |
$43,165
|
| |
$29,382
|
| |
$7,079
|
Items charged or credited directly to member’s equity
|
| |
|
| |
|
| |
|
Federal deferred
|
| |
(5,130)
|
| |
1,408
|
| |
(2,380)
|
State deferred
|
| |
(1,678)
|
| |
460
|
| |
(384)
|
Total tax (benefit) expense from items charged directly to member’s equity
|
| |
$(6,808)
|
| |
$1,868
|
| |
$(2,764)
|
Total federal and state income tax expense
|
| |
$36,357
|
| |
$31,250
|
| |
$4,315
|
|
| |
AT DEC. 31,
|
|||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
Depreciation and property basis differences
|
| |
$(862,263)
|
| |
$(664,996)
|
Net operating loss carryforward
|
| |
120,955
|
| |
—
|
NMTC
|
| |
92,364
|
| |
86,673
|
Fuel costs
|
| |
(3,984)
|
| |
(8,339)
|
Other comprehensive income
|
| |
10,612
|
| |
640
|
Regulated operations regulatory liability, net
|
| |
34,836
|
| |
39,808
|
Postretirement benefits
|
| |
22,691
|
| |
19,580
|
Merger fair value adjustments
|
| |
(52,957)
|
| |
(56,725)
|
Other
|
| |
(19,312)
|
| |
(24,671)
|
Accumulated deferred federal and state income taxes, net
|
| |
$(657,058)
|
| |
$(608,030)
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||
(THOUSANDS, EXCEPT PERCENTAGES)
|
| |
2019
|
| |
2018
|
| |
2017
|
Income before tax
|
| |
$193,714
|
| |
$218,181
|
| |
$218,069
|
Statutory rate
|
| |
21.0%
|
| |
21.0%
|
| |
35.0%
|
Tax expense at federal statutory rate
|
| |
$40,680
|
| |
$45,818
|
| |
$76,324
|
Increase (decrease)
|
| |
|
| |
|
| |
|
Plant differences, including AFUDC flowthrough
|
| |
(4,687)
|
| |
(401)
|
| |
743
|
State income taxes, net of federal benefit
|
| |
11,683
|
| |
11,080
|
| |
7,583
|
Return to accrual adjustment
|
| |
(2,008)
|
| |
483
|
| |
(284)
|
TCJA
|
| |
—
|
| |
(19)
|
| |
(14,292)
|
Other, net
|
| |
(216)
|
| |
(1,037)
|
| |
(2,743)
|
Total taxes
|
| |
$45,452
|
| |
$55,924
|
| |
$67,331
|
Effective rate
|
| |
23.5%
|
| |
25.6%
|
| |
30.9%
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
2017
|
Current federal income tax expense
|
| |
$14,781
|
| |
$44,411
|
| |
$87,433
|
Deferred federal income tax expense (benefit)
|
| |
22,443
|
| |
(9,033)
|
| |
(29,190)
|
Amortization of accumulated deferred investment tax credits
|
| |
(191)
|
| |
(236)
|
| |
(662)
|
Total federal income tax expense
|
| |
$37,033
|
| |
$35,142
|
| |
$57,581
|
Current state income tax expense
|
| |
9,063
|
| |
23,293
|
| |
14,751
|
Deferred state income tax benefit
|
| |
(644)
|
| |
(2,511)
|
| |
(5,001)
|
Total state income tax expense
|
| |
$8,419
|
| |
$20,782
|
| |
$9,750
|
Total federal and state income taxes
|
| |
$45,452
|
| |
$55,924
|
| |
$67,331
|
Items charged or credited directly to members’ equity
|
| |
|
| |
|
| |
|
Federal deferred
|
| |
(2,500)
|
| |
797
|
| |
(141)
|
State deferred
|
| |
(818)
|
| |
261
|
| |
(23)
|
Total tax (benefit) expense from items charged directly to member’s equity
|
| |
$(3,318)
|
| |
$1,058
|
| |
$(164)
|
Total federal and state income tax expense
|
| |
$42,134
|
| |
$56,982
|
| |
$67,167
|
|
| |
AT DEC. 31,
|
|||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
Depreciation and property basis differences
|
| |
$(705,423)
|
| |
$(666,224)
|
Net operating loss carryforward
|
| |
2,714
|
| |
—
|
Fuel costs
|
| |
(5,608)
|
| |
(8,339)
|
Other comprehensive income
|
| |
7,510
|
| |
4,192
|
Regulated operations regulatory liability, net
|
| |
34,836
|
| |
39,808
|
Postretirement benefits
|
| |
10,044
|
| |
11,081
|
Other
|
| |
(1,907)
|
| |
(11,283)
|
Accumulated deferred federal and state income taxes, net
|
| |
$(657,834)
|
| |
$(630,765)
|
SEGMENT INFORMATION
|
| |
|
||||||||||||
|
| |
FOR THE YEAR ENDED DEC. 31, 2019
|
||||||||||||
(THOUSANDS)
|
| |
CLECO
POWER |
| |
CLECO
CAJUN |
| |
OTHER
|
| |
ELIMINATIONS
|
| |
CONSOLIDATED
|
Revenue
|
| |
|
| |
|
| |
|
| |
|
| |
|
Electric operations
|
| |
$1,130,928
|
| |
$375,489
|
| |
$(9,680)
|
| |
$(1)
|
| |
$1,496,736
|
Other operations
|
| |
72,833
|
| |
117,468
|
| |
2
|
| |
(7,471)
|
| |
182,832
|
Affiliate revenue
|
| |
3,125
|
| |
108
|
| |
109,067
|
| |
(112,300)
|
| |
—
|
Electric customer credits
|
| |
(38,516)
|
| |
(1,447)
|
| |
—
|
| |
—
|
| |
(39,963)
|
Operating revenue, net
|
| |
$1,168,370
|
| |
$491,618
|
| |
$99,389
|
| |
$(119,772)
|
| |
$1,639,605
|
Depreciation and amortization
|
| |
$172,471
|
| |
$35,544
|
| |
$8,305
|
| |
$—
|
| |
$216,320
|
Merger transaction and commitment costs
|
| |
$—
|
| |
$—
|
| |
$7,668
|
| |
$—
|
| |
$7,668
|
Interest income
|
| |
$4,744
|
| |
$987
|
| |
$974
|
| |
$(615)
|
| |
$6,090
|
Interest charges
|
| |
$71,279
|
| |
$35
|
| |
$70,611
|
| |
$(616)
|
| |
$141,309
|
Net income (loss)
|
| |
$148,262
|
| |
$69,411
|
| |
$(65,009)
|
| |
$1
|
| |
$152,665
|
Additions to property, plant, and equipment
|
| |
$313,962
|
| |
$9,174
|
| |
$655
|
| |
$—
|
| |
$323,791
|
Equity investment in investee
|
| |
$17,072
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$17,072
|
Goodwill
|
| |
$1,490,797
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$1,490,797
|
Total segment assets
|
| |
$5,967,327
|
| |
$1,011,591
|
| |
$546,096
|
| |
$(48,716)
|
| |
$7,476,298
|
|
| |
FOR THE YEAR ENDED DEC. 31, 2018
|
|||||||||
(THOUSANDS)
|
| |
CLECO
POWER |
| |
OTHER
|
| |
ELIMINATIONS
|
| |
CONSOLIDATED
|
Revenue
|
| |
|
| |
|
| |
|
| |
|
Electric operations
|
| |
$1,191,587
|
| |
$(9,680)
|
| |
$—
|
| |
$1,181,907
|
Other operations
|
| |
82,330
|
| |
2
|
| |
—
|
| |
82,332
|
Affiliate revenue
|
| |
874
|
| |
74,591
|
| |
(75,465)
|
| |
—
|
Electric customer credits
|
| |
(33,195)
|
| |
—
|
| |
—
|
| |
(33,195)
|
Operating revenue, net
|
| |
$1,241,596
|
| |
$64,913
|
| |
$(75,465)
|
| |
$1,231,044
|
Depreciation and amortization
|
| |
$162,069
|
| |
$8,344
|
| |
$1
|
| |
$170,414
|
Merger transaction and commitment costs
|
| |
$—
|
| |
$19,514
|
| |
$—
|
| |
$19,514
|
Interest income
|
| |
$5,052
|
| |
$1,338
|
| |
$(317)
|
| |
$6,073
|
Interest charges
|
| |
$71,303
|
| |
$55,659
|
| |
$(320)
|
| |
$126,642
|
Federal and state income tax expense (benefit)
|
| |
$55,924
|
| |
$(26,541)
|
| |
$(1)
|
| |
$29,382
|
Net income (loss)
|
| |
$162,257
|
| |
$(67,819)
|
| |
$(1)
|
| |
$94,437
|
Additions to property, plant, and equipment
|
| |
$289,153
|
| |
$1,908
|
| |
$—
|
| |
$291,061
|
Equity investment in investee
|
| |
$18,172
|
| |
$—
|
| |
$—
|
| |
$18,172
|
Goodwill
|
| |
$1,490,797
|
| |
$—
|
| |
$—
|
| |
$1,490,797
|
Total segment assets
|
| |
$5,839,853
|
| |
$633,756
|
| |
$(36,795)
|
| |
$6,436,814
|
|
| |
FOR THE YEAR ENDED DEC. 31, 2017
|
|||||||||
(THOUSANDS)
|
| |
CLECO
POWER |
| |
OTHER
|
| |
ELIMINATIONS
|
| |
CONSOLIDATED
|
Revenue
|
| |
|
| |
|
| |
|
| |
|
Electric operations
|
| |
$1,108,389
|
| |
$(10,757)
|
| |
$—
|
| |
$1,097,632
|
Other operations
|
| |
77,522
|
| |
2,058
|
| |
—
|
| |
79,580
|
Affiliate revenue
|
| |
851
|
| |
57,168
|
| |
(58,019)
|
| |
—
|
Electric customer credits
|
| |
(1,566)
|
| |
—
|
| |
—
|
| |
(1,566)
|
Operating revenue, net
|
| |
$1,185,196
|
| |
$48,469
|
| |
$(58,019)
|
| |
$1,175,646
|
Depreciation and amortization
|
| |
$158,415
|
| |
$8,439
|
| |
$—
|
| |
$166,854
|
Merger transaction and commitment costs
|
| |
$—
|
| |
$5,445
|
| |
$(293)
|
| |
$5,152
|
Interest income
|
| |
$1,283
|
| |
$316
|
| |
$(175)
|
| |
$1,424
|
Interest charges
|
| |
$69,362
|
| |
$53,725
|
| |
$(174)
|
| |
$122,913
|
Federal and state income tax expense (benefit)
|
| |
$67,331
|
| |
$(60,252)
|
| |
$—
|
| |
$7,079
|
Net income (loss)
|
| |
$150,738
|
| |
$(12,659)
|
| |
$1
|
| |
$138,080
|
Additions to property, plant, and equipment
|
| |
$235,252
|
| |
$1,680
|
| |
$—
|
| |
$236,932
|
Equity investment in investee
|
| |
$18,172
|
| |
$—
|
| |
$—
|
| |
$18,172
|
Goodwill
|
| |
$1,490,797
|
| |
$—
|
| |
$—
|
| |
$1,490,797
|
Total segment assets
|
| |
$5,679,538
|
| |
$619,943
|
| |
$(21,099)
|
| |
$6,278,382
|
|
| |
AT DEC. 31,
|
|||
INCEPTION TO DATE (THOUSANDS)
|
| |
2019
|
| |
2018
|
Purchase price
|
| |
$12,873
|
| |
$12,873
|
Cash contributions
|
| |
6,399
|
| |
6,399
|
Dividend received
|
| |
(2,200)
|
| |
(1,100)
|
Total equity investment in investee
|
| |
$17,072
|
| |
$18,172
|
|
| |
AT DEC. 31,
|
|||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
Oxbow’s net assets/liabilities
|
| |
$34,145
|
| |
$36,345
|
Cleco Power’s 50% equity
|
| |
$17,072
|
| |
$18,172
|
Cleco Power’s maximum exposure to loss
|
| |
$17,072
|
| |
$18,172
|
|
| |
AT DEC. 31,
|
|||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
Current assets
|
| |
$2,239
|
| |
$4,128
|
Property, plant, and equipment, net
|
| |
23,738
|
| |
25,186
|
Other assets
|
| |
9,364
|
| |
9,405
|
Total assets
|
| |
$35,341
|
| |
$38,719
|
Current liabilities
|
| |
$1,196
|
| |
$2,374
|
Partners’ capital
|
| |
34,145
|
| |
36,345
|
Total liabilities and partners’ capital
|
| |
$35,341
|
| |
$38,719
|
•
|
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).
|
•
|
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).
