Quarterly Report (10-q)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2019

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

Commission file number 1-15759

CLECO CORPORATE HOLDINGS LLC

(Exact name of registrant as specified in its charter)



Louisiana (State or other jurisdiction of incorporation or organization)	72-1445282 (I.R.S. Employer Identification No.)

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

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

Commission file number 1-05663

CLECO POWER LLC

(Exact name of registrant as specified in its charter)



Louisiana (State or other jurisdiction of incorporation or organization)	72-0244480 (I.R.S. Employer Identification No.)

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

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

Securities registered pursuant to Section 12(b) of the Act:
Cleco Corporate Holdings LLC: None	Cleco Power LLC: None

Indicate by check mark whether the Registrants: (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrants were required to file such reports) and (2) have been subject to such filing requirements for the past 90 days. Yes ¨ No x

Indicate by check mark whether the Registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrants were required to submit such files). Yes x No ¨

Indicate by check mark whether Cleco Corporate Holdings LLC is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ¨ Emerging growth company ¨ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether Cleco Power LLC is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ¨ Emerging growth company ¨ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the Registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No x

Cleco Corporate Holdings LLC has no common stock outstanding. All of the outstanding equity of Cleco Corporate Holdings LLC is held by Cleco Group LLC, a wholly owned subsidiary of Cleco Partners L.P.

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



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q

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

This Quarterly Report on Form 10-Q should be read in its entirety as it pertains to each respective Registrant. The Notes to the Unaudited Condensed Consolidated Financial Statements for the Registrants and certain other sections of this Quarterly Report on Form 10-Q are combined.



TABLE OF CONTENTS
		PAGE
GLOSSARY OF TERMS		3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		5

PART I	Financial Information
ITEM 1.	Cleco — Condensed Consolidated Financial Statements (Unaudited)	7
	Cleco Power — Condensed Consolidated Financial Statements (Unaudited)	17
	Notes to the Unaudited Condensed Consolidated Financial Statements	26
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	50
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	64
ITEM 4.	Controls and Procedures	65

PART II	Other Information
ITEM 1.	Legal Proceedings	66
ITEM 1A.	Risk Factors	66
ITEM 6.	Exhibits	75
	Signatures	76



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q

GLOSSARY OF TERMS

Abbreviations or acronyms used in this filing, including all items in Parts I and II, are defined below.



ABBREVIATION OR ACRONYM	DEFINITION
2016 Merger	Merger of Merger Sub with and into Cleco Corporation pursuant to the terms of the Merger Agreement which was completed on April 13, 2016
2016 Merger Commitments	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
401(k) Plan	Cleco Power 401(k) Savings and Investment Plan
ABR	Alternate Base Rate which is the greater of the prime rate, the federal funds effective rate plus 0.50%, or LIBOR plus 1.0%
Acadia	Acadia Power Partners, LLC, previously a wholly owned subsidiary of Midstream. Acadia Power Partners, LLC was dissolved effective August 29, 2014.
Acadia Unit 1	Cleco Power’s 580-MW, combined cycle power plant located at the Acadia Power Station in Eunice, Louisiana
Acadia Unit 2	Entergy Louisiana’s 580-MW, combined cycle power plant located at the Acadia Power Station in Eunice, Louisiana, which is operated by Cleco Power
ADIT	Accumulated Deferred Income Tax
AFUDC	Allowance for Funds Used During Construction
Amended Lignite Mining Agreement	Amended and restated lignite mining agreement effective December 29, 2009
AMI	Advanced Metering Infrastructure
AOCI	Accumulated Other Comprehensive Income (Loss)
ARO	Asset Retirement Obligation
BCI	British Columbia Investment Management Corporation
CCR	Coal combustion by-products or residual
CEO	Chief Executive Officer
CFO	Chief Financial Officer
CIP	Critical Infrastructure Protection
Cleco	Cleco Holdings and its subsidiaries
Cleco Cajun	Cleco Cajun LLC (formerly Cleco Energy LLC, a wholly owned subsidiary of Cleco Holdings) and its subsidiaries
Cleco Cajun Transaction	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.
Cleco Corporation	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
Cleco Group	Cleco Group LLC, a wholly owned subsidiary of Cleco Partners
Cleco Holdings	Cleco Corporate Holdings LLC, a wholly owned subsidiary of Cleco Group
Cleco Katrina/Rita	Cleco Katrina/Rita Hurricane Recovery Funding LLC, a wholly owned subsidiary of Cleco Power
Cleco Partners	Cleco Partners L.P., a Delaware limited partnership that is owned by a consortium of investors, including funds or investment vehicles managed by MIRA, BCI, John Hancock Financial, and other infrastructure investors
Cleco Power	Cleco Power LLC and its subsidiaries, a wholly owned subsidiary of Cleco Holdings
Consent Decree	The Consent Decree, entered March 5, 2013, in Civil Action No. 09-100-JJB-DLD, US 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, New Roads, Louisiana
Cottonwood Energy	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.
Cottonwood Plant	Cleco Cajun’s 1,263-MW, natural-gas-fired generating station located in Deweyville, Texas
Cottonwood Sale Leaseback	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 no later than May 2025.
Coughlin	Cleco Power’s 775-MW, combined-cycle power plant located in St. Landry, Louisiana
DHLC	Dolet Hills Lignite Company, LLC, a wholly owned subsidiary of SWEPCO
Diversified Lands	Diversified Lands LLC, a wholly owned subsidiary of Cleco Holdings
Dolet Hills	A facility consisting of Dolet Hills Power Station, the Dolet Hills mine, and the Oxbow mine
Dolet Hills Power Station	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.
EAC	Environmental Adjustment Clause
EBITDA	Earnings before interest, taxes, depreciation, and amortization
Entergy Gulf States	Entergy Gulf States Louisiana, LLC
Entergy Louisiana	Entergy Louisiana, LLC
EPA	U.S. Environmental Protection Agency
ERO	Electric Reliability Organization
Evangeline	Cleco Evangeline LLC, a wholly owned subsidiary of Midstream
FAC	Fuel Adjustment Clause
FASB	Financial Accounting Standards Board



