2006 Cleco Corporation SEC Form 10-K/A
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
__________________
 
FORM 10-K/A
Amendment No. 1

 
                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2006
 
Or
 
                [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
__________________

Commission file number 1-15759
CLECO CORPORATION
(Exact name of registrant as specified in its charter)
   
Louisiana
(State or other jurisdiction of incorporation or organization)
72-1445282
(I.R.S. Employer Identification No.)
   
2030 Donahue Ferry Road, Pineville, Louisiana
(Address of principal executive offices)
71360-5226
(Zip Code)
   
Registrant’s telephone number, including area code: (318) 484-7400
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Name of each exchange on which registered
Common Stock, $1.00 par value, and associated rights to purchase Preferred Stock
  
New York Stock Exchange
     
Securities registered pursuant to Section 12(g) of the Act:
   
Title of each class
4.50% Cumulative Preferred Stock, $100 Par Value Convertible Cumulative Preferred Stock, $100 Par Value, Series of 1991
__________________
 
 
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  x        No ___
 
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes       No   x    
 
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes  x        No __
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.        
 
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer   x                             Accelerated filer                              Non-accelerated filer          
 
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes       No   x   
 

The aggregate market value of the Cleco Corporation voting stock held by non-affiliates was $1,109,278,425 as of the last business day of Cleco Corporation’s most recently completed second fiscal quarter, based on a price of $23.25 per common share, the closing price of Cleco Corporation’s common stock as reported on the New York Stock Exchange on such date. Cleco Corporation’s Cumulative Preferred Stock is not listed on any national securities exchange, nor are prices for the Cumulative Preferred Stock quoted on any national automated quotation system; therefore, its market value is not readily determinable and is not included in the foregoing amount.

As of February 1, 2007, there were 57,666,100 outstanding shares of Cleco Corporation’s Common Stock, par value $1.00 per share.


DOCUMENTS INCORPORATED BY REFERENCE

Portions of Cleco Corporation’s definitive Proxy Statement relating to its Annual Meeting of Shareholders to be held on April 20, 2007, are incorporated by reference into Part III herein.
 
 
CLECO CORPORATION
2006 FORM 10-K/A

EXPLANATORY NOTE
This amendment to Cleco Corporation’s 2006 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2007 (the “10-K”), is made to include the following:
 
§  
Financial Statements of Cleco Evangeline LLC as required by Rule 3-09 of Regulation S-X;
§  
Financial Statements of Perryville Energy Partners, L.L.C. as required by Rule 3-09 of Regulation S-X;
§  
Consolidated Financial Statements of Acadia Power Partners, LLC and Subsidiary, as required by Rule 3-09 of Regulation S-X; and
§  
certain exhibits to the 10-K.
 
The 10-K is part of a combined Form 10-K filed separately by Cleco Corporation and its wholly owned subsidiary, Cleco Power LLC. This Form 10-K/A is filed separately by Cleco Corporation, relates only to the 10-K and does not amend or affect Cleco Power LLC’s Annual Report on Form 10-K that is part of the combined Form 10-K. This amendment consists solely of the preceding cover page, this explanatory note, the information required by Item 15 of Form 10-K, a signature page, the accountants’ consents and certifications required to be filed as exhibits hereto. In accordance with Rule 12b-15 promulgated under the Securities Exchange Act of 1934, the complete text of Item 15, as amended, is included herein. However, other than the inclusion of the Financial Statements of Cleco Evangeline LLC, the Financial Statements of Perryville Energy Partners, L.L.C., and the Consolidated Financial Statements of Acadia Power Partners, LLC and Subsidiary, no changes to any financial statements in the 10-K have been made.
 
2
 
CLECO CORPORATION
2006 FORM 10-K/A
 
 
PART IV
 
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
   
FORM 10-K ANNUAL REPORT(1)
 
Report of Independent Registered Public Accounting Firm (2)
60
15(a)(1)
Consolidated Statements of Income for the years ended December 31, 2006, 2005, and 2004
61
 
Consolidated Balance Sheets at December 31, 2006, and 2005
62
 
Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005, and 2004
64
 
Consolidated Statements of Comprehensive Income for the years ended December 31, 2006, 2005, and 2004
66
 
Consolidated Statements of Changes in Common Shareholders’ Equity for the years ended December 31, 2006, 2005, and 2004
66
 
Notes to the Financial Statements
72
15(a)(2)
Financial Statement Schedules (2)
  
 
Schedule I — Financial Statements of Cleco Corporation
  
 
Condensed Statements of Income for the years ended December 31, 2006, 2005, and 2004
7
 
Condensed Balance Sheets at December 31, 2006 and 2005
8
 
Condensed Statements of Cash Flows for the years ended December 31, 2006, 2005, and 2004
9
 
Notes to the Condensed Financial Statements
10
 
Schedule II — Valuation and Qualifying Accounts
12
 
Financial Statement Schedules other than those shown in the above index are omitted because they are either not required or are not applicable or the required information is shown in the Consolidated Financial Statements and Notes thereto
  
15(a)(3)
List of Exhibits
4
(1) Page number cross references to items other than 15(a)(2) and 15(a)(3) are to the Form 10-K filed February 27, 2007. Page number cross references to items under 15(a)(2) and 15(a)(3) are to this Form 10-K/A.