|
(THOUSANDS)
|
| |
CLECO POWER
|
| |
CLECO
|
For the year ending Dec. 31,
|
| |
|
| |
|
2020
|
| |
$28,741
|
| |
$89,490
|
2021
|
| |
29,832
|
| |
35,986
|
2022
|
| |
18,025
|
| |
19,311
|
2023
|
| |
7,751
|
| |
8,782
|
2024
|
| |
7,740
|
| |
9,829
|
Thereafter
|
| |
13,242
|
| |
14,474
|
Total long-term purchase obligations
|
| |
$105,331
|
| |
$177,872
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
2017
|
Support Group
|
| |
|
| |
|
| |
|
Other operations and maintenance
|
| |
$73,090
|
| |
$56,669
|
| |
$50,572
|
Taxes other than income taxes
|
| |
$(73)
|
| |
$6
|
| |
$(13)
|
Other expense
|
| |
$64
|
| |
$290
|
| |
$255
|
Cleco Holdings
|
| |
|
| |
|
| |
|
Other expense
|
| |
$—
|
| |
$1,007
|
| |
$361
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
2017
|
Other operations revenue
|
| |
|
| |
|
| |
|
Cleco Cajun
|
| |
$7,471
|
| |
$—
|
| |
$—
|
Affiliate revenue
|
| |
|
| |
|
| |
|
Support Group
|
| |
3,088
|
| |
874
|
| |
851
|
Cleco Cajun
|
| |
37
|
| |
—
|
| |
—
|
Other income
|
| |
|
| |
|
| |
|
Cleco Holdings
|
| |
149
|
| |
1,092
|
| |
494
|
Total
|
| |
$10,745
|
| |
$1,966
|
| |
$1,345
|
|
| |
AT DEC. 31,
|
|||||||||
|
| |
2019
|
| |
2018
|
||||||
(THOUSANDS)
|
| |
ACCOUNTS
RECEIVABLE |
| |
ACCOUNTS
PAYABLE |
| |
ACCOUNTS
RECEIVABLE |
| |
ACCOUNTS
PAYABLE |
Cleco Holdings
|
| |
$10,351
|
| |
$194
|
| |
$699
|
| |
$88
|
Support Group
|
| |
3,172
|
| |
13,890
|
| |
2,619
|
| |
7,755
|
Cleco Cajun
|
| |
958
|
| |
39
|
| |
—
|
| |
—
|
Total
|
| |
$14,481
|
| |
$14,123
|
| |
$3,318
|
| |
$7,843
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
|||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
Support Group
|
| |
$1,316
|
| |
$1,963
|
Cleco Cajun
|
| |
$239
|
| |
$—
|
Cleco Power
|
| |
|
||||||
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
2017
|
Cleco Katrina/Rita right to bill and collect storm recovery charges
|
| |
$20,576
|
| |
$20,608
|
| |
$16,772
|
Cleco Power
|
| |
|
|||
|
| |
AT DEC. 31,
|
|||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
Cleco Katrina/Rita right to bill and collect storm recovery charges
|
| |
$177,537
|
| |
$177,537
|
Accumulated amortization
|
| |
(177,020)
|
| |
(156,444)
|
Net intangible assets subject to amortization
|
| |
$517
|
| |
$21,093
|
Cleco
|
| |
|
|||
(THOUSANDS)
|
| |
INTANGIBLE ASSETS
|
| |
INTANGIBLE LIABILITIES
|
For the year ending Dec. 31,
|
| |
|
| |
|
2020
|
| |
$26,372
|
| |
$(7,012)
|
2021
|
| |
$25,855
|
| |
$(5,862)
|
2022
|
| |
$25,855
|
| |
$(5,041)
|
2023
|
| |
$25,855
|
| |
$(5,041)
|
2024
|
| |
$29,459
|
| |
$(5,041)
|
Thereafter
|
| |
$4,707
|
| |
$(3,875)
|
Cleco
|
| |
|
(THOUSANDS)
|
| |
POSTRETIREMENT BENEFIT
NET GAIN (LOSS) |
Balances, Dec. 31, 2016
|
| |
$1,500
|
Other comprehensive income before reclassifications
|
| |
|
Postretirement benefit adjustments incurred during the year
|
| |
(3,898)
|
Amounts reclassified from accumulated other comprehensive income
|
| |
|
Amortization of postretirement benefit net gain
|
| |
(523)
|
Balances, Dec. 31, 2017
|
| |
$(2,921)
|
Other comprehensive income before reclassifications
|
| |
|
Postretirement benefit adjustments incurred during the year
|
| |
3,681
|
Amounts reclassified from accumulated other comprehensive income
|
| |
|
Amortization of postretirement benefit net loss
|
| |
1,615
|
Reclassification of effect of tax rate change
|
| |
(589)
|
Balances, Dec. 31, 2018
|
| |
$1,786
|
Other comprehensive income before reclassifications
|
| |
|
Postretirement benefit adjustments incurred during the year
|
| |
(18,877)
|
Amounts reclassified from accumulated other comprehensive income
|
| |
|
Amortization of postretirement benefit net loss
|
| |
(422)
|
Balances, Dec. 31, 2019
|
| |
$(17,513)
|
Cleco Power
|
| |
|
||||||
(THOUSANDS)
|
| |
POSTRETIREMENT
BENEFIT NET (LOSS) GAIN |
| |
NET (LOSS)
GAIN ON CASH FLOW HEDGES |
| |
TOTAL AOCI
|
Balances, Dec. 31, 2016
|
| |
$(7,905)
|
| |
$(5,517)
|
| |
$(13,422)
|
Other comprehensive loss before reclassifications
|
| |
|
| |
|
| |
|
Postretirement benefit adjustments incurred during the year
|
| |
(948)
|
| |
—
|
| |
(948)
|
Amounts reclassified from accumulated other comprehensive loss
|
| |
|
| |
|
| |
|
Amortization of postretirement benefit net loss
|
| |
476
|
| |
—
|
| |
476
|
Reclassification of net loss to interest charges
|
| |
—
|
| |
211
|
| |
211
|
Balances, Dec. 31, 2017
|
| |
$(8,377)
|
| |
$(5,306)
|
| |
$(13,683)
|
Other comprehensive loss before reclassifications
|
| |
|
| |
|
| |
|
Postretirement benefit adjustments incurred during the year
|
| |
954
|
| |
—
|
| |
954
|
Amounts reclassified from accumulated other comprehensive loss
|
| |
|
| |
|
| |
|
Amortization of postretirement benefit net loss
|
| |
1,789
|
| |
—
|
| |
1,789
|
Reclassification of net loss to interest charges
|
| |
—
|
| |
254
|
| |
254
|
Reclassification of effect of tax rate change
|
| |
(1,426)
|
| |
(1,070)
|
| |
(2,496)
|
Balances, Dec. 31, 2018
|
| |
$(7,060)
|
| |
$(6,122)
|
| |
$(13,182)
|
Other comprehensive loss before reclassifications
|
| |
|
| |
|
| |
|
Postretirement benefit adjustments incurred during the year
|
| |
(10,344)
|
| |
—
|
| |
(10,344)
|
Amounts reclassified from accumulated other comprehensive loss
|
| |
|
| |
|
| |
|
Amortization of postretirement benefit net loss
|
| |
687
|
| |
—
|
| |
687
|
Reclassification of net gain to interest charges
|
| |
—
|
| |
254
|
| |
254
|
Balances, Dec. 31, 2019
|
| |
$(16,717)
|
| |
$(5,868)
|
| |
$(22,585)
|
|
| |
|
| |
|
| |
|
| |
2019
|
(THOUSANDS)
|
| |
1ST QUARTER
|
| |
2ND QUARTER
|
| |
3RD QUARTER
|
| |
4TH QUARTER
|
Operating revenue, net
|
| |
$344,186
|
| |
$397,873
|
| |
$487,971
|
| |
$409,575
|
Operating income
|
| |
$50,586
|
| |
$87,196
|
| |
$101,539
|
| |
$75,573
|
Net income
|
| |
$20,557
|
| |
$44,746
|
| |
$55,565
|
| |
$31,797
|
|
| |
|
| |
|
| |
|
| |
2018
|
(THOUSANDS)
|
| |
1ST QUARTER
|
| |
2ND QUARTER
|
| |
3RD QUARTER
|
| |
4TH QUARTER
|
Operating revenue, net
|
| |
$276,760
|
| |
$299,261
|
| |
$358,256
|
| |
$296,767
|
Operating income
|
| |
$44,734
|
| |
$63,709
|
| |
$86,110
|
| |
$50,004
|
Net income
|
| |
$10,861
|
| |
$25,839
|
| |
$47,360
|
| |
$10,377
|
Distributions to member
|
| |
$19,500
|
| |
$20,400
|
| |
$20,600
|
| |
$10,850
|
|
| |
|
| |
|
| |
|
| |
2019
|
(THOUSANDS)
|
| |
1ST QUARTER
|
| |
2ND QUARTER
|
| |
3RD QUARTER
|
| |
4TH QUARTER
|
Operating revenue, net
|
| |
$268,745
|
| |
$272,972
|
| |
$344,977
|
| |
$281,676
|
Operating income
|
| |
$44,905
|
| |
$75,446
|
| |
$78,132
|
| |
$49,985
|
Net income
|
| |
$26,712
|
| |
$49,356
|
| |
$51,527
|
| |
$20,667
|
Distributions to member
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$20,000
|
|
| |
|
| |
|
| |
|
| |
2018
|
(THOUSANDS)
|
| |
1ST QUARTER
|
| |
2ND QUARTER
|
| |
3RD QUARTER
|
| |
4TH QUARTER
|
Operating revenue, net
|
| |
$279,387
|
| |
$301,901
|
| |
$360,899
|
| |
$299,409
|
Operating income
|
| |
$50,521
|
| |
$72,602
|
| |
$96,063
|
| |
$59,786
|
Net income
|
| |
$26,004
|
| |
$43,020
|
| |
$63,336
|
| |
$29,897
|
Distributions to member
|
| |
$28,000
|
| |
$43,000
|
| |
$50,400
|
| |
$—
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
2017
|
Operating expenses
|
| |
|
| |
|
| |
|
Administrative and general
|
| |
$3,263
|
| |
$1,269
|
| |
$602
|
Merger transaction costs
|
| |
7,803
|
| |
19,514
|
| |
5,152
|
Other operating expense
|
| |
130
|
| |
318
|
| |
260
|
Total operating expenses
|
| |
11,196
|
| |
21,101
|
| |
6,014
|
Operating loss
|
| |
(11,196)
|
| |
(21,101)
|
| |
(6,014)
|
Equity income from subsidiaries, net of tax
|
| |
205,187)
|
| |
149,543
|
| |
170,706
|
Interest, net
|
| |
(70,252)
|
| |
(54,635)
|
| |
(53,684)
|
Other income (expense), net
|
| |
8,568
|
| |
(1,687)
|
| |
3,978
|
Income before income taxes
|
| |
132,307
|
| |
72,120
|
| |
114,986
|
Federal and state income tax benefit
|
| |
(20,358)
|
| |
(22,317)
|
| |
(23,094)
|
Net income
|
| |
$152,665
|
| |
$94,437
|
| |
$138,080
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
2017
|
Net Income
|
| |
$152,665
|
| |
$94,437
|
| |
$138,080
|
Other comprehensive (loss) income, net of tax Postretirement benefits (loss) gain (net of tax benefit of $6,808, tax expense of $1,868, and tax benefit of $2,764, respectively)
|
| |
(19,299)
|
| |
(5,296)
|
| |
(4,421)
|
Total other comprehensive (loss) income, net of tax
|
| |
(19,299)
|
| |
(5,296)
|
| |
(4,421)
|
Comprehensive income, net of tax
|
| |
$133,366
|
| |
$99,733
|
| |
$133,659
|
|
| |
AT DEC. 31,
|
|||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
Assets
|
| |
|
| |
|
Current assets
|
| |
|
| |
|
Cash and cash equivalents
|
| |
$15,008
|
| |
$76,938
|
Accounts receivable - affiliate
|
| |
14,231
|
| |
8,374
|
Other accounts receivable
|
| |
2,650
|
| |
2,755
|
Taxes receivable, net
|
| |
6,726
|
| |
7,046
|
Cash surrender value of trust-owned life insurance policies
|
| |
68,523
|
| |
59,894
|
Total current assets
|
| |
107,138
|
| |
155,007
|
Equity investment in subsidiaries
|
| |
4,150,953
|
| |
3,247,809
|
Accumulated deferred federal and state income taxes, net
|
| |
127,655
|
| |
101,015
|
Other deferred charges
|
| |
1,831
|
| |
4,532
|
Total assets
|
| |
4,387,577
|
| |
3,508,363
|
|
| |
|
| |
|
Liabilities and member’s equity
|
| |
|
| |
|
Liabilities
|
| |
|
| |
|
Current liabilities
|
| |
|
| |
|
Long-term debt due within one year
|
| |
$63,300
|
| |
$—
|
Accounts payable
|
| |
1,448
|
| |
1,322
|
Accounts payable - affiliate
|
| |
47,184
|
| |
18,047
|
Interest accrued
|
| |
11,005
|
| |
7,576
|
Deferred compensation
|
| |
12,115
|
| |
10,753
|
Other current liabilities
|
| |
274
|
| |
273
|
Total current liabilities
|
| |
135,326
|
| |
37,971
|