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



ABBREVIATION OR ACRONYM	DEFINITION
FERC	Federal Energy Regulatory Commission
Fitch	Fitch Ratings, a credit rating agency
FTR	Financial Transmission Right
FRP	Formula Rate Plan
GAAP	Generally Accepted Accounting Principles in the U.S.
kWh	Kilowatt-hour(s)
LDEQ	Louisiana Department of Environmental Quality
LIBOR	London Interbank Offered Rate
LMP	Locational Marginal Price
Louisiana Generating	Louisiana Generating, LLC, a wholly owned subsidiary of South Central Generating
LPSC	Louisiana Public Service Commission
LTSA	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
Madison Unit 3	A 641-MW generating unit at Cleco Power’s plant site in Boyce, Louisiana
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
Merger Sub	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
Midstream	Cleco Midstream Resources LLC, a wholly owned subsidiary of Cleco Holdings
MIRA	Macquarie Infrastructure and Real Assets Inc.
MISO	Midcontinent Independent System Operator, Inc.
MMBtu	One million British thermal units
Moody’s	Moody’s Investors Service, a credit rating agency
MW	Megawatt(s)
MWh	Megawatt-hour(s)
NERC	North American Electric Reliability Corporation
NRG Energy	NRG Energy, Inc.
Other Benefits	Includes medical, dental, vision, and life insurance for Cleco’s retirees
Oxbow	Oxbow Lignite Company, LLC, 50% owned by Cleco Power and 50% owned by SWEPCO
Perryville	Perryville Energy Partners, L.L.C., a wholly owned subsidiary of Cleco Holdings
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
Registrant(s)	Cleco Holdings and/or Cleco Power
ROE	Return on Equity
ROU	Right of Use
RTO	Regional Transmission Organization
S&P	Standard & Poor’s Ratings Services, a credit rating agency
SEC	U.S. Securities and Exchange Commission
SERP	Supplemental Executive Retirement Plan
South Central Generating	South Central Generating LLC, formerly NRG South Central Generating LLC
SSR	System Support Resource
START	Strategic Alignment and Real-Time Transformation
Support Group	Cleco Support Group LLC, a wholly owned subsidiary of Cleco Holdings
SWEPCO	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	A 359-MW generating unit at Cleco Power’s plant site in Baldwin, Louisiana



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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


•	the effects of the Cleco Cajun Transaction and the 2016 Merger on Cleco’s business relationships, operating results, and business generally,

•

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,


•	Cleco Power’s ability to recover fuel costs through the FAC,


•	the ability to successfully integrate the assets acquired in the Cleco Cajun Transaction into Cleco’s operations,

•

factors affecting utility operations, such as unusual weather conditions or other natural phenomena; catastrophic weather-related damage caused by hurricanes and other storms or severe drought conditions; unscheduled generation outages; unanticipated maintenance or repairs; unanticipated changes to fuel costs 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,


•	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,


•	global and domestic economic conditions, including 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,


•	political uncertainty in the U.S., including the ongoing debates related to the U.S. federal government budget and debt ceiling, and volatility and disruption in global capital and credit markets,