(2) The Financial Statement Schedules and Report of Independent Registered Public Accounting Firm on Financial Statement Schedules (Report) were filed on February 27, 2007 with the Form 10-K to which this Form 10-K/A amends. The Report is not included in this Form 10-K/A. No changes have been made to the Financial Statement Schedules included in this Form 10-K/A.
 
The Exhibits designated by an asterisk were filed on February 27, 2007 with the Form 10-K to which this Form 10-K/A relates.  The Exhibits not so designated have been previously filed with the SEC and are incorporated herein by reference.  The Exhibits designated by two asterisks are management contracts and compensatory plans and arrangements required to be filed as Exhibits to this Report.  The Exhibits designated by three asterisks are filed herewith.
 
3
 
CLECO CORPORATION
2006 FORM 10-K/A
 
EXHIBITS        
   
SEC FILE OR
REGISTRATION
NUMBER
REGISTRATION
STATEMENT
OR REPORT
EXHIBIT
NUMBER
2(a)
Plan of Reorganization and Share Exchange Agreement
333-71643-01
S-4(6/30/99)
C
3(a)(1)
Articles of Incorporation of the Company, effective July 1, 1999
333-71643-01
S-4(6/30/99)
A
3(a)(2)
 
Articles of Amendment to the Amended and Restated Articles of Incorporation of Cleco setting forth the terms of the $25 Preferred Stock
 
1-15759
 
8-K(7/28/00)
 
1
3(a)(3)
 
Articles of Amendment to the Amended and Restated Articles of Incorporation to increase amount authorized common stock and to effect a two-for-one split of the Company’s common stock
 
1-15759
2001 Proxy
Statement (3/01)
 
B-1
3(b)
Bylaws of Cleco Corporation (revised effective April 21, 2006)
1-15759
10-Q(8/3/06)
3(a)
4(a)(1)
Indenture of Mortgage dated as of July 1, 1950, between Cleco and First National Bank of New Orleans, as Trustee
1-5663
10-K(1997)
4(a)(1)
4(a)(2)
First Supplemental Indenture dated as of October 1, 1951, to Exhibit 4(a)(1)
1-5663
10-K(1997)
4(a)(2)
4(a)(3)
Second Supplemental Indenture dated as of June 1, 1952, to Exhibit 4(a)(1)
1-5663
10-K(1997)
4(a)(3)
4(a)(4)
Third Supplemental Indenture dated as of January 1, 1954, to Exhibit 4(a)(1)
1-5663
10-K(1997)
4(a)(4)
4(a)(5)
Fourth Supplemental Indenture dated as of November 1, 1954, to Exhibit 4(a)(1)
1-5663
10-K(1997)
4(a)(5)
4(a)(6)
Tenth Supplemental Indenture dated as of September 1, 1965, to Exhibit 4(a)(1)
1-5663
10-K(1986)
4(a)(11)
4(a)(7)
Eleventh Supplemental Indenture dated as of April 1, 1969, to Exhibit 4(a)(1)
1-5663
10-K(1998)
4(a)(8)
4(a)(8)
Eighteenth Supplemental Indenture dated as of December 1, 1982, to Exhibit 4(a)(1)
1-5663
10-K(1993)
4(a)(8)
4(a)(9)
Nineteenth Supplemental Indenture dated as of January 1, 1983, to Exhibit 4(a)(1)
1-5663
10-K(1993)
4(a)(9)
4(a)(10)
Indenture between Cleco and Bankers Trust Company, as Trustee, dated as of October 1, 1988
33-24896
S-3(10/11/88)
4(b)
4(a)(11)
Twenty-Sixth Supplemental Indenture dated as of March 15, 1990, to Exhibit 4(a)(1)
1-5663
8-K(3/90)
4(a)(27)
4(a)(12)
 
Trust Indenture dated as of December 10, 1999 Between Cleco Evangeline LLC and Bank One Trust Company, N.A. as Trustee Relating to $218,600,000, 8.82% Senior Secured Bonds due 2019
 
1-15759
 
10-K(1999)
 
4(m)
4(a)(13)
Senior Indenture, dated as of May 1, 2000, between Cleco and Bank One, N.A., as trustee
333-33098
S-3/A(5/8/00)
4(a)
4(a)(14)
 
Supplemental Indenture No. 1, dated as of May 25, 2000, to Senior Indenture providing for the issuance of Cleco’s 8 ¾% Senior Notes due 2005
 
1-15759
 
8-K(5/24/00)
 
4.1
4(a)(15)
Form of Supplemental Indenture No. 2 providing for the issuance of $100,000,000 principal amount of 7.000% Notes due May 1, 2008
1-15759
10-Q(3/31/03)
4(a)
4(b)
 