Postretirement benefit obligations
|
| |
4,481
|
| |
3,894
|
Long-term debt, net
|
| |
1,604,764
|
| |
1,341,758
|
Total liabilities
|
| |
1,744,571
|
| |
1,383,623
|
Commitments and contingencies (Note 6)
|
| |
|
| |
|
Member’s equity
|
| |
2,643,006
|
| |
2,124,740
|
Total liabilities and member’s equity
|
| |
$4,387,577
|
| |
$3,508,363
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
2017
|
Operating activities
|
| |
|
| |
|
| |
|
Net cash provided by operating activities
|
| |
$189,644
|
| |
$97,614
|
| |
$124,817
|
Investing activities
|
| |
|
| |
|
| |
|
Return of equity investment in tax credit fund
|
| |
1,625
|
| |
2,775
|
| |
7,502
|
Contribution to subsidiary
|
| |
(962,170)
|
| |
(1,250)
|
| |
—
|
Other investing
|
| |
—
|
| |
442
|
| |
(630)
|
Net cash (used in) provided by investing activities
|
| |
(960,545)
|
| |
1,967
|
| |
6,872
|
Financing activities
|
| |
|
| |
|
| |
|
Draws on credit facility
|
| |
75,000
|
| |
—
|
| |
73,000
|
Payments on credit facility
|
| |
(75,000)
|
| |
—
|
| |
(73,000)
|
Issuance of long-term debt
|
| |
700,000
|
| |
—
|
| |
—
|
Repayment of long-term debt
|
| |
(370,000)
|
| |
—
|
| |
—
|
Payment of financing costs
|
| |
(5,929)
|
| |
(25)
|
| |
(269)
|
Contribution from member
|
| |
384,900
|
| |
—
|
| |
—
|
Distributions to member
|
| |
—
|
| |
(71,350)
|
| |
(84,065)
|
Net cash provided by (used in) financing activities
|
| |
708,971
|
| |
(71,375)
|
| |
(84,334)
|
Net (decrease) increase in cash and cash equivalents
|
| |
(61,930)
|
| |
28,206
|
| |
47,355
|
Cash and cash equivalents at beginning of period
|
| |
76,938
|
| |
48,732
|
| |
1,377
|
Cash and cash equivalents at end of period
|
| |
$15,008
|
| |
$76,938
|
| |
$48,732
|
|
| |
|
| |
|
| |
|
Supplementary cash flow information
|
| |
|
| |
|
| |
|
Interest paid, net of amount capitalized
|
| |
$56,768
|
| |
$53,798
|
| |
$52,026
|
Income taxes (refunded) paid, net
|
| |
$(19)
|
| |
$2
|
| |
$(6)
|
Supplementary non-cash investing and financing activity
|
| |
|
| |
|
| |
|
Non-cash contribution to subsidiary, net of tax
|
| |
$—
|
| |
$3,865
|
| |
$—
|
(THOUSANDS)
|
| |
|
For the year ending Dec. 31,
|
| |
|
2019
|
| |
$66,700
|
2020
|
| |
$133,300
|
2021
|
| |
$200,000
|
2022
|
| |
$267,700
|
2023
|
| |
$333,300
|
2024
|
| |
$400,000
|
AMOUNTS PAYABLE UNDER LONG-TERM DEBT ARRANGEMENTS
|
| |
(THOUSANDS)
|
For the year ending Dec. 31,
|
| |
|
2020
|
| |
$—
|
2021
|
| |
$330,000
|
2022
|
| |
$—
|
2023
|
| |
$165,000
|
2024
|
| |
$—
|
Thereafter
|
| |
$1,185,000
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
2017
|
Cleco Power
|
| |
$20,000
|
| |
$121,400
|
| |
$135,000
|
Cleco Cajun
|
| |
205,000
|
| |
—
|
| |
—
|
Perryville
|
| |
—
|
| |
225
|
| |
6,850
|
Attala
|
| |
—
|
| |
217
|
| |
7,160
|
Total
|
| |
$225,000
|
| |
$121,842
|
| |
$149,010
|
|
| |
FOR THE YEAR ENDED DEC. 31,
|
||||||
(THOUSANDS)
|
| |
2019
|
| |
2018
|
| |
2017
|
Federal and state income tax benefit
|
| |
$(20,358)
|
| |
$(22,317)
|
| |
$(23,094)
|
Equity income from subsidiaries - federal and state income tax expense
|
| |
$63,523
|
| |
$51,699
|
| |
$30,173
|
| |
SCHEDULE II
|
||||||||||
VALUATION AND QUALIFYING ACCOUNTS
|
| |
|
| |
|
| |
|
| |
|
(THOUSANDS)
|
| |
BALANCE AT
BEGINNING OF PERIOD |
| |
ADDITIONS
|
| |
DEDUCTIONS
|
| |
BALANCE AT
END OF PERIOD(1) |
Allowance for Uncollectible Accounts
|
| |
|
| |
|
| |
|
| |
|
Year Ended Dec. 31, 2019
|
| |
$814
|
| |
$2,323
|
| |
$132
|
| |
$3,005
|
Year Ended Dec. 31, 2018
|
| |
$1,457
|
| |
$977
|
| |
$1,620
|
| |
$814
|
Year Ended Dec. 31, 2017
|
| |
$7,199
|
| |
$4,179
|
| |
$9,921
|
| |
$1,457
|
(1)
|
Deducted in the consolidated balance sheet
|
(THOUSANDS)
|
| |
BALANCE AT
BEGINNING OF PERIOD |
| |
ADDITIONS
|
| |
DEDUCTIONS
|
| |
BALANCE AT
END OF PERIOD(1) |
Unrestricted Storm Reserve
|
| |
|
| |
|
| |
|
| |
|
Year Ended Dec. 31, 2019
|
| |
$3,672
|
| |
$4,000
|
| |
$6,572
|
| |
$1,100
|
Year Ended Dec. 31, 2018
|
| |
$4,186
|
| |
$—
|
| |
$514
|
| |
$3,672
|
Year Ended Dec. 31, 2017
|
| |
$2,607
|
| |
$4,000
|
| |
$2,421
|
| |
$4,186
|
Restricted Storm Reserve
|
| |
|
| |
|
| |
|
| |
|
Year Ended Dec. 31, 2019
|
| |
$15,485
|
| |
$800
|
| |
$4,000
|
| |
$12,285
|
Year Ended Dec. 31, 2018
|
| |
$14,469
|
| |
$1,016
|
| |
$—
|
| |
$15,485
|
Year Ended Dec. 31, 2017
|
| |
$17,385
|
| |
$1,084
|
| |
$4,000
|
| |
$14,469
|
(1)
|
Included in the consolidated balance sheet
|
CLECO POWER
|
| |
SCHEDULE II
|
|||||||||
VALUATION AND QUALIFYING ACCOUNTS
|
| |
|
| |
|
| |
|
| |
|
(THOUSANDS)
|
| |
BALANCE AT
BEGINNING OF PERIOD |
| |
ADDITIONS
|
| |
DEDUCTIONS
|
| |
BALANCE AT
END OF PERIOD(1) |
Allowance for Uncollectible Accounts
|
| |
|
| |
|
| |
|
| |
|
Year Ended Dec. 31, 2019
|
| |
$814
|
| |
$2,323
|
| |
$132
|
| |
$3,005
|
Year Ended Dec. 31, 2018
|
| |
$1,457
|
| |
$977
|
| |
$1,620
|
| |
$814
|
Year Ended Dec. 31, 2017
|
| |
$7,199
|
| |
$4,179
|
| |
$9,921
|
| |
$1,457
|
(1)
|
Deducted in the consolidated balance sheet
|
(THOUSANDS)
|
| |
BALANCE AT
BEGINNING OF PERIOD |
| |
ADDITIONS
|
| |
DEDUCTIONS
|
| |
BALANCE AT
END OF PERIOD(1) |
Unrestricted Storm Reserve
|
| |
|
| |
|
| |
|
| |
|
Year Ended Dec. 31, 2019
|
| |
$3,672
|
| |
$4,000
|
| |
$6,572
|
| |
$1,100
|
Year Ended Dec. 31, 2018
|
| |
$4,186
|
| |
$—
|
| |
$514
|
| |
$3,672
|
Year Ended Dec. 31, 2017
|
| |
$2,607
|
| |
$4,000
|
| |
$2,421
|
| |
$4,186
|
Restricted Storm Reserve
|
| |
|
| |
|
| |
|
| |
|
Year Ended Dec. 31, 2019
|
| |
$15,485
|
| |
$800
|
| |
$4,000
|
| |
$12,285
|
Year Ended Dec. 31, 2018
|
| |
$14,469
|
| |
$1,016
|
| |
$—
|
| |
$15,485
|
Year Ended Dec. 31, 2017
|
| |
$17,385
|
| |
$1,084
|
| |
$4,000
|
| |
$14,469
|
(1)
|
Included in the consolidated balance sheet
|
Condensed Consolidated Financial Statements (Unaudited)
|
| |
|
Financial Statements of Cleco
|
| |
|
| | ||
| | ||
| | ||
| | ||
| | ||
Financial Statements of Cleco Power
|
| |
|
| | ||
| | ||
| | ||
| | ||
| | ||
| |
|
| | ||||
(THOUSANDS)
|
| |
2020
|
| |
2019
|
Operating revenue
|
| |
|
| |
|
Electric operations
|
| |
$311,157
|
| |
$312,949
|
Other operations
|
| |
44,908
|
| |
39,397
|
Gross operating revenue
|
| |
356,065
|
| |
352,346
|
Electric customer credits
|
| |
(8,493)
|
| |
(8,160)
|
Operating revenue, net
|
| |
347,572
|
| |
344,186
|
Operating expenses
|
| |
|
| |
|
Fuel used for electric generation
|
| |
76,637
|
| |
104,054
|
Purchased power
|
| |
66,320
|
| |
60,099
|
Other operations and maintenance
|
| |
74,766
|
| |
60,731
|
Depreciation and amortization
|
| |
55,873
|
| |
49,856
|
Taxes other than income taxes
|
| |
16,536
|
| |
13,870
|
Merger transaction and commitment costs
|
| |
2,775
|
| |
4,990
|
Total operating expenses
|
| |
292,907
|
| |
293,600
|
Operating income
|
| |
54,665
|
| |
50,586
|
Interest income
|
| |
1,157
|
| |
1,491
|
Allowance for equity funds used during construction
|
| |
(74)
|
| |
5,688
|
Other (expense) income, net
|
| |
(12,709)
|
| |
2,777
|
Interest charges
|
| |
|
| |
|
Interest charges, net
|
| |
35,328
|
| |
36,115
|
Allowance for borrowed funds used during construction
|
| |
(179)
|
| |
(2,116)
|
Total interest charges
|
| |
35,149
|
| |
33,999
|
Income before income taxes
|
| |
7,890
|
| |
26,543
|
Federal and state income tax expense
|
| |
1,562
|
| |
5,986
|
Net income
|
| |
$6,328
|
| |
$20,557
|
|
| |
FOR THE THREE
MONTHS ENDED MAR. 31, |
|||
(THOUSANDS)
|
| |
2020
|
| |
2019
|
Net income
|
| |
$6,328
|
| |
$20,557
|
Other comprehensive income (loss), net of tax
|
| |
|
| |
|
Postretirement benefits gain (loss) (net of tax expense of $146 in 2020 and tax benefit of $47 in 2019)
|
| |
414
|
| |
(135)
|
Total other comprehensive income (loss), net of tax
|
| |
414
|
| |
(135)
|
Comprehensive income, net of tax
|
| |
$6,742
|
| |
$20,422
|
(THOUSANDS)
|
| |
AT MAR.
31, 2020 |
| |
AT DEC.
31, 2019 |
Assets
|
| |
|
| |
|
Current assets
|
| |
|
| |
|
Cash and cash equivalents
|
| |
$350,231
|
| |
$116,292
|
Restricted cash and cash equivalents
|
| |
4,054
|
| |
11,100
|
Customer accounts receivable (less allowance for credit losses of $2,123 in 2020 and $3,005 in 2019)
|
| |
71,796
|
| |
83,591
|
Other accounts receivable
|
| |
29,485
|
| |
35,731
|
Unbilled revenue
|
| |
30,434
|
| |
33,207
|
Fuel inventory, at average cost
|
| |
109,232
|
| |
83,061
|
Materials and supplies, at average cost
|
| |
120,646
|
| |
118,858
|
Energy risk management assets
|
| |
1,992
|
| |
7,023
|
Accumulated deferred fuel
|
| |
16,353
|
| |
22,910
|
Cash surrender value of company-/trust-owned life insurance policies
|
| |
75,411
|
| |
86,096
|
Prepayments
|
| |
6,518
|
| |
7,711
|
Regulatory assets
|
| |
18,643
|
| |
19,807
|
Other current assets
|
| |
12,356
|
| |
12,688
|
Total current assets
|
| |
847,151
|
| |
638,075
|
Property, plant, and equipment
|
| |
|
| |
|
Property, plant, and equipment
|
| |
5,038,241
|
| |
4,982,255
|
Accumulated depreciation
|
| |
(503,554)
|
| |
(454,874)
|
Net property, plant, and equipment
|
| |
4,534,687
|
| |
4,527,381
|
Construction work in progress
|
| |
121,575
|
| |
117,630
|
Total property, plant, and equipment, net
|
| |
4,656,262
|
| |
4,645,011
|
Equity investment in investee
|
| |
17,072
|
| |
17,072
|
Goodwill
|
| |
1,490,797
|
| |
1,490,797
|
Prepayments
|
| |
27,794
|
| |
25,949
|
Operating lease right of use assets
|
| |
28,447
|
| |
28,791
|
Restricted cash and cash equivalents
|
| |
9,899
|
| |
15,203
|
Note receivable
|
| |
15,031
|
| |
15,198
|
Regulatory assets
|
| |
415,226
|
| |
422,431
|
Intangible assets
|
| |
131,122
|
| |
138,103
|
Other deferred charges
|
| |
37,394
|
| |
39,668
|
Total assets
|
| |
$7,676,195
|
| |
$7,476,298
|
(THOUSANDS)
|
| |
AT MAR.
31, 2020 |
| |
AT DEC.