•	the ability of the lignite reserves at Dolet Hills to provide sufficient fuel to the Dolet Hills Power Station for seasonal operations until at least 2036,


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


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


•	reliability of Cleco’s generating facilities,


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


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


•	the ability to recover costs of compliance with environmental laws and regulations, including those through Cleco Power’s EAC,


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


•	changing market conditions and a variety of other factors associated with physical energy, financial transactions, and energy service activities, including, but not limited to, price, basis, credit, liquidity, volatility, capacity, transmission, interest rates, and warranty risks,


•	changes in commodity prices and related factors, particularly related to natural gas,


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


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


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


•	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,



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q


•	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,


•	Cleco’s ability to remain in compliance with the commitments made to the LPSC in connection with the Cleco Cajun Transaction,


•	Cleco Holdings’ dependence on the earnings, dividends, or distributions from its subsidiaries to meet its debt obligations,


•	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,


•	the ability to successfully modify, implement, or transition Cleco’s legacy enterprise business applications into new systems,


•	credit ratings of Cleco Holdings and Cleco Power,


•	Cleco Holdings’ and Cleco Power’s ability to remain in compliance with their respective debt covenants,


•	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, and


•	workforce factors, including aging workforce, changes in management, and unavailability of skilled employees.

For more discussion of these factors and other factors that could cause actual results to differ materially from those contemplated in the Registrants’ forward-looking statements, see Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q.

All subsequent written and oral forward-looking statements attributable to the Registrants, or persons acting on their behalf, are expressly qualified in their entirety by the factors identified above.

Any forward-looking statement is considered only as of the date of this Quarterly Report on Form 10-Q and, except as required by law, the Registrants undertake no obligation to update any forward-looking statements, whether as a result of changes in actual results, changes in assumptions, or other factors affecting such statements.



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q

PART I — FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Cleco

These unaudited condensed consolidated financial statements should be read in conjunction with Cleco’s Consolidated Financial Statements and Notes included in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2018 . For more information on the basis of presentation, see “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 1 — Summary of Significant Accounting Policies — Basis of Presentation.”



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



CLECO

Condensed Consolidated Statements of Income (Unaudited)
	FOR THE THREE MONTHS ENDED JUNE 30,
(THOUSANDS)	2019			2018
Operating revenue
Electric operations	$	365,466		$	294,213
Other operations	42,367			18,685
Gross operating revenue	407,833			312,898
Electric customer credits	(9,960		)	(13,637		)
Operating revenue, net	397,873			299,261
Operating expenses
Fuel used for electric generation	109,145			77,562
Power purchased for utility customers	68,637			50,154
Other operations and maintenance	64,970			49,580
Depreciation and amortization	51,535			41,807
Taxes other than income taxes	15,600			11,326
Merger transaction and commitment costs	796			5,123
Gain on sale of asset	(6		)	—
Total operating expenses	310,677			235,552
Operating income	87,196			63,709
Interest income	1,275			1,427
Allowance for equity funds used during construction	5,518			3,224
Other expense, net	(1,122		)	(2,947		)
Interest charges
Interest charges, net	37,898			32,957
Allowance for borrowed funds used during construction	(2,058		)	(1,048		)
Total interest charges	35,840			31,909
Income before income taxes	57,027			33,504
Federal and state income tax expense	12,281			7,665
Net income	$	44,746		$	25,839
The accompanying notes are an integral part of the condensed consolidated financial statements.



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



CLECO

Condensed Consolidated Statements of Comprehensive Income (Unaudited)
	FOR THE THREE MONTHS ENDED JUNE 30,
(THOUSANDS)	2019			2018
Net income	44,746			$	25,839
Other comprehensive (loss) income, net of tax
Postretirement benefits (loss) gain (net of tax benefit of $52 in 2019 and tax expense of $87 in 2018)	(147		)	247
Total other comprehensive (loss) income, net of tax	(147		)	247
Comprehensive income, net of tax	$	44,599		$	26,086
The accompanying notes are an integral part of the condensed consolidated financial statements.