Agreement Appointing Successor Trustee dated as of April 1, 1996, by and among Central Louisiana Electric Company, Inc., Bankers Trust Company, and The Bank of New York
 
333-02895
 
S-3(4/26/96)
 
4(a)(2)
4(c)
Agreement Under Regulation S-K Item 601(b)(4)(iii)(A)
333-71643-01
10-Q(9/99)
4(c)
4(d)
Form of 8 ¾% Senior Notes due 2005 (included in Exhibit 4(a)(14) above)
1-15759
8-K(5/24/00)
4.1
4(e)(1)
Rights agreement between Cleco and EquiServe Trust Company, as Right Agent
1-15759
8-K(7/28/00)
1
4(e)(2)
First Amendment to Rights Agreement between Cleco Corporation and Computershare Trust Company, N.A., as Rights Agent
1-15759
8-K(3/2/06)
4.1
4(f)
Perryville Energy Partners, LLC Construction and Term Loan Agreement dated as of June 7, 2001
1-15759
10-K(2002)
4.I
4(g)
Form of $100,000,000 7.000% Notes due May 1, 2008
1-15759
10-Q(3/31/03)
4(b)
**10(a)(1)
 
1990 Long-Term Incentive Compensation Plan
 
 
1-5663
1990 Proxy
Statement(4/90)
 
A
**10(a)(2)
 
2000 Long-Term Incentive Compensation Plan
 
 
333-71643-01
2000 Proxy
Statement(3/00)
 
A
**10(a)(3)
2000 Long-Term Incentive Compensation Plan, Amendment Number 1, Effective as of December 12, 2003
1-15759
10-Q(5/3/05)
10(a)
**10(a)(4)
2000 Long-Term Incentive Compensation Plan, Amendment Number 2, Effective as of July 23, 2004
1-15759
10-Q(9/30/04)
10(a)
**10(a)(5)
2000 Long-Term Incentive Compensation Plan, Amendment Number 3, Dated as of January 28, 2005
1-15759
10-Q(5/3/05)
10(b)
**10(a)(6)
2000 Long-Term Incentive Compensation Plan, Administrative Procedure No. 1
1-15759
10-K(2005)
10(a)(6)
**10(b)
Annual Incentive Compensation Plan amended and restated as of January 23, 2003
1-15759
10-K(2003)
10(b)
**10(c)
Participation Agreement, Annual Incentive Compensation Plan
1-5663
10-K(1995)
10(c)
**10(d)(1)
Table of 2006 Base Salaries and Bonuses for Cleco Corporation Named Executive Officers
1-15759
8-K(2/2/06)
10.1
**10(d)(2)
Table of [Cycle 13 (2003-2005)] LTIP Payouts for the Named Executive Officers of the Company
1-15759
8-K(2/2/06)
10.2
**10(d)(3)
Table of Additional Awards for the Named Executive Officers of the Company
1-15759
8-K(2/2/06)
10.3
**10(d)(4)
Amended 2006 compensation information to include the grant of stock options to CEO
1-15759
8-K(2/17/06)
  
**10(e)(1)
Summary of Director Compensation and Benefits
1-15759
8-K(1/28/05)
10.2
**10(e)(2)
Summary of Director Compensation, Benefits and Policies
1-15759
8-K(7/28/05)
10.1
**10(f)(1)
Supplemental Executive Retirement Plan
1-5663
10-K(1992)
10(o)(1)
**10(f)(2)
First Amendment to Supplemental Executive Retirement Plan effective July 1, 1999
1-15759
10-K(2003)
10(e)(1)(a)
**10(f)(3)
Second Amendment to Supplemental Executive Retirement Plan dated July 28, 2000
1-15759
10-K(2003)
10(e)(1)(b)
**10(f)(4)
Supplemental Executive Retirement Trust dated December 13, 2000
1-15759
10-K(2003)
10(e)(1)(c)
**10(f)(5)
 
Form of Supplemental Executive Retirement Plan Participation Agreement between the Company and the following officers: David M. Eppler and Catherine C. Powell
 
1-5663
 
10-K(1992)
 
10(o)(2)
**10(f)(6)
Supplemental Executive Retirement Plan Participation Agreement between Cleco and Dilek Samil
1-15759
10-K(2002)
10(z)(1)
**10(f)(7)
Supplemental Executive Retirement Plan Participation Agreement between Cleco and Samuel H. Charlton, III
1-15759
10-K(2002)
10(z)(2)
**10(f)(8)
Supplemental Executive Retirement Plan Participation Agreement between Cleco and Michael H. Madison
1-15759
10-K(2004)
10(v)(3)
**10(f)(9)
Supplemental Executive Retirement Plan Participation Agreement between Cleco and R. O’Neal Chadwick, Jr.
1-15759
10-K(2004)
10(v)(4)
**10(f)(10)
Supplemental Executive Retirement Plan Participation Agreement between Cleco and David M. Eppler
1-15759
10-K(2004)
10(v)(5)
**10(g)(1)
Executive Employment Agreement between Cleco and Dilek Samil, dated January 1, 2002
1-15759
10-K(2002)
10(AA)(1)
**10(g)(2)
Amendment to Executive Employment Agreement between Cleco Corporation and Dilek Samil dated September 26, 2003
1-15759
10-K(2003)
10(AA)(1)(a)
 