31, 2019 |
Liabilities and member’s equity
|
| |
|
| |
|
Liabilities
|
| |
|
| |
|
Current liabilities
|
| |
|
| |
|
Short-term debt
|
| |
$238,000
|
| |
$—
|
Long-term debt and finance leases due within one year
|
| |
63,932
|
| |
125,986
|
Accounts payable
|
| |
104,091
|
| |
158,863
|
Accounts payable - affiliate
|
| |
33,780
|
| |
33,780
|
Customer deposits
|
| |
59,192
|
| |
58,289
|
Provision for rate refund
|
| |
29,735
|
| |
38,903
|
Taxes payable, net
|
| |
23,902
|
| |
8,931
|
Interest accrued
|
| |
41,731
|
| |
19,001
|
Energy risk management liabilities
|
| |
9,697
|
| |
4,113
|
Regulatory liabilities - other
|
| |
3,910
|
| |
6,675
|
Deferred compensation
|
| |
9,371
|
| |
12,115
|
Other current liabilities
|
| |
45,699
|
| |
44,683
|
Total current liabilities
|
| |
663,040
|
| |
511,339
|
Long-term liabilities and deferred credits
|
| |
|
| |
|
Accumulated deferred federal and state income taxes, net
|
| |
655,027
|
| |
657,058
|
Postretirement benefit obligations
|
| |
283,830
|
| |
283,075
|
Regulatory liabilities - deferred taxes, net
|
| |
146,225
|
| |
146,948
|
Restricted storm reserve
|
| |
8,324
|
| |
12,285
|
Deferred lease revenue
|
| |
47,561
|
| |
49,862
|
Intangible liabilities
|
| |
30,119
|
| |
31,872
|
Asset retirement obligations
|
| |
23,489
|
| |
23,173
|
Operating lease liabilities
|
| |
25,119
|
| |
25,779
|
Other deferred credits
|
| |
30,474
|
| |
27,222
|
Total long-term liabilities and deferred credits
|
| |
1,250,168
|
| |
1,257,274
|
Long-term debt and finance leases, net
|
| |
3,113,239
|
| |
3,064,679
|
Total liabilities
|
| |
5,026,447
|
| |
4,833,292
|
Commitments and contingencies (Note 14)
|
| |
|
| |
|
Member’s equity
|
| |
2,649,748
|
| |
2,643,006
|
Total liabilities and member’s equity
|
| |
$7,676,195
|
| |
$7,476,298
|
|
| |
FOR THE THREE
MONTHS ENDED MAR. 31, |
|||
(THOUSANDS)
|
| |
2020
|
| |
2019
|
Operating activities
|
| |
|
| |
|
Net income
|
| |
$6,328
|
| |
$20,557
|
Adjustments to reconcile net income to net cash provided by operating activities
|
| |
|
| |
|
Depreciation and amortization
|
| |
63,307
|
| |
56,776
|
Provision for credit losses
|
| |
2,957
|
| |
316
|
Unearned compensation expense
|
| |
1,788
|
| |
948
|
Allowance for equity funds used during construction
|
| |
74
|
| |
(5,688)
|
Loss on risk management assets and liabilities, net
|
| |
6,509
|
| |
954
|
Deferred lease revenue
|
| |
(2,301)
|
| |
(1,440)
|
Deferred income taxes
|
| |
(2,900)
|
| |
5,425
|
Deferred fuel costs
|
| |
7,626
|
| |
13,869
|
Cash surrender value of company-/trust-owned life insurance
|
| |
10,686
|
| |
(1,806)
|
Changes in assets and liabilities
|
| |
|
| |
|
Accounts receivable
|
| |
13,310
|
| |
(6,929)
|
Unbilled revenue
|
| |
2,773
|
| |
5,109
|
Fuel inventory and materials and supplies
|
| |
(27,928)
|
| |
(1,939)
|
Prepayments
|
| |
(1,638)
|
| |
14
|
Accounts payable
|
| |
(55,131)
|
| |
(19,999)
|
Accounts payable - affiliate
|
| |
—
|
| |
3,102
|
Customer deposits
|
| |
2,731
|
| |
2,598
|
Provision for merger commitments
|
| |
1,018
|
| |
(732)
|
Postretirement benefit obligations
|
| |
1,315
|
| |
192
|
Regulatory assets and liabilities, net
|
| |
(721)
|
| |
5,173
|
Other deferred accounts
|
| |
(4,571)
|
| |
(540)
|
Taxes accrued
|
| |
14,563
|
| |
5,403
|
Interest accrued
|
| |
22,730
|
| |
28,662
|
Deferred compensation
|
| |
(2,743)
|
| |
152
|
Other operating
|
| |
424
|
| |
(2,048)
|
Net cash provided by operating activities
|
| |
60,206
|
| |
108,129
|
Investing activities
|
| |
|
| |
|
Additions to property, plant, and equipment
|
| |
(65,624)
|
| |
(83,679)
|
Allowance for equity funds used during construction
|
| |
(74)
|
| |
5,688
|
Payment to acquire business, net of cash acquired
|
| |
—
|
| |
(814,969)
|
Other investing
|
| |
285
|
| |
299
|
Net cash used in investing activities
|
| |
(65,413)
|
| |
(892,661)
|
Financing activities
|
| |
|
| |
|
Draws on credit facilities
|
| |
238,000
|
| |
108,000
|
Payments on credit facilities
|
| |
—
|
| |
(108,000)
|
Issuances of long-term debt
|
| |
—
|
| |
400,000
|
Repayment of long-term debt
|
| |
(11,055)
|
| |
(10,382)
|
Payment of financing costs
|
| |
—
|
| |
(3,785)
|
Contributions from member
|
| |
—
|
| |
384,900
|
Other financing
|
| |
(149)
|
| |
(134)
|
Net cash provided by financing activities
|
| |
226,796
|
| |
770,599
|
Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents
|
| |
221,589
|
| |
(13,933)
|
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period
|
| |
142,595(1)
|
| |
140,086
|
Cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period
|
| |
$364,184(2)
|
| |
$126,153
|
Supplementary cash flow information
|
| |
|
| |
|
Interest paid, net of amount capitalized
|
| |
$9,077
|
| |
$5,752
|
Supplementary non-cash investing and financing activities
|
| |
|
| |
|
Accrued additions to property, plant, and equipment
|
| |
$11,854
|
| |
$56,670
|
(1)
|
Includes cash and cash equivalents of $116,292, current restricted cash and cash equivalents of $11,100, and non-current restricted cash and cash equivalents of $15,203.
|
(2)
|
Includes cash and cash equivalents of $350,231, current restricted cash and cash equivalents of $4,054, and non-current restricted cash and cash equivalents of $9,899.
|
(THOUSANDS)
|
| |
MEMBERSHIP
INTEREST |
| |
RETAINED
EARNINGS |
| |
AOCI
|
| |
TOTAL
MEMBER’S EQUITY |
Balances, Dec. 31, 2018
|
| |
$2,069,376
|
| |
$53,578
|
| |
$1,786
|
| |
$2,124,740
|
Contribution from member
|
| |
—
|
| |
384,900
|
| |
—
|
| |
384,900
|
Net income
|
| |
—
|
| |
20,557
|
| |
—
|
| |
20,557
|
Other comprehensive loss, net of tax
|
| |
—
|
| |
—
|
| |
(135)
|
| |
(135)
|
Balances, Mar. 31, 2019
|
| |
$2,069,376
|
| |
$459,035
|
| |
$1,651
|
| |
$2,530,062
|
|
| |
|
| |
|
| |
|
| |
|
Balances, Dec. 31, 2019
|
| |
$2,069,376
|
| |
$591,143
|
| |
$(17,513)
|
| |
$2,643,006
|
Net income
|
| |
—
|
| |
6,328
|
| |
—
|
| |
6,328
|
Other comprehensive income, net of tax
|
| |
—
|
| |
—
|
| |
414
|
| |
414
|
Balances, Mar. 31, 2020
|
| |
$2,069,376
|
| |
$597,471
|
| |
$(17,099)
|
| |
$2,649,748
|
|
| |
FOR THE THREE MONTHS ENDED MAR. 31,
|
|||
(THOUSANDS)
|
| |
2020
|
| |
2019
|
Net income
|
| |
$11,831
|
| |
$26,712
|
Other comprehensive income, net of tax
|
| |
|
| |
|
Postretirement benefits gain (net of tax expense of $152 in 2020 and $55 in 2019)
|
| |
426
|
| |
156
|
Amortization of interest rate derivatives to earnings (net of tax expense of $22 in 2020 and $22 in 2019)
|
| |
64
|
| |
64
|
Total other comprehensive income, net of tax
|
| |
490
|
| |
220
|
Comprehensive income, net of tax
|
| |
$12,321
|
| |
$26,932
|
(THOUSANDS)
|
| |
AT MAR. 31, 2020
|
| |
AT DEC. 31, 2019
|
Assets
|
| |
|
| |
|
Utility plant and equipment
|
| |
|
| |
|
Property, plant, and equipment
|
| |
$5,542,292
|
| |
$5,489,457
|
Accumulated depreciation
|
| |
(1,941,674)
|
| |
(1,905,031
|
Net property, plant, and equipment
|
| |
3,600,618
|
| |
3,584,426
|
Construction work in progress
|
| |
114,710
|
| |
111,687
|
Total utility plant and equipment, net
|
| |
3,715,328
|
| |
3,696,113
|
Current assets
|
| |
|
| |
|
Cash and cash equivalents
|
| |
189,423
|
| |
55,489
|
Restricted cash and cash equivalents
|
| |
4,054
|
| |
11,100
|
Customer accounts receivable (less allowance for credit losses of $2,123 in 2020 and $3,005 in 2019)
|
| |
30,735
|
| |
39,165
|
Accounts receivable - affiliate
|
| |
12,037
|
| |
14,481
|
Other accounts receivable
|
| |
24,852
|
| |
24,604
|
Unbilled revenue
|
| |
30,434
|
| |
33,207
|
Fuel inventory, at average cost
|
| |
80,459
|
| |
59,602
|
Materials and supplies, at average cost
|
| |
93,544
|
| |
91,941
|
Energy risk management assets
|
| |
1,673
|
| |
6,311
|
Accumulated deferred fuel
|
| |
16,353
|
| |
22,910
|
Cash surrender value of company-owned life insurance policies
|
| |
17,614
|
| |
17,574
|
Prepayments
|
| |
4,469
|
| |
4,786
|
Regulatory assets
|
| |
10,907
|
| |
10,973
|
Other current assets
|
| |
646
|
| |
655
|
Total current assets
|
| |
517,200
|
| |
392,798
|
Equity investment in investee
|
| |
17,072
|
| |
17,072
|
Prepayments
|
| |
1,686
|
| |
2,693
|
Operating lease right of use assets
|
| |
27,883
|
| |
28,633
|
Restricted cash and cash equivalents
|
| |
9,056
|
| |
14,363
|
Note receivable
|
| |
15,031
|
| |
15,198
|
Regulatory assets
|
| |
267,602
|
| |
272,289
|
Other deferred charges
|
| |
36,791
|
| |
37,371
|
Total assets
|
| |
$4,607,649
|
| |
$4,476,530
|
(THOUSANDS)
|
| |
AT MAR. 31, 2020
|
| |
AT DEC. 31, 2019
|
Liabilities and member’s equity
|
| |
|
| |
|
Member’s equity
|
| |
$1,725,713
|
| |
$1,713,392
|
Long-term debt and finance leases, net
|
| |
1,377,432
|
| |
1,327,372
|
Total capitalization
|
| |
3,103,145
|
| |
3,040,764
|
Current liabilities
|
| |
|
| |
|
Short-term debt
|
| |
150,000
|
| |
—
|
Long-term debt and finance leases due within one year
|
| |
632
|
| |
61,587
|
Accounts payable
|
| |
77,892
|
| |
110,096
|
Accounts payable - affiliate
|
| |
10,486
|
| |
14,123
|
Customer deposits
|
| |
59,192
|
| |
58,289
|
Provision for rate refund
|
| |
28,921
|
| |
38,241
|
Taxes payable, net
|
| |
46,988
|
| |
38,888
|
Interest accrued
|
| |
23,232
|
| |
7,972
|
Energy risk management liabilities
|
| |
524
|
| |
586
|
Regulatory liabilities - other
|
| |
3,910
|
| |
6,675
|
Other current liabilities
|
| |
22,497
|
| |
22,802
|
Total current liabilities
|
| |
424,274
|
| |
359,259
|
Commitments and contingencies (Note 14)
|
| |
|
| |
|
Long-term liabilities and deferred credits
|
| |
|
| |
|
Accumulated deferred federal and state income taxes, net
|
| |
664,071
|
| |
657,834
|
Postretirement benefit obligations
|
| |
207,293
|
| |
206,270
|
Regulatory liabilities - deferred taxes, net
|
| |
146,225
|
| |
146,948
|
Restricted storm reserve
|
| |
8,324
|
| |
12,285
|
Asset retirement obligations
|
| |
7,441
|
| |
7,325
|
Operating lease liabilities
|
| |
25,001
|
| |
25,658
|
Other deferred credits
|
| |
21,875
|
| |
20,187
|
Total long-term liabilities and deferred credits
|
| |
1,080,230
|
| |
1,076,507
|
Total liabilities and member’s equity
|
| |
$4,607,649
|
| |
$4,476,530
|
|
| |
FOR THE THREE MONTHS ENDED MAR. 31,
|
|||
(THOUSANDS)
|
| |
2020
|
| |
2019
|
Operating activities
|
| |
|
| |
|
Net income
|
| |
$11,831
|
| |
$26,712
|
Adjustments to reconcile net income to net cash provided by operating activities
|
| |
|
| |
|
Depreciation and amortization
|
| |
45,079
|
| |
43,739
|
Provision for credit losses
|
| |
2,569
|
| |
316
|
Allowance for equity funds used during construction
|
| |
74
|
| |
(5,688)
|
Deferred income taxes
|
| |
5,341
|
| |
(2,386)
|
Deferred fuel costs
|
| |
7,626
|
| |
13,869
|
Cash surrender value of company-owned life insurance
|
| |
(40)
|
| |
3,044
|
Changes in assets and liabilities
|
| |
|
| |
|
Accounts receivable
|
| |
3,452
|
| |
(8,045)
|
Accounts receivable - affiliate
|
| |
2,863
|
| |
1,687
|
Unbilled revenue
|
| |
2,773
|
| |
5,109
|
Fuel inventory and materials and supplies
|
| |
(22,429)
|
| |
(6,147)
|
Prepayments
|
| |
1,209
|
| |
965
|
Accounts payable
|
| |
(33,749)
|
| |
(10,704)
|
Accounts payable - affiliate
|
| |
(3,817)
|
| |
8,422
|
Customer deposits
|
| |
2,731
|
| |
2,598
|
Provision for merger commitments
|
| |
(1,295)
|
| |
(732)
|
Postretirement benefit obligations
|
| |
1,181
|
| |
394
|
Regulatory assets and liabilities, net
|
| |
(1,218)
|
| |
4,676
|
Other deferred accounts
|
| |
(3,452)
|
| |
(840)
|
Taxes accrued
|
| |
7,691
|
| |
(22,895)
|
Interest accrued
|
| |
15,260
|
| |
16,868
|
Other operating
|
| |
370
|
| |
(993)
|
Net cash provided by operating activities
|
| |
44,050
|
| |
69,969
|
Investing activities
|
| |
|
| |
|
Additions to property, plant, and equipment
|
| |
(61,477)
|
| |
(81,040)
|
Allowance for equity funds used during construction
|
| |
(74)
|
| |
5,688
|
Other investing
|
| |
285
|
| |
299
|
Net cash used in investing activities
|
| |
(61,266)
|
| |
(75,053)
|
Financing activities
|
| |
|
| |
|
Draws on credit facility
|
| |
150,000
|
| |
33,000
|
Payments on credit facility
|
| |
—
|
| |
(33,000)
|
Repayment of long-term debt
|
| |
(11,055)
|
| |
(10,382)
|
Other financing
|
| |
(148)
|
| |
(142)
|
Net cash provided by (used in) financing activities
|
| |
138,797
|
| |
(10,524)
|
Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents
|
| |
121,581
|
| |
(15,608)
|
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period
|
| |
80,952(1)
|
| |
61,877
|
Cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period
|
| |
$202,533(2)
|
| |
$46,269
|
(1)
|
Includes cash and cash equivalents of $55,489, current restricted cash and cash equivalents of $11,100, and non-current restricted cash and cash equivalents of $14,363.