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



CLECO

Condensed Consolidated Statements of Income (Unaudited)
	FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2019			2018
Operating revenue
Electric operations	$	678,416		$	556,424
Other operations	81,764			40,881
Gross operating revenue	760,180			597,305
Electric customer credits	(18,120		)	(21,284		)
Operating revenue, net	742,060			576,021
Operating expenses
Fuel used for electric generation	213,199			144,578
Power purchased for utility customers	128,736			103,313
Other operations and maintenance	125,705			104,718
Depreciation and amortization	101,391			84,314
Taxes other than income taxes	29,470			23,584
Merger transaction and commitment costs	5,786			7,070
Gain on sale of asset	(8		)	—
Total operating expenses	604,279			467,577
Operating income	137,781			108,444
Interest income	2,767			2,211
Allowance for equity funds used during construction	11,206			5,587
Other income (expe nse), net	1,655			(5,947		)
Interest charges
Interest charges, net	74,014			64,988
Allowance for borrowed funds used during construction	(4,175		)	(1,921		)
Total interest charges	69,839			63,067
Income before income taxes	83,570			47,228
Federal and state income tax expense	18,267			10,528
Net income	$	65,303		$	36,700
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



CLECO

Condensed Consolidated Statements of Comprehensive Income (Unaudited)
	FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2019			2018
Net income	$	65,303		$	36,700
Other comprehensive (loss) income, net of tax
Postretirement benefits (loss) gain (net of tax benefit of $100 in 2019 and tax expense of $102 in 2018)	(282		)	290
Total other comprehensive (loss) income, net of tax	(282		)	290
Comprehensive income, net of tax	$	65,021		$	36,990
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



CLECO

Condensed Consolidated Balance Sheets (Unaudited)
(THOUSANDS)	AT JUNE 30, 2019			AT DEC. 31, 2018
Assets
Current assets
Cash and cash equivalents	$	116,077		$	110,175
Restricted cash and cash equivalents	10,692			11,241
Customer accounts receivable (less allowance for doubtful accounts of $1,144 in 2019 and $814 in 2018)	109,519			50,043
Other accounts receivable	33,087			27,196
Unbilled revenue	43,221			35,314
Fuel inventory, at average cost	102,555			82,836
Materials and supplies, at average cost	119,864			92,671
Energy risk management assets	17,080			23,355
Accumulated deferred fuel	38,619			20,112
Cash surrender value of company-/trust-owned life insurance policies	83,349			80,391
Prepayments	10,369			7,911
Regulatory assets	22,142			22,461
Other current assets	11,700			1,256
Total current assets	718,274			564,962
Property, plant, and equipment
Property, plant, and equipment	4,551,632			3,728,477
Accumulated depreciation	(369,549		)	(303,727		)
Net property, plant, and equipment	4,182,083			3,424,750
Construction work in progress	410,799			354,045
Total property, plant, and equipment, net	4,592,882			3,778,795
Equity investment in investee	18,172			18,172
Goodwill	1,490,797			1,490,797
Prepayments	20,285			2,251
Operating lease right of use assets	14,618			—
Restricted cash and cash equivalents	18,911			18,670
Note receivable	15,521			15,829
Regulatory assets	413,720			425,330
Intangible assets	161,639			84,307
Other deferred charges	40,192			37,701
Total assets	$	7,505,011		$	6,436,814
The accompanying notes are an integral part of the condensed consolidated financial statements.

(Continued on next page)



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



CLECO

Condensed Consolidated Balance Sheets (Unaudited)
(THOUSANDS)	AT JUNE 30, 2019		AT DEC. 31, 2018
Liabilities and member’s equity
Liabilities
Current liabilities
Long-term debt and finance leases due within one year	$	91,572	$	21,128
Accounts payable	175,447		156,589
Accounts payable - affiliate	3,174		—
Customer deposits	60,213		61,736
Provision for rate refund	54,611		35,842
Taxes payable, net	59,763		43,674
Interest accrued	16,333		15,828
Energy risk management liabilities	5,185		468
Regulatory liabilities - other	12,523		2,496
Deferred compensation	11,388		10,753
Other current liabilities	54,816		30,536
Total current liabilities	545,025		379,050
Long-term liabilities and deferred credits
Accumulated deferred federal and state income taxes, net	636,484		608,030
Postretirement benefit obligations	250,367		249,264
Regulatory liabilities - other	—		2,496
Regulatory liabilities - deferred taxes, net	149,461		155,537
Restricted storm reserve	15,909		15,485
Deferred lease revenue	54,464		—
Intangible liabilities	35,378		—
Asset retirement obligations	22,727		6,881
Operating lease liabilities	10,746		—
Other deferred credits	23,974		20,846
Total long-term liabilities and deferred credits	1,199,510		1,058,539
Long-term debt and finance leases, net	3,185,815		2,874,485
Total liabilities	4,930,350		4,312,074
Commitments and contingencies (Note 14)
Member’s equity	2,574,661		2,124,740
Total liabilities and member’s equity	$	7,505,011	$	6,436,814
The accompanying notes are an integral part of the condensed consolidated financial statements.