4
 
CLECO CORPORATION
2006 FORM 10-K/A
 
         
   
SEC FILE OR
REGISTRATION
NUMBER
REGISTRATION
STATEMENT
OR REPORT
EXHIBIT
NUMBER
**10(g)(3)
Amended and Restated Executive Employment Agreement between Cleco Corporation and David Eppler dated January 1, 2002
1-15759
10-K(2003)
10(AA)(2)
**10(g)(4)
Executive Employment Agreement between Cleco Corporation and Samuel H. Charlton, III dated August 28, 2002
1-15759
10-K(2003)
10(AA)(3)
**10(g)(5)
Executive Employment Agreement between Cleco Corporation and Neal Chadwick dated October 25, 2002
1-15759
10-K(2003)
10(AA)(4)
**10(g)(6)
Executive Employment Agreement between Cleco Corporation and Michael H. Madison dated October 1, 2003
1-15759
10-K(2004)
10(AA)(4)(a)
**10(g)(7)
Executive Employment Agreement between Cleco Corporation and Samuel H. Charlton, III dated June 29, 2006
1-15759
8-K(7/6/06)
10.1
**10(g)(8)
 
Separation Agreement and General Release between Cleco Corporation and R. O’Neal Chadwick, Jr. dated
August 14, 2006
 
1-15759
 
8-K(8/29/06)
 
10.1
**10(h)
Form of Executive Severance Agreement between Cleco and the following officers: David M. Eppler and Catherine C. Powell
1-5663
10-K(1995)
10(f)
10(i)
 
Term Loan Agreement dated as of April 2, 1991, among the 401(k) Savings and Investment Plan ESOP Trust, Cleco, as Guarantor, the Banks listed therein and The Bank of New York, as Agent
 
1-5663
 
10-Q(3/91)
 
4(b)
10(j)
 
 
Reimbursement Agreement (The Industrial Development Board of the Parish of Rapides, Inc. (Louisiana) Adjustable Tender Pollution Control Revenue Refunding Bonds, Series 1991) dated as of October 15, 1997, among the Company, various financial institutions, and Westdeutsche Landesbank Gironzentrale, New York Branch, as Agent
 
 
1-5663
 
 
10-K(1997)
 
 
10(i)
10(k)(1)
 
Assignment and Assumption Agreement, effective as of May 6, 1991, between The Bank of New York and the Canadian Imperial Bank of Commerce, relating to Exhibit 10(h)(1)
 
1-5663
 
10-Q(3/91)
 
4(c)
10(k)(2)
 
Assignment and Assumption Agreement dated as of July 3, 1991, between The Bank of New York and Rapides Bank and Trust Company in Alexandria, relating to Exhibit 10(h)(1)
 
1-5663
 
10-K(1991)
 
10(y)(3)
10(k)(3)
 
 
Assignment and Assumption Agreement dated as of July 6, 1992, among The Bank of New York, CIBC, Inc. and Rapides Bank and Trust Company in Alexandria, as Assignors, the 401(k) Savings and Investment Plan ESOP Trust, as Borrower, and Cleco, as Guarantor, relating to Exhibit 10(h)(1)
 
 
1-5663
 
 
10-K(1992)
 
 
10(bb)(4)
10(l)(1)
401(k) Savings and Investment Plan ESOP Trust Agreement dated as of August 1, 1997, between UMB Bank, N.A. and Cleco
1-5663
10-K(1997)
10(m)
10(l)(2)
 
First Amendment to 401(k) Savings and Investment Plan ESOP Trust Agreement dated as of October 1, 1997, between UMB Bank, N.A. and Cleco
 
1-5663
 
10-K(1997)
 
10(m)(1)
10(m)(1)
 
Form of Notice and Acceptance of Grant of Nonqualified Stock Options, with fixed option price under Cleco’s 1990 Long-term Incentive Compensation Plan
 
333-71643-01
 
10-Q(9/99)
 
10(a)
10(m)(2)
Form of Notice and Acceptance of Grant of Nonqualified Stock Options, with variable option prices
333-71643-01
10-Q(9/99)
10(b)
10(m)(3)
 
Form of Notice and Acceptance of Directors’ Grant of Nonqualified Stock Options under Cleco’s 2000 Long-Term Incentive Compensation Plan
 
1-15759
 
10-Q(6/00)
 
10(a)
10(m)(4)
 
Form of Notice and Acceptance of Grant of Nonqualified Stock Options, with fixed option price under Cleco’s 2000 Long-Term Incentive Compensation Plan
 