|
(2)
|
Includes cash and cash equivalents of $189,423, current restricted cash and cash equivalents of $4,054, and non-current restricted cash and cash equivalents of $9,056.
|
(THOUSANDS)
|
| |
MEMBER’S
EQUITY |
| |
AOCI
|
| |
TOTAL
MEMBER’S EQUITY |
Balances, Dec. 31, 2018
|
| |
$1,607,715
|
| |
$(13,182)
|
| |
$1,594,533
|
Net income
|
| |
26,712
|
| |
—
|
| |
26,712
|
Other comprehensive income, net of tax
|
| |
—
|
| |
220
|
| |
220
|
Balances, Mar. 31, 2019
|
| |
$1,634,427
|
| |
$(12,962)
|
| |
$1,621,465
|
|
| |
|
| |
|
| |
|
Balances, Dec. 31, 2019
|
| |
$1,735,977
|
| |
$(22,585)
|
| |
$1,713,392
|
Net income
|
| |
11,831
|
| |
—
|
| |
11,831
|
Other comprehensive income, net of tax
|
| |
—
|
| |
490
|
| |
490
|
Balances, Mar. 31, 2020
|
| |
$1,747,808
|
| |
$(22,095)
|
| |
$1,725,713
|
Note 1
|
| |
Summary of Significant Accounting Policies
|
| |
Cleco and Cleco Power
|
Note 2
|
| |
Business Combinations
|
| |
Cleco
|
Note 3
|
| |
Recent Authoritative Guidance
|
| |
Cleco and Cleco Power
|
Note 4
|
| |
Leases
|
| |
Cleco and Cleco Power
|
Note 5
|
| |
Revenue Recognition
|
| |
Cleco and Cleco Power
|
Note 6
|
| |
Regulatory Assets and Liabilities
|
| |
Cleco and Cleco Power
|
Note 7
|
| |
Fair Value Accounting
|
| |
Cleco and Cleco Power
|
Note 8
|
| |
Debt
|
| |
Cleco and Cleco Power
|
Note 9
|
| |
Pension Plan and Employee Benefits
|
| |
Cleco and Cleco Power
|
Note 10
|
| |
Income Taxes
|
| |
Cleco and Cleco Power
|
Note 11
|
| |
Disclosures about Segments
|
| |
Cleco
|
Note 12
|
| |
Regulation and Rates
|
| |
Cleco and Cleco Power
|
Note 13
|
| |
Variable Interest Entities
|
| |
Cleco and Cleco Power
|
Note 14
|
| |
Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees
|
| |
Cleco and Cleco Power
|
Note 15
|
| |
Affiliate Transactions
|
| |
Cleco and Cleco Power
|
Note 16
|
| |
Intangible Assets and Liabilities
|
| |
Cleco and Cleco Power
|
Note 17
|
| |
Accumulated Other Comprehensive Loss
|
| |
Cleco and Cleco Power
|
Cleco
|
| |
|
| |
|
(THOUSANDS)
|
| |
AT MAR. 31, 2020
|
| |
AT DEC. 31, 2019
|
Current
|
| |
|
| |
|
Cleco Katrina/Rita’s storm recovery bonds
|
| |
$2,623
|
| |
$9,632
|
Cleco Power’s charitable contributions
|
| |
1,200
|
| |
1,200
|
Cleco Power’s rate credit escrow
|
| |
231
|
| |
268
|
Total current
|
| |
4,054
|
| |
11,100
|
Non-current
|
| |
|
| |
|
Diversified Lands’ mitigation escrow
|
| |
23
|
| |
21
|
Cleco Cajun’s defense fund
|
| |
720
|
| |
719
|
Cleco Cajun’s margin deposits
|
| |
100
|
| |
100
|
Cleco Power’s future storm restoration costs
|
| |
8,315
|
| |
12,269
|
Cleco Power’s charitable contributions
|
| |
741
|
| |
2,094
|
Total non-current
|
| |
9,899
|
| |
15,203
|
Total restricted cash and cash equivalents
|
| |
$13,953
|
| |
$26,303
|
Cleco Power
|
| |
|
| |
|
(THOUSANDS)
|
| |
AT MAR. 31, 2020
|
| |
AT DEC. 31, 2019
|
Current
|
| |
|
| |
|
Cleco Katrina/Rita’s storm recovery bonds
|
| |
$2,623
|
| |
$9,632
|
Charitable contributions
|
| |
1,200
|
| |
1,200
|
Rate credit escrow
|
| |
231
|
| |
268
|
Total current
|
| |
4,054
|
| |
11,100
|
Non-current
|
| |
|
| |
|
Future storm restoration costs
|
| |
8,315
|
| |
12,269
|
Charitable contributions
|
| |
741
|
| |
2,094
|
Total non-current
|
| |
9,056
|
| |
14,363
|
Total restricted cash and cash equivalents
|
| |
$13,110
|
| |
$25,463
|
Cleco
|
| |
|
| |
|
| |
|
(THOUSANDS)
|
| |
ACCOUNTS
RECEIVABLE |
| |
OTHERS*
|
| |
TOTAL
|
Balances, Dec. 31, 2019
|
| |
$3,005
|
| |
$1,250
|
| |
$4,255
|
CECL adoption
|
| |
71
|
| |
—
|
| |
71
|
Current period provision
|
| |
2,498
|
| |
388
|
| |
2,886
|
Charge-offs
|
| |
(4,092)
|
| |
—
|
| |
(4,092)
|
Recovery
|
| |
641
|
| |
—
|
| |
641
|
Balances, Mar. 31, 2020
|
| |
$2,123
|
| |
$1,638
|
| |
$3,761
|
*
|
Loan held at Diversified Lands that is fully reserved for at March 31, 2020.
|
Cleco Power
|
| |
|
(THOUSANDS)
|
| |
ACCOUNTS
RECEIVABLE |
Balances, Dec. 31, 2019
|
| |
$3,005
|
CECL adoption
|
| |
71
|
Current period provision
|
| |
2,498
|
Charge-offs
|
| |
(4,092)
|
Recovery
|
| |
641
|
Balances, Mar. 31, 2020
|
| |
$2,123
|
Purchase Price Allocation
|
| |
|
(THOUSANDS)
|
| |
AT FEB. 4, 2019
|
Current assets
|
| |
|
Cash and cash equivalents
|
| |
$146,494
|
Customer and other accounts receivable
|
| |
49,809
|
Fuel inventory
|
| |
22,060
|
Materials and supplies
|
| |
25,659
|
Energy risk management assets
|
| |
4,193
|
Other current assets
|
| |
10,056
|
Non-current assets
|
| |
|
Property, plant, and equipment, net
|
| |
741,203
|
Prepayments
|
| |
36,166
|
Restricted cash and cash equivalents
|
| |
707
|
Intangible assets
|
| |
98,900
|
Other deferred charges
|
| |
133
|
Total assets acquired
|
| |
1,135,380
|
Current liabilities
|
| |
|
Accounts payable
|
| |
38,478
|
Taxes payable
|
| |
723
|
Energy risk management liabilities
|
| |
241
|
Other current liabilities
|
| |
14,570
|
Non-current liabilities
|
| |
|
Accumulated deferred federal and state income taxes, net
|
| |
7,165
|
Deferred lease revenue
|
| |
58,300
|
Intangible liabilities
|
| |
38,300
|
Asset retirement obligations
|
| |
15,323
|
Operating lease liabilities
|
| |
110
|
Total liabilities assumed
|
| |
173,210
|
Total purchase price consideration
|
| |
$962,170
|
Measurement Period Adjustments
|
| |
|
(THOUSANDS)
|
| |
AT JUNE 30, 2019
|
Current assets
|
| |
|
Customer and other accounts receivable
|
| |
$1,408
|
Other current assets
|
| |
$56
|
Non-current assets
|
| |
|
Property, plant, and equipment, net
|
| |
$13,297
|
Prepayments
|
| |
$(56)
|
Intangible assets
|
| |
$(3,600)
|
Other deferred charges
|
| |
$1
|
Current liabilities
|
| |
|
Accounts payable
|
| |
$3,022
|
Energy risk management liabilities
|
| |
$(1)
|
Other current liabilities
|
| |
$327
|
Non-current liabilities
|
| |
|
Accumulated deferred federal and state income taxes, net
|
| |
$421
|
Deferred lease revenue
|
| |
$(3,600)
|
Intangible liabilities
|
| |
$6,400
|
Asset retirement obligations
|
| |
$4,534
|
Operating lease liabilities
|
| |
$3
|
Unaudited Pro Forma Financial Information
|
| |
|
(THOUSANDS)
|
| |
FOR THE THREE
MONTHS ENDED MAR. 31, 2019 |
Operating revenue, net
|
| |
$381,796
|
Net income
|
| |
$32,986
|
(1)
|
Consists of the deferred lease revenue resulting from the fair value of the lease between Cottonwood Energy and a special-purpose entity that is a subsidiary of NRG Energy. For more information, see Note 2 — “Business Combinations.”
|
|
| |
FOR THE THREE MONTHS ENDED MAR. 31, 2020
|
||||||||||||
(THOUSANDS)
|
| |
CLECO
POWER |
| |
CLECO
CAJUN |
| |
OTHER
|
| |
ELIMINATIONS
|
| |
TOTAL
|
Revenue from contracts with customers
|
| |
|
| |
|
| |
|
| |
|
| |
|
Retail revenue
|
| |
|
| |
|
| |
|
| |
|
| |
|
Residential(1)
|
| |
$81,571
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$81,571
|
Commercial(1)
|
| |
61,110
|
| |
—
|
| |
—
|
| |
—
|
| |
61,110
|
Industrial(1)
|
| |
32,210
|
| |
—
|
| |
—
|
| |
—
|
| |
32,210
|
Other retail(1)
|
| |
3,461
|
| |
—
|
| |
—
|
| |
—
|
| |
3,461
|
Surcharge
|
| |
2,443
|
| |
—
|
| |
—
|
| |
—
|
| |
2,443
|
Electric customer credits
|
| |
(8,340)
|
| |
—
|
| |
—
|
| |
—
|
| |
(8,340)
|
Total retail revenue
|
| |
172,455
|
| |
—
|
| |
—
|
| |
—
|
| |
172,455
|
Wholesale, net
|
| |
42,229(1)
|
| |
89,147
|
| |
(2,420)(2)
|
| |
—
|
| |
128,956
|
Transmission, net
|
| |
12,069
|
| |
12,931(3)
|
| |
—
|
| |
(1,818)
|
| |
23,182
|
Other
|
| |
3,695(4)
|
| |
—
|
| |
1
|
| |
—
|
| |
3,696
|
Affiliate(5)
|
| |
1,106
|
| |
161
|
| |
29,278
|
| |
(30,545)
|
| |
—
|
Total revenue from contracts with customers
|
| |
231,554
|
| |
102,239
|
| |
26,859
|
| |
(32,363)
|
| |
328,289
|
Revenue unrelated to contracts with customers
|
| |
|
| |
|
| |
|
| |
|
| |
|
Other
|
| |
1,406(6)
|
| |
17,877(7)
|
| |
—
|
| |
—
|
| |
19,283
|
Total revenue unrelated to contracts with customers
|
| |
1,406
|
| |
17,877
|
| |
—
|
| |
—
|
| |
19,283
|
Operating revenue, net
|
| |
$232,960
|
| |
$120,116
|
| |
$26,859
|
| |
$(32,363)
|
| |
$347,572
|
(1)
|
Includes fuel recovery revenue.
|
(2)
|
Amortization of intangible assets related to Cleco Power’s wholesale power supply agreements.
|
(3)
|
Includes $0.2 million of electric customer credits.
|
(4)
|
Includes $3.7 million of other miscellaneous fee revenue.
|
(5)
|
Includes interdepartmental rents and support services. This revenue is eliminated upon consolidation.
|
(6)
|
Includes realized gains associated with FTRs of $1.4 million.
|
(7)
|
Includes $15.6 million in lease revenue related to the Cottonwood Sale Leaseback and $2.3 million of deferred lease revenue amortization.
|
|
| |
FOR THE THREE MONTHS ENDED MAR. 31, 2019
|
||||||||||||
(THOUSANDS)
|
| |
CLECO
POWER |
| |
CLECO
CAJUN |
| |
OTHER
|
| |
ELIMINATIONS
|
| |
TOTAL
|
Revenue from contracts with customers
|
| |
|
| |
|
| |
|
| |
|
| |
|
Retail revenue
|
| |
|
| |
|
| |
|
| |
|
| |
|
Residential(1)
|
| |
$87,148
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$87,148
|
Commercial(1)
|
| |
65,380
|
| |
—
|
| |
—
|
| |
—
|
| |
65,380
|
Industrial(1)
|
| |
37,870
|
| |
—
|
| |
—
|
| |
—
|
| |
37,870
|
Other retail(1)
|
| |
3,681
|
| |
—
|
| |
—
|
| |
—
|
| |
3,681
|
Surcharge
|
| |
5,321
|
| |
—
|
| |
—
|
| |
—
|
| |
5,321
|
Electric customer credits
|
| |
(8,160)
|
| |
—
|
| |
—
|
| |
—
|
| |
(8,160)
|
Total retail revenue
|
| |
191,240
|
| |
—
|
| |
—
|
| |
—
|
| |
191,240
|
Wholesale, net
|
| |
55,546(1)
|
| |
58,191
|
| |
(2,420)(2)
|
| |
—
|
| |
111,317
|
Transmission
|
| |
12,579
|
| |
8,727
|
| |
—
|
| |
—
|
| |
21,306
|
Other
|
| |
6,851(3)
|
| |
(26)
|
| |
2
|
| |
—
|
| |
6,827
|
Affiliate(4)
|
| |
300
|
| |
—
|
| |
26,535
|
| |
(26,835)
|
| |
—
|
Total revenue from contracts with customers
|
| |
266,516
|
| |
66,892
|
| |
24,117
|
| |
(26,835)
|
| |
330,690
|
Revenue unrelated to contracts with customers
|
| |
|
| |
|
| |
|
| |
|
| |
|
Other
|
| |
2,229(5)
|
| |
11,267(6)
|
| |
—
|
| |
—
|
| |
13,496
|
Total revenue unrelated to contracts with customers
|
| |
2,229
|
| |
11,267
|
| |
—
|
| |
—
|
| |
13,496
|
Operating revenue, net
|
| |
$268,745
|
| |
$78,159
|
| |
$24,117
|
| |
$(26,835)
|
| |
$344,186
|
(1)
|
Includes fuel recovery revenue.