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



CLECO

Condensed Consolidated Statements of Cash Flows (Unaudited)
	FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2019				2018
Operating activities
Net income	$	65,303			$	36,700
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	115,408				92,756
Unearned compensation expense	2,356				2,005
Allowance for equity funds used during construction	(11,206		)		(5,587		)
Deferred lease revenue	(3,835		)		—
Deferred income taxes	15,313				5,691
Deferred fuel costs	(3,531		)		(26,339		)
Cash surrender value of company-/trust-owned life insurance	(2,958		)		(248		)
Changes in assets and liabilities
Accounts receivable	(23,241		)		(8,309		)
Unbilled revenue	(7,907		)		(10,083		)
Fuel inventory and materials and supplies	560				6,500
Prepayments	(9,210		)		329
Accounts payable	8,343				306
Accounts payable - affiliate	3,174				—
Customer deposits	3,367				6,746
Provision for merger commitments	(1,444		)		(1,847		)
Postretirement benefit obligations	722				1,998
Regulatory assets and liabilities, net	8,904				7,917
Other deferred accounts	(2,591		)		1,612
Taxes accrued	16,028				22,621
Interest accrued	505				1,321
Risk management assets and liabilities, net	8,032				—
Other operating	4,168				1,719
Net cash provided by operating activities	186,260				135,808
Investing activities
Additions to property, plant, and equipment	(151,463		)		(135,702		)
Allowance for equity funds used during construction	11,206				5,587
Reimbursement for property loss	93				1,223
Issuance of note receivable	—				(16,800		)
Return of investment in company-owned life insurance	1,891				—
Return of equity investment in tax credit fund	1,625				2,775
Payment to acquire business, net of cash acquired	(814,969		)		—
Other investing	623				672
Net cash used in investing activities	(950,994		)		(142,245		)
Financing activities
Draws on credit facilities	108,000				—
Payments on credit facilities	(108,000		)		—
Issuances of long-term debt	400,000				50,000
Repayment of long-term debt	(10,382		)		(9,700		)
Payment of financing costs	(3,919		)		—
Contributions from member	384,900				—
Distributions to member	—				(39,900		)
Other financing	(271		)		(828		)
Net cash provided by (used in) financing activities	770,328				(428		)
Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents	5,594				(6,865		)
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period	140,086			⁽¹⁾	152,202
Cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period	$	145,680		⁽²⁾	$	145,337
The accompanying notes are an integral part of the condensed consolidated financial statements.

(Continued on next page)



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



CLECO

Condensed Consolidated Statements of Cash Flows (Unaudited)
	FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2019		2018
Supplementary cash flow information
Interest paid, net of amount capitalized	$	67,639	$	60,528
Income taxes paid, net	$	—	$	272
Supplementary non-cash investing and financing activities
Accrued additions to property, plant, and equipment	$	39,527	$	40,011
Incurrence of finance lease obligation - barges	$	—	$	16,800
⁽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 $116,077, current restricted cash and cash equivalents of $10,692, and non-current restricted cash and cash equivalents of $18,911. The accompanying notes are an integral part of the condensed consolidated financial statements.



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



CLECO

Condensed Consolidated Statements of Changes in Member’s Equity (Unaudited)
(THOUSANDS)	MEMBERSHIP INTEREST		RETAINED EARNINGS			AOCI			TOTAL MEMBER’S EQUITY
Balances, Mar. 31, 2018	$	2,069,376	$	21,263		$	(2,878	)	$	2,087,761
Distributions to member	—		(20,400		)	—			(20,400		)
Net income	—		25,839			—			25,839
Other comprehensive income, net of tax	—		—			247			247
Balances, June 30, 2018	$	2,069,376	$	26,702		$	(2,631	)	$	2,093,447

Balances, Mar. 31, 2019	$	2,069,376	$	459,035		$	1,651		$	2,530,062
Net income	—		44,746			—			44,746
Other comprehensive loss, net of tax	—		—			(147		)	(147		)
Balances, June 30, 2019	$	2,069,376	$	503,781		$	1,504		$	2,574,661

Balances, Dec. 31, 2017	$	2,069,376	$	29,902		$	(2,921	)	$	2,096,357
Distributions to member	—		(39,900		)	—			(39,900		)
Net income	—		36,700			—			36,700
Other comprehensive income, net of tax	—		—			290			290
Balances, June 30, 2018	$	2,069,376	$	26,702		$	(2,631	)	$	2,093,447

Balances, Dec. 31, 2018	$	2,069,376	$	53,578		$	1,786		$	2,124,740
Contribution from member	—		384,900			—			384,900
Net income	—		65,303			—			65,303
Other comprehensive loss, net of tax	—		—			(282		)	(282		)
Balances, June 30, 2019	$	2,069,376	$	503,781		$	1,504		$	2,574,661
The accompanying notes are an integral part of the condensed consolidated financial statements.