1-15759
 
10-Q(6/00)
 
10(c)
10(m)(5)
 
Form of Notice and Acceptance of Grant of Nonqualified Stock Options, with variable option price under Cleco’s 2000 Long-Term Incentive Compensation Plan
 
1-15759
 
10-Q(6/00)
 
10(d)
**10(m)(6)
Formal Notice and Acceptance of Director’s Grant of Nonqualified Stock Option
1-5663
10-Q(9/01)
10
10(n)(1)
Form of Notice and Acceptance of Grant of Restricted Stock under Cleco’s 2000 Long-Term Incentive Compensation Plan
1-15759
10-Q(6/00)
10(b)
10(n)(2)
Notice and Acceptance of Grant of Restricted Stock and Allocation of Opportunity Shares
1-15759
10-Q(11/2/05)
10(c)
  *10(n)(3)
 
Notice and Acceptance of Grant of Restricted Stock, Common Stock Equivalent Units and Allocation of Opportunity Shares and Opportunity Common Stock Equivalents
      
10(o)(1)
Cleco Corporation Employee Stock Purchase Plan
333-44364
S-8(8/23/00)
4.3
10(o)(2)
Employee Stock Purchase Plan, Amendment No. 1, dated January 22, 2004
1-15759
10-K(2003)
10(s)(1)
10(o)(3)
Employee Stock Purchase Plan, Amendment No. 2, effective as of January 1, 2006
1-15759
10-Q(8/2/05)
10(a)
**10(p)(1)
Cleco Corporation Deferred Compensation Plan
333-59696
S-8(4/27/01)
4.3
10(p)(2)
Deferred Compensation Trust dated January 2001
1-15759
10-K(2003)
10(u)
10(q)
First Amended and Restated Credit Agreement dated as of June 2, 2006 among Cleco Corporation, The Bank of New York, as Administrative Agent, and the lenders and other parties thereto
1-15759
10-Q(8/3/06)
10.1
10(r)(1)
Acadia Power Partners - Second amended and restated limited liability company agreement dated May 9, 2003
1-15759
10-Q(6/30/03)
10(c)
10(r)(2)
Acadia Power Partners, LLC - First Amendment to Second Amended and Restated Limited Liability Company Agreement dated August 9, 2005
1-15759
10-Q(11/2/05)
10(a)
10(s)(1)
Purchase and Sale Agreement by and between Perryville Energy Partners, L.L.C. and Entergy Louisiana, Inc. dated January 28, 2004
1-15759
10-K(2003)
10(AC)
10(s)(2)
Purchase and Sale Agreement by and between Perryville Energy Partners, L.L.C. and Entergy Louisiana, Inc. dated October 21, 2004
1-15759
10-K(2004)
10(AD)
10(t)
 
Settlement Agreement dated May 26, 2005 by and among Mirant Corporation, Mirant Americas Energy Marketing, LP, Mirant Americas, Inc., Perryville Energy Partners, L.L.C. and Perryville Energy Holdings LLC
1-15759
8-K(6/1/05)
99.1
  *12(a)
 
Computation of Ratios of Earnings (loss) to Fixed Charges and of Earnings (loss) to Combined Fixed Charges and Preferred Stock Dividends
      
  *21
Subsidiaries of the Registrant
      
 *23(a)
Consent of Independent Registered Public Accounting Firm
      
***23(b)
Consent of Independent Registered Public Accounting Firm
      
***23(c)
Consent of Independent Registered Public Accounting Firm
      
***23(d)
Consent of Independent Registered Public Accounting Firm
      
  *24(a)
Power of Attorney from each Director of Cleco whose signature is affixed to this Form 10-K for the year ended December 31, 2006
      
 
5
 
CLECO CORPORATION
2006 FORM 10-K/A
 
         
   
SEC FILE OR
REGISTRATION
NUMBER
 REGISTRATION
STATEMENT
OR REPORT
EXHIBIT
NUMBER
    *31(a)
CEO and CFO Certification in accordance with section 302 of the Sarbanes-Oxley Act of 2002
      
***31(a)(1)
CEO and CFO Certification in accordance with section 302 of the Sarbanes-Oxley Act of 2002
      
    *32(a)
 
CEO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002
CFO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002
      
***32(a)(1)
 
CEO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002
CFO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002
      
  99(a)
 
Perryville Energy Partners, L.L.C. and Perryville Energy Holdings LLC - Debtors’ First Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code effective October 11, 2005
1-15759
10-Q(11/2/05)
99(a)
***99(b)
Cleco Evangeline LLC Financial Statements for the years ended December 31, 2006, 2005, and 2004
      
***99(c)
Perryville Energy Partners, L.L.C. Financial Statements for the years ended December 31, 2006, 2005, and 2004
      
***99(d)
Acadia Power Partners, LLC and Subsidiary Consolidated Financial Statements for the years ended December 31, 2006, 2005, and 2004
      