|
(2)
|
Amortization of intangible assets related to Cleco Power’s wholesale power supply agreements.
|
(3)
|
Includes $4.4 million of other miscellaneous fee revenue and $2.4 million of Teche Unit 3 SSR revenue at Cleco Power.
|
(4)
|
Includes interdepartmental rents and support services. This revenue is eliminated upon consolidation.
|
(5)
|
Includes realized gains associated with FTRs of $4.8 million and the reversal of the LCFC revenue of $(2.6) million.
|
(6)
|
Includes $9.8 million in lease revenue related to the Cottonwood Sale Leaseback and $1.4 million of deferred lease revenue amortization.
|
Cleco Power
|
| |
|
| |
|
(THOUSANDS)
|
| |
AT MAR. 31, 2020
|
| |
AT DEC. 31, 2019
|
Regulatory assets (liabilities)
|
| |
|
| |
|
Deferred taxes, net
|
| |
$(146,225)
|
| |
$(146,948)
|
Interest costs
|
| |
3,896
|
| |
3,958
|
AROs
|
| |
3,815
|
| |
3,668
|
Postretirement costs
|
| |
147,889
|
| |
151,543
|
Tree trimming costs
|
| |
11,384
|
| |
11,341
|
Training costs
|
| |
6,202
|
| |
6,241
|
Surcredits, net(1)
|
| |
72
|
| |
145
|
AMI deferred revenue requirement
|
| |
3,000
|
| |
3,136
|
Emergency declarations
|
| |
948
|
| |
1,349
|
Production operations and maintenance expenses
|
| |
6,756
|
| |
7,985
|
AFUDC equity gross-up(1)
|
| |
71,992
|
| |
72,766
|
Acadia Unit 1 acquisition costs
|
| |
2,098
|
| |
2,124
|
Financing costs
|
| |
7,461
|
| |
7,554
|
Coughlin transaction costs
|
| |
899
|
| |
906
|
Corporate franchise tax, net
|
| |
(1,145)
|
| |
(1,145)
|
Non-service cost of postretirement benefits
|
| |
7,551
|
| |
6,739
|
Energy efficiency
|
| |
2,820
|
| |
2,820
|
Accumulated deferred fuel
|
| |
16,353
|
| |
22,910
|
Other, net
|
| |
(1,039)
|
| |
(4,543)
|
Total regulatory assets, net
|
| |
$144,727
|
| |
$152,549
|
(1)
|
Represents regulatory assets for past expenditures that were not earning a return on investment at March 31, 2020, and December 31, 2019, respectively. All other assets are earning a return on investment.
|
Cleco
|
| |
|
| |
|
(THOUSANDS)
|
| |
AT MAR. 31,
2020 |
| |
AT DEC. 31,
2019 |
Total Cleco Power regulatory assets, net
|
| |
$144,727
|
| |
$152,549
|
2016 Merger adjustments(1)
|
| |
|
| |
|
Fair value of long-term debt
|
| |
125,105
|
| |
127,977
|
Postretirement costs
|
| |
16,902
|
| |
17,399
|
Financing costs
|
| |
7,849
|
| |
7,935
|
Debt issuance costs
|
| |
5,504
|
| |
5,665
|
Total Cleco regulatory assets, net
|
| |
$300,087
|
| |
$311,525
|
(1)
|
Cleco regulatory assets include acquisition accounting adjustments as a result of the 2016 Merger.
|
Cleco
|
| |
|
| |
|
| |||||
|
| |
AT MAR. 31, 2020
|
| |
AT DEC. 31, 2019
|
||||||
(THOUSANDS)
|
| |
CARRYING
VALUE* |
| |
FAIR VALUE
|
| |
CARRYING
VALUE* |
| |
FAIR VALUE
|
Long-term debt
|
| |
$3,174,821
|
| |
$3,295,214
|
| |
$3,188,664
|
| |
$3,371,915
|
*
|
The carrying value of long-term debt does not include deferred issuance costs of $13.2 million at March 31, 2020, and $13.7 million at December 31, 2019.
|
Cleco Power
|
| |
|
| |
|
| |||||
|
| |
AT MAR. 31, 2020
|
| |
AT DEC. 31, 2019
|
||||||
(THOUSANDS)
|
| |
CARRYING
VALUE* |
| |
FAIR VALUE
|
| |
CARRYING
VALUE* |
| |
FAIR VALUE
|
Long-term debt
|
| |
$1,369,716
|
| |
$1,696,053
|
| |
$1,380,688
|
| |
$1,601,865
|
*
|
The carrying value of long-term debt does not include deferred issuance costs of $7.2 million at March 31, 2020, and $7.4 million at December 31, 2019.
|
Cleco
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
FAIR VALUE MEASUREMENTS AT REPORTING DATE
|
|||||||||||||||||||||
(THOUSANDS)
|
| |
AT MAR. 31,
2020 |
| |
QUOTED
PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1) |
| |
SIGNIFICANT
OTHER OBSERVABLE INPUTS (LEVEL 2) |
| |
SIGNIFICANT
UNOBSERVABLE INPUTS (LEVEL 3) |
| |
AT DEC. 31,
2019 |
| |
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
|
| |
$352,549
|
| |
$—
|
| |
$352,549
|
| |
$—
|
| |
$129,643
|
| |
$—
|
| |
$129,643
|
| |
$—
|
FTRs
|
| |
1,779
|
| |
—
|
| |
—
|
| |
1,779
|
| |
6,822
|
| |
—
|
| |
—
|
| |
6,822
|
Other commodity derivatives
|
| |
213
|
| |
—
|
| |
213
|
| |
—
|
| |
201
|
| |
—
|
| |
201
|
| |
—
|
Total assets
|
| |
$354,541
|
| |
$—
|
| |
$352,762
|
| |
$1,779
|
| |
$136,666
|
| |
$—
|
| |
$129,844
|
| |
$6,822
|
Liability description
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
FTRs
|
| |
$683
|
| |
$—
|
| |
$—
|
| |
$683
|
| |
$1,044
|
| |
$—
|
| |
$—
|
| |
$1,044
|
Other commodity derivatives
|
| |
12,494
|
| |
—
|
| |
12,494
|
| |
—
|
| |
5,373
|
| |
—
|
| |
5,373
|
| |
—
|
Total liabilities
|
| |
$13,177
|
| |
$—
|
| |
$12,494
|
| |
$683
|
| |
$6,417
|
| |
$—
|
| |
$5,373
|
| |
$1,044
|
Cleco Power
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
FAIR VALUE MEASUREMENTS AT REPORTING DATE
|
|||||||||||||||||||||
(THOUSANDS)
|
| |
AT MAR. 31,
2020 |
| |
QUOTED
PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1) |
| |
SIGNIFICANT
OTHER OBSERVABLE INPUTS (LEVEL 2) |
| |
SIGNIFICANT
UNOBSERVABLE INPUTS (LEVEL 3) |
| |
AT DEC. 31,
2019 |
| |
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
|
| |
$198,006
|
| |
$—
|
| |
$198,006
|
| |
$—
|
| |
$74,903
|
| |
$—
|
| |
$74,903
|
| |
$—
|
FTRs
|
| |
1,673
|
| |
—
|
| |
—
|
| |
1,673
|
| |
6,311
|
| |
—
|
| |
—
|
| |
6,311
|
Total assets
|
| |
$199,679
|
| |
$—
|
| |
$198,006
|
| |
$1,673
|
| |
$81,214
|
| |
$—
|
| |
$74,903
|
| |
$6,311
|
Liability description
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
FTRs
|
| |
$524
|
| |
$—
|
| |
$—
|
| |
$524
|
| |
$586
|
| |
$—
|
| |
$—
|
| |
$586
|
Total liabilities
|
| |
$524
|
| |
$—
|
| |
$—
|
| |
$524
|
| |
$586
|
| |
$—
|
| |
$—
|
| |
$586
|
*
|
Cleco Power’s unrealized losses are reported through Accumulated deferred fuel on Cleco’s Condensed Consolidated Balance Sheet. Cleco Cajun’s unrealized (losses) gains are reported through Purchased power on Cleco’s Condensed Consolidated Income Statement.
|
Cleco Power
|
| |
|
| |
|
|
| |
FOR THE THREE
MONTHS ENDED MAR. 31, |
|||
(THOUSANDS)
|
| |
2020
|
| |
2019
|
Beginning balance
|
| |
$5,725
|
| |
$22,887
|
Unrealized losses*
|
| |
(1,311)
|
| |
(2,939)
|
Purchases
|
| |
466
|
| |
1,286
|
Settlements
|
| |
(3,731)
|
| |
(16,422)
|
Ending balance
|
| |
$1,149
|
| |
$4,812
|
*
|
Unrealized losses are reported through Accumulated deferred fuel on Cleco Power’s Condensed Consolidated Balance Sheet.
|
Cleco
|
| |
|
| |
|
| |
|
| |
|
| |||||
|
| |
FAIR VALUE
|
| |
VALUATION
TECHNIQUE |
| |
SIGNIFICANT
UNOBSERVABLE INPUTS |
| |
FORWARD PRICE
RANGE |
||||||
(THOUSANDS, EXCEPT FORWARD PRICE RANGE)
|
| |
ASSETS
|
| |
LIABILITIES
|
| |
|
| |
|
| |
LOW
|
| |
HIGH
|
FTRs at Mar. 31, 2020
|
| |
$1,779
|
| |
$683
|
| |
RTO auction pricing
|
| |
FTR price - per MWh
|
| |
$(1.40)
|
| |
$2.93
|
FTRs at Dec. 31, 2019
|
| |
$6,822
|
| |
$1,044
|
| |
RTO auction pricing
|
| |
FTR price -
per MWh |
| |
$(2.57)
|
| |
$2.86
|
Cleco Power
|
| |
|
| |
|
| |
|
| |
|
| |||||
|
| |
FAIR VALUE
|
| |
VALUATION
TECHNIQUE |
| |
SIGNIFICANT
UNOBSERVABLE INPUTS |
| |
FORWARD PRICE
RANGE |
||||||
(THOUSANDS, EXCEPT FORWARD PRICE RANGE)
|
| |
ASSETS
|
| |
LIABILITIES
|
| |
|
| |
|
| |
LOW
|
| |
HIGH
|
FTRs at Mar. 31, 2020
|
| |
$1,673
|
| |
$524
|
| |
RTO auction pricing
|
| |
FTR price -
per MWh |
| |
$(1.40)
|
| |
$2.93
|
FTRs at Dec. 31, 2019
|
| |
$6,311
|
| |
$586
|
| |
RTO auction
pricing |
| |
FTR price -
per MWh |
| |
$(2.04)
|
| |
$2.86
|
Cleco
|
| |
|
| |
|
(THOUSANDS)
|
| |
AT MAR. 31, 2020
|
| |
AT DEC. 31, 2019
|
Cash and cash equivalents
|
| |
$338,611
|
| |
$103,409
|
Current restricted cash and cash equivalents
|
| |
$4,054
|
| |
$11,100
|
Non-current restricted cash and cash equivalents
|
| |
$9,883
|
| |
$15,134
|
Cleco Power
|
| |
|
| |
|
(THOUSANDS)
|
| |
AT MAR. 31, 2020
|
| |
AT DEC. 31, 2019
|
Cash and cash equivalents
|
| |
$184,911
|
| |
$49,509
|
Current restricted cash and cash equivalents
|
| |
$4,054
|
| |
$11,100
|
Non-current restricted cash and cash equivalents
|
| |
$9,041
|
| |
$14,294
|
Cleco
|
| |
|
| |
|
| |
|
|
| |
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
|
||||||
(THOUSANDS)
|
| |
BALANCE SHEET LINE ITEM
|
| |
AT MAR. 31, 2020
|
| |
AT DEC. 31, 2019
|
Commodity-related contracts
|
| |
|
| |
|
| |
|
FTRs
|
| |
|
| |
|
| |
|
Current
|
| |
Energy risk management assets
|
| |
$1,779
|
| |
$6,822
|
Current
|
| |
Energy risk management liabilities
|
| |
(683)
|
| |
(1,044)
|
Other commodity derivatives
|
| |
|
| |
|
| |
|
Current
|
| |
Energy risk management assets
|
| |
213
|
| |
201
|
Current
|
| |
Energy risk management liabilities
|
| |
(9,014)
|
| |
(3,069)
|
Non-current
|
| |
Other deferred credits
|
| |
(3,480)
|
| |
(2,304)
|
Commodity-related contracts, net
|
| |
|
| |
$(11,185)
|
| |
$606
|
Cleco Power
|
| |
|
| |
|
| |
|
|
| |
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
|
||||||
(THOUSANDS)
|
| |
BALANCE SHEET LINE ITEM
|
| |
AT MAR. 31, 2020
|
| |
AT DEC. 31, 2019
|
Commodity-related contracts
|
| |
|
| |
|
| |
|
FTRs
|
| |
|
| |
|
| |
|
Current
|
| |
Energy risk management assets
|
| |
$1,673
|
| |
$6,311
|
Current
|
| |
Energy risk management liabilities
|
| |
(524)
|
| |
(586)
|
Commodity-related contracts, net
|
| |
|
| |
$1,149
|
| |
$5,725
|
(1)
|
For the three months ended March 31, 2020, unrealized losses associated with FTRs for Cleco Power of $1.3 million were reported through Accumulated deferred fuel on the balance sheet. For the three months ended March 31, 2019, unrealized losses associated with FTRs for Cleco Power of $2.9 million were reported through Accumulated deferred fuel on the balance sheet.