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Cleco Power

These unaudited condensed consolidated financial statements should be read in conjunction with Cleco Power’s Consolidated Financial Statements and Notes included in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2018 . For more information on the basis of presentation, see “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 1 — Summary of Significant Accounting Policies — Basis of Presentation.”



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



CLECO POWER

Condensed Consolidated Statements of Income (Unaudited)
	FOR THE THREE MONTHS ENDED JUNE 30,
(THOUSANDS)	2019			2018
Operating revenue
Electric operations	$	265,924		$	296,633
Other operations	15,404			18,685
Affiliate revenue	337			220
Gross operating revenue	281,665			315,538
Electric customer credits	(8,693		)	(13,637		)
Operating revenue, net	272,972			301,901
Operating expenses
Fuel used for electric generation	86,235			77,562
Power purchased for utility customers	18,486			50,154
Other operations and maintenance	42,914			50,950
Depreciation and amortization	39,330			39,720
Taxes other than income taxes	10,561			10,913
Total operating expenses	197,526			229,299
Operating income	75,446			72,602
Interest income	867			1,313
Allowance for equity funds used during construction	5,518			3,224
Other expense, net	(1,127		)	(2,302		)
Interest charges
Interest charges, net	19,428			19,155
Allowance for borrowed funds used during construction	(2,058		)	(1,048		)
Total interest charges	17,370			18,107
Income before income taxes	63,334			56,730
Federal and state income tax expense	13,978			13,710
Net income	$	49,356		$	43,020
The accompanying notes are an integral part of the condensed consolidated financial statements.



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



CLECO POWER

Condensed Consolidated Statements of Comprehensive Income (Unaudited)
	FOR THE THREE MONTHS ENDED JUNE 30,
(THOUSANDS)	2019		2018
Net income	$	49,356	$	43,020
Other comprehensive income, net of tax
Postretirement benefits gain (net of tax expense of $45 in 2019 and $94 in 2018)	129		267
Amortization of interest rate derivatives to earnings (net of tax expense of $22 in 2019 and $22 in 2018)	64		64
Total other comprehensive income, net of tax	193		331
Comprehensive income, net of tax	$	49,549	$	43,351
The accompanying notes are an integral part of the condensed consolidated financial statements.



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



CLECO POWER

Condensed Consolidated Statements of Income (Unaudited)
	FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2019			2018
Operating revenue
Electric operations	$	523,100		$	561,264
Other operations	34,833			40,880
Affiliate revenue	637			428
Gross operating revenue	558,570			602,572
Electric customer credits	(16,853		)	(21,284		)
Operating revenue, net	541,717			581,288
Operating expenses
Fuel used for electric generation	180,366			144,578
Power purchased for utility customers	48,140			103,313
Other operations and maintenance	90,614			107,332
Depreciation and amortization	81,707			80,109
Taxes other than income taxes	20,538			22,831
Total operating expenses	421,365			458,163
Operating income	120,352			123,125
Interest income	1,860			1,953
Allowance for equity funds used during construction	11,206			5,587
Other expense, net	(859		)	(4,171		)
Interest charges
Interest charges, net	38,690			37,684
Allowance for borrowed funds used during construction	(4,175		)	(1,921		)
Total interest charges	34,515			35,763
Income before income taxes	98,044			90,731
Federal and state income tax expense	21,976			21,707
Net income	$	76,068		$	69,024
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



CLECO POWER

Condensed Consolidated Statements of Comprehensive Income (Unaudited)
	FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2019		2018
Net income	$	76,068	$	69,024
Other comprehensive income, net of tax
Postretirement benefits gain (net of tax expense of $101 in 2019 and $177 in 2018)	285		500
Amortization of interest rate derivatives to earnings (net of tax expense of $45 in 2019 and $45 in 2018)	128		128
Total other comprehensive income, net of tax	413		628
Comprehensive income, net of tax	$	76,481	$	69,652
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