6
 
CLECO CORPORATION
2006 FORM 10-K/A
 
CLECO CORPORATION (Parent Company Only)
SCHEDULE I
 

Condensed Statements of Income      
   
FOR THE YEAR ENDED DECEMBER 31,
  
(THOUSANDS)
  
2006
  
2005
  
2004
  
Operating expenses
              
Administrative and general
  
$
1,025
  
$
1,171
  
$
2,124
  
Other operating expense
    
795
    
715
    
1,247
  
Total operating expenses
  
$
1,820
  
$
1,886
  
$
3,371
  
Operating loss
    
(1,820
)
  
(1,886
)
  
(3,371
)
Equity income of subsidiaries, net of tax
    
62,992
    
181,186
    
71,052
  
Interest income
    
21,794
    
16,090
    
12,850
  
Other income
    
5,557
    
1,034
    
1,051
  
Other expense
    
(1,381
)
  
(369
)
  
-
  
Interest charges
    
(7,942
)
  
(12,726
)
  
(18,172
)
Income before income taxes
    
79,200
    
183,329
    
63,410
  
Income tax (expense) benefit
    
(4,609
)
  
(685
)
  
2,779
  
Net income
   
74,591
    
182,644
    
66,189
  
Preferred dividends requirements, net
    
1,735
    
1,865
    
2,216
  
Income applicable to common stock
  
$
72,856
  
$
180,779
  
$
63,973
  
The accompanying notes are an integral part of the condensed financial statements.
                    

 
7
 
CLECO CORPORATION
2006 FORM 10-K/A
 
 
CLECO CORPORATION (Parent Company Only)
SCHEDULE I
 
Condensed Balance Sheets
      
   
AT DECEMBER 31,
  
(THOUSANDS)
  
2006
  
2005
  
Assets
          
Current assets
          
Cash and cash equivalents
  
$
90,593
  
$
35,737
  
Accounts receivable - affiliate
    
253,467
    
209,605
  
Other accounts receivable
    
101
    
1,321
  
Cash surrender value of life insurance policies
    
21,011
    
17,808
  
Total currents assets
    
365,172
    
264,471
  
Investment in subsidiaries
    
670,390
    
578,064
  
Deferred charges
    
7,798
    
5,917
  
Total assets
  
$
1,043,360
  
$
848,452
  
Liabilities and shareholders’ equity
              
Liabilities
              
Current liabilities
              
Accounts payable - affiliate
  
$
10,202
  
$
17,047
  
Other current liabilities
    
36,799
    
25,098
  
Total current liabilities
    
47,001
    
42,145
  
Long-term debt, net
    
100,000
    
100,000
  
Deferred credits
    
138
    
44
  
Total liabilities
    
147,139
    
142,189
  
Commitments and Contingencies (Note 5)
              
Shareholders’ equity
              
Preferred stock
              
Not subject to mandatory redemption, $100 par value, authorized 1,491,900 shares, issued 200,922 and 218,170 shares
               at  December 31, 2006, and 2005, respectively
    
20,092
    
21,817
  
Deferred compensation related to preferred stock held by ESOP
    
-
    
(1,783
)
Total preferred stock not subject to mandatory redemption
    
20,092
    
20,034
  
Common shareholders’ equity
              
Common stock, $1 par value, authorized 100,000,000 shares, issued 57,605,695 and 50,030,035 shares and outstanding
       57,524,498 and 50,030,035 shares at December 31, 2006, and 2005, respectively
    
57,524
    
50,030
  
Premium on common stock
    
358,707
    
202,416
  
Retained earnings
    
469,824
    
443,912
  
Unearned compensation
    
-
    
(5,285
)
Treasury stock, at cost 31,957 and 36,644 shares at December 31, 2006, and 2005, respectively
    
(616
)
  
(714
)
Accumulated other comprehensive loss
    
(9,310
)
  
(4,130
)
Total common shareholders’ equity
    
876,129
    
686,229
  
Total shareholders’ equity
    
896,221
    
706,263
  
Total liabilities and shareholders’ equity
  
$
1,043,360
  
$
848,452
  
The accompanying notes are an integral part of the condensed financial statements.
              
 
8
 
CLECO CORPORATION
2006 FORM 10-K/A
 
 
CLECO CORPORATION (Parent Company Only) 
SCHEDULE I
 
Condensed Statements of Cash Flows
      
   
FOR THE YEAR ENDED DECEMBER 31,
  
(THOUSANDS)
  
2006
  
2005
  
2004
  
Operating activities
              
Net cash (used in) provided by operating activities
  
$
(15,054
)
$
184,384
  
$
72,592
  
Investing activities
                    
Notes receivable from subsidiaries
    
(8,044
)
  
(5,188
)
  
43,049
  
Investment in subsidiaries
    
(50,000
)
  
(75,000
)
  
(17,915
)
Return of equity investment in investee
    
15,500
    
9,631
    
16,698
  
Investment in cost method investments
    
-
    
(1,385
)
  