|
Cleco Power
|
| |
|
| |
|
| |
|
|
| |
AMOUNT OF GAIN(LOSS) RECOGNIZED IN INCOME ON DERIVATIVES
|
||||||
|
| |
|
| |
FOR THE THREE MONTHS ENDED MAR. 31,
|
|||
(THOUSANDS)
|
| |
INCOME STATEMENT LINE ITEM
|
| |
2020
|
| |
2019
|
Commodity-related contracts
|
| |
|
| |
|
| |
|
FTRs(1)
|
| |
Electric operations
|
| |
$1,396
|
| |
$5,206
|
FTRs(1)
|
| |
Purchased power
|
| |
(751)
|
| |
(1,983)
|
Total
|
| |
|
| |
$645
|
| |
$3,223
|
(1)
|
For the three months ended March 31, 2020, unrealized losses associated with FTRs of $1.3 million were reported through Accumulated deferred fuel on the balance sheet. For the three months ended March 31, 2019, unrealized losses associated with FTRs of $2.9 million were reported through Accumulated deferred fuel on the balance sheet.
|
|
| |
PENSION BENEFITS
|
| |
OTHER BENEFITS
|
||||||
|
| |
FOR THE THREE
MONTHS ENDED MAR. 31, |
| |
FOR THE THREE
MONTHS ENDED MAR. 31, |
||||||
(THOUSANDS)
|
| |
2020
|
| |
2019
|
| |
2020
|
| |
2019
|
Components of periodic benefit costs
|
| |
|
| |
|
| |
|
| |
|
Service cost
|
| |
$2,328
|
| |
$2,067
|
| |
$508
|
| |
$288
|
Interest cost
|
| |
5,130
|
| |
5,650
|
| |
410
|
| |
400
|
Expected return on plan assets
|
| |
(6,245)
|
| |
(6,622)
|
| |
—
|
| |
—
|
Amortizations
|
| |
|
| |
|
| |
|
| |
|
Prior period service credit
|
| |
(15)
|
| |
(18)
|
| |
—
|
| |
—
|
Net loss (gain)
|
| |
3,672
|
| |
1,875
|
| |
339
|
| |
(45)
|
Net periodic benefit cost
|
| |
$4,870
|
| |
$2,952
|
| |
$1,257
|
| |
$643
|
Cleco
|
| |
|
| |
|
(THOUSANDS)
|
| |
AT MAR. 31, 2020
|
| |
AT DEC. 31, 2019
|
Current
|
| |
$4,401
|
| |
$4,401
|
Non-current
|
| |
$48,175
|
| |
$48,321
|
Cleco Power
|
| |
|
| |
|
(THOUSANDS)
|
| |
AT MAR. 31, 2020
|
| |
AT DEC. 31, 2019
|
Current
|
| |
$3,815
|
| |
$3,815
|
Non-current
|
| |
$41,994
|
| |
$42,080
|
|
| |
FOR THE THREE MONTHS
ENDED MAR. 31, |
|||
(THOUSANDS)
|
| |
2020
|
| |
2019
|
Components of periodic benefit costs
|
| |
|
| |
|
Service cost
|
| |
$95
|
| |
$113
|
Interest cost
|
| |
733
|
| |
825
|
Amortizations
|
| |
|
| |
|
Prior period service credit
|
| |
(40)
|
| |
(35)
|
Net loss
|
| |
757
|
| |
392
|
Net periodic benefit cost
|
| |
$1,545
|
| |
$1,295
|
Cleco
|
| |
|
| |
|
(THOUSANDS)
|
| |
AT MAR. 31, 2020
|
| |
AT DEC. 31, 2019
|
Current
|
| |
$4,599
|
| |
$4,599
|
Non-current
|
| |
$84,219
|
| |
$84,529
|
Cleco Power
|
| |
|
| |
|
(THOUSANDS)
|
| |
AT MAR. 31, 2020
|
| |
AT DEC. 31, 2019
|
Current
|
| |
$760
|
| |
$760
|
Non-current
|
| |
$13,863
|
| |
$13,964
|
|
| |
FOR THE THREE MONTHS
ENDED MAR. 31, |
|||
(THOUSANDS)
|
| |
2020
|
| |
2019
|
401(k) Plan expense
|
| |
$3,256
|
| |
$2,267
|
|
| |
FOR THE THREE MONTHS
ENDED MAR. 31, |
|||
(THOUSANDS)
|
| |
2020
|
| |
2019
|
401(k) Plan expense
|
| |
$1,662
|
| |
$930
|
Cleco
|
| |
|
| |
|
|
| |
FOR THE THREE MONTHS
ENDED MAR. 31, |
|||
|
| |
2020
|
| |
2019
|
Effective tax rate
|
| |
19.8%
|
| |
22.6%
|
Cleco Power
|
| |
|
| |
|
|
| |
FOR THE THREE MONTHS
ENDED MAR. 31, |
|||
|
| |
2020
|
| |
2019
|
Effective tax rate
|
| |
22.0%
|
| |
23.0%
|
Segment Information For The Three Months Ended Mar. 31,
|
| |
|
| |
|
| |
|
| |
|
| |
|
2020 (THOUSANDS)
|
| |
CLECO
POWER |
| |
CLECO
CAJUN |
| |
OTHER
|
| |
ELIMINATIONS
|
| |
CONSOLIDATED
|
Revenue
|
| |
|
| |
|
| |
|
| |
|
| |
|
Electric operations
|
| |
$224,430
|
| |
$89,147
|
| |
$(2,420)
|
| |
$—
|
| |
$311,157
|
Other operations
|
| |
15,764
|
| |
30,961
|
| |
1
|
| |
(1,818)
|
| |
44,908
|
Affiliate revenue
|
| |
1,106
|
| |
161
|
| |
29,278
|
| |
(30,545)
|
| |
—
|
Electric customer credits
|
| |
(8,340)
|
| |
(153)
|
| |
—
|
| |
—
|
| |
(8,493)
|
Operating revenue, net
|
| |
$232,960
|
| |
$120,116
|
| |
$26,859
|
| |
$(32,363)
|
| |
$347,572
|
Depreciation and amortization
|
| |
$43,677
|
| |
$10,103
|
| |
$2,094
|
| |
$(1)
|
| |
$55,873
|
Interest income
|
| |
$954
|
| |
$155
|
| |
$100
|
| |
$(52)
|
| |
$1,157
|
Interest charges
|
| |
$18,581
|
| |
$10
|
| |
$16,610
|
| |
$(52)
|
| |
$35,149
|
Federal and state income tax expense (benefit)
|
| |
$3,338
|
| |
$6,421
|
| |
$(8,197)
|
| |
$—
|
| |
$1,562
|
Net income (loss)
|
| |
$11,831
|
| |
$19,535
|
| |
$(25,039)
|
| |
$1
|
| |
$6,328
|
Additions to property, plant, and equipment
|
| |
$61,477
|
| |
$3,341
|
| |
$806
|
| |
$—
|
| |
$65,624
|
Equity investment in investees
|
| |
$17,072
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$17,072
|
Goodwill
|
| |
$1,490,797
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$1,490,797
|
Total segment assets
|
| |
$6,098,446
|
| |
$1,020,099
|
| |
$616,068
|
| |
$(58,418)
|
| |
$7,676,195
|
2019 (THOUSANDS)
|
| |
CLECO
POWER |
| |
CLECO
CAJUN |
| |
OTHER
|
| |
ELIMINATIONS
|
| |
CONSOLIDATED
|
Revenue
|
| |
|
| |
|
| |
|
| |
|
| |
|
Electric operations
|
| |
$257,175
|
| |
$58,194
|
| |
$(2,420)
|
| |
$—
|
| |
$312,949
|
Other operations
|
| |
19,430
|
| |
19,965
|
| |
2
|
| |
—
|
| |
39,397
|
Affiliate revenue
|
| |
300
|
| |
—
|
| |
26,535
|
| |
(26,835)
|
| |
—
|
Electric customer credits
|
| |
(8,160)
|
| |
—
|
| |
—
|
| |
—
|
| |
(8,160)
|
Operating revenue, net
|
| |
$268,745
|
| |
$78,159
|
| |
$24,117
|
| |
$(26,835)
|
| |
$344,186
|
Depreciation and amortization
|
| |
$42,377
|
| |
$5,410
|
| |
$2,069
|
| |
$—
|
| |
$49,856
|
Interest income
|
| |
$994
|
| |
$254
|
| |
$417
|
| |
$(174)
|
| |
$1,491
|
Interest charges
|
| |
$17,145
|
| |
$—
|
| |
$17,028
|
| |
$(174)
|
| |
$33,999
|
Federal and state income tax expense (benefit)
|
| |
$7,998
|
| |
$3,529
|
| |
$(5,540)
|
| |
$(1)
|
| |
$5,986
|
Net income (loss)
|
| |
$26,712
|
| |
$11,056
|
| |
$(17,210)
|
| |
$(1)
|
| |
$20,557
|
Additions to property, plant, and equipment
|
| |
$81,040
|
| |
$1,530
|
| |
$1,109
|
| |
$—
|
| |
$83,679
|
Equity investment in investees(1)
|
| |
$17,072
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$17,072
|
Goodwill(1)
|
| |
$1,490,797
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$1,490,797
|
Total segment assets(1)
|
| |
$5,967,327
|
| |
$1,011,591
|
| |
$546,096
|
| |
$(48,716)
|
| |
$7,476,298
|
(1)
|
Balances as of December 31, 2019
|
INCEPTION TO DATE (THOUSANDS)
|
| |
AT MAR. 31, 2020
|
| |
AT DEC. 31, 2019
|
Purchase price
|
| |
$12,873
|
| |
$12,873
|
Cash contributions
|
| |
6,399
|
| |
6,399
|
Dividends
|
| |
(2,200)
|
| |
(2,200)
|
Total equity investment in investee
|
| |
$17,072
|
| |
$17,072
|
(THOUSANDS)
|
| |
AT MAR. 31, 2020
|
| |
AT DEC. 31, 2019
|
Oxbow’s net assets/liabilities
|
| |
$34,145
|
| |
$34,145
|
Cleco Power’s 50% equity
|
| |
$17,072
|
| |
$17,072
|
Cleco Power’s maximum exposure to loss
|
| |
$17,072
|
| |
$17,072
|
|
| |
FOR THE THREE MONTHS
ENDED MAR. 31, |
|||
(THOUSANDS)
|
| |
2020
|
| |
2019
|
Operating revenue
|
| |
$1,882
|
| |
$1,958
|
Operating expenses
|
| |
1,882
|
| |
1,958
|
Income before taxes
|
| |
$—
|
| |
$—
|
•
|
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).
|
•
|
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).
|
|
| |
AT MAR. 31, 2020
|
| |
AT DEC. 31, 2019
|
||||||
(THOUSANDS)
|
| |
ACCOUNTS
RECEIVABLE |
| |
ACCOUNTS
PAYABLE |
| |
ACCOUNTS
RECEIVABLE |
| |
ACCOUNTS
PAYABLE |
Cleco Holdings
|
| |
$10,420
|
| |
$170
|
| |
$10,351
|
| |
$194
|
Support Group
|
| |
1,082
|
| |
10,197
|
| |
3,172
|
| |
13,890
|
Cleco Cajun
|
| |
535
|
| |
119
|
| |
958
|
| |
39
|
Total
|
| |
$12,037
|
| |
$10,486
|
| |
$14,481
|
| |
$14,123
|
Cleco Power
|
| |
|
| |
|
|
| |
FOR THE THREE MONTHS
ENDED MAR. 31, |
|||
(THOUSANDS)
|
| |
2020
|
| |
2019
|
Cleco Katrina/Rita right to bill and collect storm recovery charges
|
| |
$517
|
| |
$4,870
|
Cleco
|
| |
|
| |
|
(THOUSANDS)
|
| |
AT MAR. 31, 2020
|
| |
AT DEC. 31, 2019
|
Intangible assets
|
| |
|
| |
|
Cleco Katrina/Rita right to bill and collect storm recovery charges
|
| |
$70,594
|
| |
$70,594
|
Trade name
|
| |
5,100
|
| |
5,100
|
Power supply agreements
|
| |
184,004
|
| |
184,004
|
Total intangible assets carrying amount
|
| |
259,698
|
| |
259,698
|
Intangible liabilities
|
| |
|
| |
|
LTSA
|
| |
24,100
|
| |
24,100
|
Power supply agreements
|
| |
14,200
|
| |
14,200
|
Total intangible liability carrying amount
|
| |
38,300
|
| |
38,300
|
Net intangible assets carrying amount
|
| |
221,398
|
| |
221,398
|
Accumulated amortization
|
| |
(120,395)
|
| |
(115,167)
|
Net intangible assets subject to amortization
|
| |
$101,003
|
| |
$106,231
|
Cleco Power
|
| |
|
| |
|
(THOUSANDS)
|
| |
AT MAR. 31, 2020
|
| |
AT DEC. 31, 2019
|
Cleco Katrina/Rita right to bill and collect storm recovery charges
|
| |
$177,537
|
| |
$177,537
|
Accumulated amortization
|
| |
(177,537)
|
| |
(177,020)
|
Net intangible assets subject to amortization
|
| |
$—
|
| |
$517
|
Cleco
|
| |
|
|
| |
FOR THE THREE
MONTHS ENDED MAR. 31, 2020 |
(THOUSANDS)
|
| |
POSTRETIREMENT
BENEFIT NET LOSS |
Balances, beginning of period
|
| |
$(17,513)
|
Amounts reclassified from AOCI
|
| |
|
Amortization of postretirement benefit net gain
|
| |
414
|
Balances, Mar. 31, 2020
|
| |
$(17,099)
|
|
| |
FOR THE THREE
MONTHS ENDED MAR. 31, 2019 |
(THOUSANDS)
|
| |
POSTRETIREMENT
BENEFIT NET GAIN |
Balances, beginning of period
|
| |
$1,786
|
Amounts reclassified from AOCI
|
| |
|
Amortization of postretirement benefit net loss
|
| |
(135)
|
Balances, Mar. 31, 2019
|
| |
$1,651
|
Cleco Power
|
| |
|
| |
|
| |
|
|
| |
FOR THE THREE MONTHS ENDED MAR. 31, 2020
|
||||||
(THOUSANDS)
|
| |
POSTRETIREMENT
BENEFIT NET LOSS |
| |
NET
LOSS ON CASH FLOW HEDGES |
| |
TOTAL
AOCI |
Balances, beginning of period
|
| |
$(16,717)
|
| |
$(5,868)
|
| |
$(22,585)
|
Amounts reclassified from AOCI
|
| |
|
| |
|
| |
|
Amortization of postretirement benefit net loss
|
| |
426
|
| |
—
|
| |
426
|
Reclassification of net loss to interest charges
|
| |
—
|
| |
64
|
| |
64
|
Balances, Mar. 31, 2020
|
| |
$(16,291)
|
| |
$(5,804)
|
| |
$(22,095)
|
|
| |
FOR THE THREE MONTHS ENDED MAR. 31, 2019
|
||||||
(THOUSANDS)
|
| |
POSTRETIREMENT
BENEFIT NET LOSS |
| |
NET
LOSS ON CASH FLOW HEDGES |
| |
TOTAL
AOCI |
Balances, beginning of period
|
| |
$(7,060)
|
| |
$(6,122)
|
| |
$(13,182)
|
Amounts reclassified from AOCI
|
| |
|
| |
|
| |
|
Amortization of postretirement benefit net loss
|
| |
156
|
| |
—
|
| |
156
|
Reclassification of net loss to interest charges
|
| |
—
|
| |
64
|
| |
64
|
Balances, Mar. 31, 2019
|
| |
$(6,904)
|
| |
$(6,058)
|
| |
$(12,962)
|
Item 20.
|
Indemnification of officers and directors.
|
Item 21.
|
Exhibits and financial statement schedules.
|
(a)
|
Exhibits: See Exhibit Index immediately before the signature pages.
|
(b)
|
Financial Statement Schedules: See Index to Consolidated Financial Statements and the related notes thereto.
|
Item 22.
|
Undertakings.