CLECO POWER

Condensed Consolidated Balance Sheets (Unaudited)
(THOUSANDS)	AT JUNE 30, 2019			AT DEC. 31, 2018
Assets
Utility plant and equipment
Property, plant, and equipment	$	5,065,093		$	5,015,004
Accumulated depreciation	(1,843,622		)	(1,804,563		)
Net property, plant, and equipment	3,221,471			3,210,441
Construction work in progress	406,354			351,828
Total utility plant and equipment, net	3,627,825			3,562,269
Current assets
Cash and cash equivalents	26,017			31,987
Restricted cash and cash equivalents	10,692			11,241
Customer accounts receivable (less allowance for doubtful accounts of $1,144 in 2019 and $814 in 2018)	59,801			50,043
Accounts receivable - affiliate	2,023			3,318
Other accounts receivable	29,738			24,523
Unbilled revenue	43,221			35,314
Fuel inventory, at average cost	82,587			82,836
Materials and supplies, at average cost	94,233			92,671
Energy risk management assets	14,742			23,355
Accumulated deferred fuel	38,619			20,112
Cash surrender value of company-owned life insurance policies	17,496			20,497
Prepayments	5,010			6,143
Regulatory assets	11,112			13,603
Other current assets	602			1,162
Total current assets	435,893			416,805
Equity investment in investee	18,172			18,172
Prepayments	3,447			2,251
Operating lease right of use assets	14,352			—
Restricted cash and cash equivalents	18,175			18,649
Note receivable	15,521			15,829
Regulatory assets	258,545			261,569
Intangible assets	11,051			21,093
Other deferred charges	37,557			32,419
Total assets	$	4,440,538		$	4,349,056
The accompanying notes are an integral part of the condensed consolidated financial statements.

(Continued on next page)



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



CLECO POWER

Condensed Consolidated Balance Sheets (Unaudited)
(THOUSANDS)	AT JUNE 30, 2019		AT DEC. 31, 2018
Liabilities and member’s equity
Member’s equity	$	1,671,014	$	1,594,533
Long-term debt and finance leases, net	1,377,224		1,387,774
Total capitalization	3,048,238		2,982,307
Current liabilities
Long-term debt and finance leases due within one year	21,577		21,128
Accounts payable	130,473		146,314
Accounts payable - affiliate	7,878		7,843
Customer deposits	60,213		61,736
Provision for rate refund	53,238		35,842
Taxes payable, net	34,724		48,177
Interest accrued	8,606		8,252
Energy risk management liabilities	832		468
Regulatory liabilities - other	12,523		2,496
Other current liabilities	27,924		22,263
Total current liabilities	357,988		354,519
Commitments and contingencies (Note 14)
Long-term liabilities and deferred credits
Accumulated deferred federal and state income taxes, net	646,026		630,765
Postretirement benefit obligations	184,343		182,721
Regulatory liabilities - other	—		2,496
Regulatory liabilities - deferred taxes, net	149,461		155,537
Restricted storm reserve	15,909		15,485
Asset retirement obligations	7,100		6,881
Operating lease liabilities	10,598		—
Other deferred credits	20,875		18,345
Total long-term liabilities and deferred credits	1,034,312		1,012,230
Total liabilities and member’s equity	$	4,440,538	$	4,349,056
The accompanying notes are an integral part of the condensed consolidated financial statements.



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



CLECO POWER

Condensed Consolidated Statements of Cash Flows (Unaudited)
	FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2019				2018
Operating activities
Net income	$	76,068			$	69,024
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	84,503				83,199
Allowance for equity funds used during construction	(11,206		)		(5,587		)
Deferred income taxes	9,042				7,566
Deferred fuel costs	(3,531		)		(26,339		)
Cash surrender value of company-owned life insurance	3,002				(116		)
Changes in assets and liabilities
Accounts receivable	(20,932		)		(7,933		)
Accounts receivable - affiliate	2,125				1,639
Unbilled revenue	(7,907		)		(10,083		)
Fuel inventory and materials and supplies	(1,560		)		6,500
Accounts payable	12,974				5,465
Accounts payable - affiliate	(1,233		)		(1,740		)
Customer deposits	3,367				6,746
Provision for merger commitments	(1,444		)		(1,847		)
Postretirement benefit obligations	1,179				1,784
Regulatory assets and liabilities, net	7,911				6,923
Other deferred accounts	(1,836		)		1,949
Taxes accrued	(15,280		)		32,033
Interest accrued	354				1,407
Other operating	1,969				3,191
Net cash provided by operating activities	137,565				173,781
Investing activities
Additions to property, plant, and equipment	(147,696		)		(135,334		)
Allowance for equity funds used during construction	11,206				5,587
Reimbursement of property loss	93				1,223
Issuance of note receivable	—				(16,800		)
Return of investment in company-owned life insurance	1,891				—
Other investing	623				672
Net cash used in investing activities	(133,883		)		(144,652		)
Financing activities
Draws on credit facility	33,000				—
Payments on credit facility	(33,000		)		—
Issuances of long-term debt	—				50,000
Repayment of long-term debt	(10,382		)		(9,700		)
Distributions to parent	—				(71,000		)
Other financing	(293		)		(803		)
Net cash used in financing activities	(10,675		)		(31,503		)
Net decrease in cash, cash equivalents, restricted cash, and restricted cash equivalents	(6,993		)		(2,374		)
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period	61,877			⁽¹⁾	102,957
Cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period	$	54,884		⁽²⁾	$	100,583