(5,485
)
Other investing
    
(2,897
)
  
(3,066
)
  
(6,294
)
Net cash (used in) provided by investing activities
    
(45,441
)
  
(75,008
)
  
30,053
  
Financing activities
                    
Sale of common stock
    
157,474
    
-
    
35,705
  
Change in short-term debt, net
    
-
    
-
    
(50,000
)
Retirement of long-term obligations
    
-
    
(100,000
)
  
-
  
Dividends paid on preferred stock
    
(2,184
)
  
(1,915
)
  
(2,350
)
Dividends paid on common stock
    
(46,871
)
  
(44,870
)
  
(42,767
)
Other financing
    
6,932
    
3,557
    
2,136
  
Net cash provided by (used in) financing activities
    
115,351
    
(143,228
)
  
(57,276
)
Net increase (decrease) in cash and cash equivalents
    
54,856
    
(33,852
)
  
45,369
  
Cash and cash equivalents at beginning of period
    
35,737
    
69,589
    
24,220
  
Cash and cash equivalents at end of period
  
$
90,593
  
$
35,737
  
$
69,589
  
Supplementary noncash financing activity
                    
Issuance of treasury stock - LTICP and ESOP plans
  
$
99
  
$
173
  
$
1,492
  
Issuance of common stock - LTICP/ESOP/ESPP
  
$
4,400
  
$
2,820
  
$
4,784
  
The accompanying notes are an integral part of the condensed financial statements.
                    
 
9
 
CLECO CORPORATION
2006 FORM 10-K/A
 

Cleco Corporation (Parent Company Only) Notes to the Condensed Financial Statements
 

Note 1 — Summary of Significant Accounting Policies
The condensed financial statements represent the financial information required by SEC Regulation S-X 5-04 for Cleco Corporation, which requires the inclusion of parent company only financial statements if the restricted net assets of consolidated subsidiaries exceed 25% of total consolidated net assets as of the last day of its most recent fiscal year. As of December 31, 2006, Cleco Corporation’s restricted net assets of consolidated subsidiaries were $302.1 million and exceeded 25% of its total consolidated net assets.
Cleco Corporation’s major, first-tier subsidiaries consist of Cleco Power and Midstream.
Cleco Power contains the LPSC-jurisdictional generation, transmission, and distribution electric utility operations serving Cleco’s traditional retail and wholesale customers. Midstream owns and operates merchant generation stations, invests in joint ventures that own and operate merchant generation stations, and owns and operates transmission interconnection facilities.
On November 27, 2006, Cleco Corporation and certain subsidiaries (Attala, Midstream, PEH and Perryville) filed an application with the FERC requesting approval for the internal reorganization of Midstream’s FERC-jurisdictional facilities. The reorganization plan calls for Midstream to transfer to Cleco all of its membership interests in Attala, and PEH will transfer to Cleco all of its membership interest in Perryville. The FERC-jurisdictional facilities affected by the transaction consist of interconnection facilities and interconnection agreements. On January 22, 2007, the FERC approved the transfer of the ownership interests of Attala and Perryville to Cleco Corporation whereby Attala and Perryville would become first-tier subsidiaries of Cleco Corporation. The transfer was effective February 1, 2007.
The accompanying financial statements have been prepared to present the financial position, results of operations, and cash flows of Cleco Corporation on a stand-alone basis as a holding company. Investments in subsidiaries and other investees are stated at cost plus equity in undistributed earnings from the date of acquisition. These financial statements should be read in conjunction with Cleco’s consolidated financial statements.
 
Note 2 — Debt

Cleco Corporation had no short-term debt outstanding at December 31, 2006, or December 31, 2005. At December 31, 2006, and December 31, 2005, Cleco Corporation had $100.0 million of long-term debt outstanding consisting of its 7.00% Senior Notes due May 1, 2008.
On June 2, 2006, Cleco Corporation amended its existing $150.0 million five-year credit facility originally entered into on April 25, 2005. The amendment extends the maturity date of this facility to June 2, 2011, while the facility amount remains at $150.0 million. This facility provides for working capital and other needs. Cleco Corporation’s borrowing costs under this facility are equal to LIBOR plus 0.650%. Cleco Corporation’s borrowing costs under the previous facility were equal to LIBOR plus 0.875%. At December 31, 2006, off-balance sheet commitments reduced available borrowings by an additional $17.6 million, leaving available capacity of $132.4 million. An uncommitted line of credit with a bank in an amount up to $10.0 million also is available to support Cleco’s working capital needs. This line of credit is available to either Cleco Corporation or Cleco Power.
Total indebtedness was as follows:
       
   
FOR THE YEAR ENDED DECEMBER 31,
  
(THOUSANDS)
  
2006
  
2005
  
Senior notes, 7.00% due 2008
  
$
100,000
  
$
100,000
  
Gross amount of long-term debt
    
100,000
    
100,000
  
Less amount due in one year
    
-
    
-
  
Total long-term debt, net
  
$
100,000
  
$
100,000
  
 
The amounts payable under long-term debt agreements for each year through 2011 and thereafter are listed below:
                           