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or most recent post-effective amendment thereof) which, individually or in the
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(4)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
|
(5)
|
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
|
| |
SEC FILE OR
REGISTRATION NUMBER |
| |
REGISTRATION
STATEMENT OR REPORT |
| |
EXHIBIT
NUMBER |
|||
2(a)
|
| | | |
1-15759
|
| |
8-K(10/20/14)
|
| |
2.1
|
|
2(b)
|
| | | |
1-15759
|
| |
10-Q(3/18)
|
| |
2.1
|
|
2(c)
|
| |
Letter Agreement, dated as of February 1, 2019 between NRG Energy, Inc. and Cleco Cajun LLC (f/k/a Cleco Energy LLC) amending, supplementing and modifying the Purchase and Sale Agreement (the “Purchase Agreement”), dated as of February 6, 2018, by and between NRG Energy, Inc. and Cleco Cajun LLC (f/k/a Cleco Energy LLC).
|
| |
1-15759
|
| |
8-K(2/8/19)
|
| |
10.6
|
3(a)
|
| | | |
1-15759
|
| |
8-K(4/19/16)
|
| |
3.1
|
|
3(b)
|
| | | |
1-15759
|
| |
8-K(4/19/16)
|
| |
3.2
|
|
4(a)(1)
|
| | | |
1-05663
|
| |
10-K(1997)
|
| |
4(a)(1)
|
|
4(a)(2)
|
| |
Eighteenth Supplemental Indenture dated as of December 1, 1982, to Exhibit 4(a)(1)
|
| |
1-05663
|
| |
10-K(1993)
|
| |
4(a)(8)
|
4(a)(3)
|
| |
Nineteenth Supplemental Indenture dated as of January 1, 1983, to Exhibit 4(a)(1)
|
| |
1-05663
|
| |
10-K(1993)
|
| |
4(a)(9)
|
4(a)(4)
|
| |
Twenty-Sixth Supplemental Indenture dated as of March 15, 1990, to Exhibit 4(a)(1)
|
| |
1-05663
|
| |
8-K(3/15/90)
|
| |
4(a)(27)
|
4(b)(1)
|
| |
Indenture between Cleco Power (as successor) and Bankers Trust Company, as Trustee, dated as of October 1, 1988
|
| |
33-24896
|
| |
S-3(10/11/88)
|
| |
4(b)
|
4(b)(2)
|
| | | |
333-02895
|
| |
S-3(4/29/96)
|
| |
4(a)(2)
|
|
4(b)(3)
|
| | | |
333-52540
|
| |
S-3/A(1/26/01)
|
| |
4(a)(2)
|
|
4(b)(4)
|
| | | |
333-52540
|
| |
S-3/A(1/26/01)
|
| |
4(a)(3)
|
|
4(b)(5)
|
| | | |
1-05663
|
| |
8-K(7/6/05)
|
| |
4.1
|
|
| |
SEC FILE OR
REGISTRATION NUMBER |
| |
REGISTRATION
STATEMENT OR REPORT |
| |
EXHIBIT
NUMBER |
|||
4(b)(6)
|
| | | |
1-05663
|
| |
8-K(11/28/05)
|
| |
4.1
|
|
4(b)(7)
|
| | | |
1-05663
|
| |
8-K(6/2/08)
|
| |
4.1
|
|
4(b)(8)
|
| | | |
1-05663
|
| |
8-K(11/12/09)
|
| |
4.1
|
|
4(b)(9)
|
| | | |
1-05663
|
| |
8-K(11/15/10)
|
| |
4.1
|
|
4(c)(1)
|
| | | |
1-15759
|
| |
8-K(5/17/16)
|
| |
4.1
|
|
4(c)(2)
|
| | | |
1-15759
|
| |
8-K(5/17/16)
|
| |
4.2
|
|
4(c)(3)
|
| | | |
1-15759
|
| |
8-K(5/17/16)
|
| |
4.3
|
|
4(c)(4)
|
| | | |
1-15759
|
| |
8-K(5/24/16)
|
| |
4.2
|
|
4(d)(1)
|
| | | |
1-15759
|
| |
8-K(9/12/19)
|
| |
4.1
|
|
4(d)(2)
|
| | | |
1-15759
|
| |
8-K(9/12/19)
|
| |
4.2
|
|
4(d)(3)
|
| | | |
1-15759
|
| |
8-K(9/12/19)
|
| |
4.3
|
|
4(e)
|
| | | |
1-05663
|
| |
10-Q(9/99)
|
| |
4(c)
|
|
*5.1
|
| | | |
|
| |
|
| |
|
|
*5.2
|
| | | |
|
| |
|
| |
|
|
**10(a)(1)
|
| | | |
1-15759
|
| |
10-K(2008)
|
| |
10(f)(4)
|
|
**10(a)(2)
|
| | | |
1-15759
|
| |
8-K(12/9/08)
|
| |
10.3
|
|
**10(a)(3)
|
| | | |
1-15759
|
| |
10-Q(9/11)
|
| |
10.2
|
|
| |
SEC FILE OR
REGISTRATION NUMBER |
| |
REGISTRATION
STATEMENT OR REPORT |
| |
EXHIBIT
NUMBER |
|||
**10(a)(4)
|
| | | |
1-15759
|
| |
10-K(2014)
|
| |
10(c)(10)
|
|
**10(a)(5)
|
| | | |
1-15759
|
| |
8-K(12/21/17)
|
| |
10.2
|
|
**10(a)(6)
|
| | | |
1-15759
|
| |
10-K(2003)
|
| |
10(e)(1)(c)
|
|
**10(a)(7)
|
| | | |
1-15759
|
| |
10-K(2002)
|
| |
10(z)(1)
|
|
**10(a)(8)
|
| | | |
1-15759
|
| |
10-K(2004)
|
| |
10(v)(3)
|
|
**10(b)(1)
|
| | | |
1-15759
|
| |
10-Q(9/11)
|
| |
10.1
|
|
**10(b)(2)
|
| | | |
1-15759
|
| |
8-K(10/24/14)
|
| |
10.1
|
|
**10(b)(3)
|
| | | |
1-15759
|
| |
8-K(12/23/14)
|
| |
10.1
|
|
**10(b)(4)
|
| | | |
1-15759
|
| |
10-Q(6/15)
|
| |
10.1
|
|
**10(b)(5)
|
| | | |
1-15759
|
| |
8-K(3/28/17)
|
| |
10.1
|
|
**10(b)(6)
|
| | | |
1-15759
|
| |
8-K(4/27/11)
|
| |
10.1
|
|
**10(b)(7)
|
| | | |
1-15759
|
| |
8-K(12/21/17)
|
| |
10.1
|
|
**10(b)(8)
|
| | | |
1-15759
|
| |
8-K(12/21/17)
|
| |
10.3
|
|
**10(c)(1)
|
| | | |
333-59696
|
| |
S-8(4/27/01)
|
| |
4.3
|
|
**10(c)(2)
|
| | | |
1-15759
|
| |
10-K(2008)
|
| |
10(n)(5)
|
|
**10(c)(3)
|
| | | |
1-15759
|
| |
8-K(12/9/08)
|
| |
10.2
|
|
**10(c)(4)
|
| | | |
1-15759
|
| |
10-K(2003)
|
| |
10(u)
|
|
**10(c)(5)
|
| | | |
1-15759
|
| |
10-Q(9/11)
|
| |
10.5
|
|
**10(c)(6)
|
| | | |
1-15759
|
| |
8-K(7/5/16)
|
| |
10.1
|
|
| |
SEC FILE OR
REGISTRATION NUMBER |
| |
REGISTRATION
STATEMENT OR REPORT |
| |
EXHIBIT
NUMBER |
|||
10(d)(1)
|
| | | |
1-05663
|
| |
8-K(05/09/12)
|
| |
10.1
|
|
10(d)(2)
|
| | | |
1-15759
|
| |
8-K(11/13/15)
|
| |
10.1
|
|
10(d)(3)
|
| | | |
1-05663
|
| |
8-K(12/21/16)
|
| |
10.1
|
|
10(d)(4)
|
| | | |
1-15759
|
| |
8-K(12/21/17)
|
| |
10.1
|
|
10(d)(5)
|
| | | |
1-15759
|
| |
8-K(4/19/16)
|
| |
10.1
|
|
10(d)(6)
|
| | | |
1-15759
|
| |
8-K(7/1/16)
|
| |
10.1
|
|
10(d)(7)
|
| | | |
1-15759
|
| |
8-K(2/8/19)
|
| |
10.2
|
|
10(d)(8)
|
| | | |
1-15759
|
| |
8-K(2/8/19)
|
| |
10.3
|
|
10(d)(9)
|
| | | |
1-15759
|
| |
8-K(2/8/19)
|
| |
10.4
|
|
10(d)(10)
|
| | | |
1-15759
|
| |
8-K(2/8/19)
|
| |
10.5
|
|
10(d)(11)
|
| | | |
1-15759
|
| |
8-K(2/8/19)
|
| |
10.7
|
|
10(d)(12)
|
| | | |
1-15759
|
| |
8-K(2/8/19)
|
| |
10.8
|
|
| |
SEC FILE OR
REGISTRATION NUMBER |
| |
REGISTRATION
STATEMENT OR REPORT |
| |
EXHIBIT
NUMBER |
|||
10(d)(13)
|
| | | |
1-15759
|
| |
8-K(5/21/20)
|
| |
10.1
|
|
10(d)(14)
|
| | | |
1-15759
|
| |
8-K(5/21/20)
|
| |
10.2
|
|
10(d)(15)
|
| | | |
1-15759
|
| |
8-K(5/21/20)
|
| |
10.3
|
|
10(d)(16)
|
| | | |
1-15759
|
| |
8-K(5/21/20)
|
| |
10.4
|
|
10(e)(1)
|
| | | |
1-15759
|
| |
10-Q(3/17)
|
| |
10.3
|
|
10(e)(2)
|
| | | |
1-15759
|
| |
10-Q(3/17)
|
| |
10.4
|
|
10(e)(3)
|
| | | |
1-15759
|
| |
10-Q(3/17)
|
| |
10.5
|
|
10(f)
|
| | | |
1-15759
|
| |
10-Q(3/20)
|
| |
10.1
|
|
10(g)
|
| | | |
1-15759
|
| |
10-Q(3/17)
|
| |
10.6
|
|
21
|
| | | |
1-15759
|
| |
10-K(2019)
|
| |
21
|
|
*23(a)
|
| | | |
Included in Exhibit 5.1.
|
| |
|
||||
*23(b)
|
| | | |
Included in Exhibit 5.2.
|
| |
|
||||
*23(c)
|
| | | |
|
| |
|
| |
|
|
*23(d)
|
| | |
|
| |
SEC FILE OR
REGISTRATION NUMBER |
| |
REGISTRATION
STATEMENT OR REPORT |
| |
EXHIBIT
NUMBER |
|||
*24
|
| | | |
|
| |
|
| |
|
|
*25.1
|
| | | |
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*99.1
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*101.INS
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XBRL Instance Document
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*101.SCH
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XBRL Taxonomy Extension Schema
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*101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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*101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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*101.LAB
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XBRL Taxonomy Extension Label Linkbase
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*101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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*
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Filed herewith.
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**
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Indicates a management contract or compensatory plan or arrangement.
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CLECO CORPORATE HOLDINGS LLC
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By:
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/s/ William G. Fontenot
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(William G. Fontenot)
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(President & Chief Executive Officer)
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SIGNATURE
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TITLE
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DATE
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/s/ William G. Fontenot
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President & Chief Executive Officer
(Principal Executive Officer) |
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May 27, 2020
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(William G. Fontenot)
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/s/ Kazi K. Hasan
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Chief Financial Officer
(Principal Financial Officer) |
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May 27, 2020
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(Kazi K. Hasan)
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/s/ F. Tonita Laprarie
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Controller and Chief Accounting Officer
(Principal Accounting Officer) |
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May 27, 2020
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(F. Tonita Laprarie)
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*By:
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/s/ William G. Fontenot
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May 27, 2020
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(William G. Fontenot, as Attorney-in-Fact)
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