(THOUSANDS)
  
2007
  
2008
  
2009
  
2010
  
2011
  
THEREAFTER
  
Amounts payable under long-term debt agreements
  
$
-
  
$
100,000
  
$
-
  
$
-
  
$
-
  
$
-
  
 
 
Note 3 — Dividends and Equity Contributions
Cleco Corporation received $52.9 million and $44.7 million in cash dividends from Cleco Power during the years 2005 and 2004, respectively. No dividends were received from Cleco Power for the year ended December 31, 2006. Some provisions in Cleco Power’s debt instruments restrict the amount of equity available for distribution to Cleco Corporation by Cleco Power under specified circumstances. The most restrictive covenant requires Cleco Power’s total indebtedness to be less than or equal to 65% of total capitalization. At December 31, 2006, approximately $344.3 million of member’s equity were unrestricted. During the years 2006 and 2005, Cleco Corporation made equity contributions to Cleco Power of $50.0 million and $75.0 million, respectively. There were no equity contributions from Cleco Corporation to Cleco Power for the year ended December 31, 2004.
Cleco Corporation received $15.5 million, $106.0 million, and $27.7 million in cash dividends from Midstream during the years ended 2006, 2005, and 2004, respectively. For the year ended December 31, 2006, Cleco Corporation made no equity contributions to Midstream. However, Cleco Corporation made equity contributions to Midstream of $1.4 million and $5.5 million for the years 2005 and 2004, respectively.
 
10
 
CLECO CORPORATION
2006 FORM 10-K/A
 
 
Note 4 — Income Taxes
In addition to the income tax expense (benefit) of $4.6 million, $0.7 million, and $(2.8) million reflected in Cleco Corporation (Parent Company Only) Condensed Statements of Income, income tax expense of $37.4 million, $115.3 million, and $38.6 million is reflected in equity income of subsidiaries, net of tax for the years ending 2006, 2005, and 2004, respectively.
 
Note 5 — Commitments and Contingencies
For information regarding commitments and contingencies related to Cleco Corporation, see Part II, Item 8, “Financial Statements and Supplementary Data — Notes to the Financial Statements — Note 15 — Litigation and Other Commitments and Contingencies — Off-Balance Sheet Commitments” and Note 17 — “Disclosures About Guarantees.”

11
 
CLECO CORPORATION
2006 FORM 10-K/A

 
CLECO CORPORATION
SCHEDULE II
 
VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 2006, 2005 and 2004
                  
   
BALANCE AT
 
ADDITIONS
 
UNCOLLECTIBLE
 
BALANCE AT
 
 
 
BEGINNING
 
CHARGED TO COSTS
 
ACCOUNT WRITE-OFFS
 
END OF
 
Allowance For Uncollectible Accounts (THOUSANDS)
 
OF PERIOD
 
AND EXPENSES
 
LESS RECOVERIES
 
PERIOD
 (1)
Year Ended December 31, 2006
  
$
1,262
  
$
2,874
  
$
3,347
  
$
789
  
Year Ended December 31, 2005
  
$
506
  
$
3,202
  
$
2,446
  
$
1,262
  
Year Ended December 31, 2004
  
$
1,407
(2)
$
1,610
  
$
2,511
  
$
506
  
(1) Deducted in the balance sheet
                          
(2) Adjustment due to deconsolidation of Perryville of $15,747
                          
 
12
 
CLECO CORPORATION
2006 FORM 10-K/A
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.

   
CLECO CORPORATION
  
   
(Registrant)
  
       
 
By:
/s/ Michael H. Madison
  
   
(Michael H. Madison)
  
   
(President, Chief Executive Officer and Director)
  
 
Date: April 2, 2007
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE
TITLE
DATE
     
/s/ Michael H. Madison
President, Chief Executive Officer and Director
April 2, 2007
(Michael H. Madison)
 
(Principal Executive Officer)
 
  
/s/ Kathleen F. Nolen
Senior Vice President and Chief Financial Officer
April 2, 2007
(Kathleen F. Nolen)
 
(Principal Financial Officer)
 
  
/s/ R. Russell Davis
Vice President and Chief Accounting Officer
April 2, 2007
(R. Russell Davis)
(Principal Accounting Officer)
  

 
DIRECTORS*
  
 
SHERIAN G. CADORIA
  
 
RICHARD B. CROWELL
  
 
J. PATRICK GARRETT
  
 
F. BEN JAMES, JR.
  
 
ELTON R. KING
  
 
WILLIAM L. MARKS
  
 
RAY B. NESBITT
  
 
ROBERT T. RATCLIFF, SR.
  
 
WILLIAM H. WALKER, JR.
  
 
W. LARRY WESTBROOK
  

*By:
/s/ Michael H. Madison
  
April 2, 2007
 
(Michael H. Madison, as Attorney-in-Fact)
    
 
 
13