Supplementary cash flow information
Interest paid, net of amount capitalized	$	33,958			$	33,940
Supplementary non-cash investing and financing activities
Accrued additions to property, plant, and equipment	$	38,971			$	39,974
Non-cash additions to property, plant, and equipment	$	51			$	—
Incurrence of finance lease obligation - barges	$	—			$	16,800
⁽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 $26,017, current restricted cash and cash equivalents of $10,692, and non-current restricted cash and cash equivalents of $18,175. The accompanying notes are an integral part of the condensed consolidated financial statements.



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



CLECO POWER

Condensed Consolidated Statements of Changes in Member’s Equity (Unaudited)
(THOUSANDS)	MEMBER’S EQUITY			AOCI			TOTAL MEMBER’S EQUITY
Balances, Mar. 31, 2018	$	1,562,366		$	(13,386	)	$	1,548,980
Distributions to parent	(43,000		)	—			(43,000		)
Net income	43,020			—			43,020
Other comprehensive income, net of tax	—			331			331
Balances, June 30, 2018	$	1,562,386		$	(13,055	)	$	1,549,331

Balances, Mar. 31, 2019	$	1,634,427		$	(12,962	)	$	1,621,465
Net income	49,356			—			49,356
Other comprehensive income, net of tax	—			193			193
Balances, June 30, 2019	$	1,683,783		$	(12,769	)	$	1,671,014

Balances, Dec. 31, 2017	$	1,564,362		$	(13,683	)	$	1,550,679
Distributions to parent	(71,000		)	—			(71,000		)
Net income	69,024			—			69,024
Other comprehensive income, net of tax	—			628			628
Balances, June 30, 2018	$	1,562,386		$	(13,055	)	$	1,549,331

Balances, Dec. 31, 2018	$	1,607,715		$	(13,182	)	$	1,594,533
Net income	76,068			—			76,068
Other comprehensive income, net of tax	—			413			413
Balances, June 30, 2019	$	1,683,783		$	(12,769	)	$	1,671,014
The accompanying notes are an integral part of the condensed consolidated financial statements.



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



Index to Applicable Notes to the Unaudited Condensed Consolidated Financial Statements of Registrants

Note 1	Summary of Significant Accounting Policies	Cleco and Cleco Power
Note 2	Business Combination	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

Notes to the Unaudited Condensed Consolidated Financial Statements

Note 1 — Summary of Significant Accounting Policies

Principles of Consolidation

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

Cleco’s condensed consolidated financial statements include the financial results of Cleco Cajun from the closing of the Cleco Cajun Transaction on February 4, 2019, through June 30, 2019. For more information about the Cleco Cajun Transaction, see Note 2 — “Business Combination.”

Basis of Presentation

The condensed consolidated financial statements of Cleco and Cleco Power have been prepared in accordance with GAAP for interim financial information and with the instructions to the Form 10-Q and Regulation S-X. Accordingly, these condensed consolidated financial statements do not include all of the information and notes required by GAAP for annual financial statements. The year-end condensed consolidated balance sheet data was derived from audited financial statements. Because the interim condensed consolidated financial statements and the accompanying notes do not include all of the information and notes required by GAAP for annual financial statements, the condensed consolidated financial statements and other information included in this quarterly report should be read in conjunction with the consolidated financial statements and accompanying notes in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

These condensed consolidated financial statements, in the opinion of management, reflect all normal recurring adjustments that are necessary to fairly state the financial position and results of operations of Cleco and Cleco Power. Amounts reported in Cleco and Cleco Power’s interim financial statements are not necessarily indicative of amounts expected for the annual periods due to the effects of seasonal

temperature variations on energy consumption, regulatory rulings, the timing of maintenance on electric generating units, changes in mark-to-market valuations, changing commodity prices, discrete income tax items, and other factors.

In preparing financial statements that conform to GAAP, management must make estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenues and expenses, and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. For information on recent authoritative guidance and its effect on financial results, see Note 3 — “Recent Authoritative Guidance.”

Restricted Cash and Cash Equivalents

Cleco and Cleco Power’s restricted cash and cash equivalents consisted of the following:



Cleco
(THOUSANDS)	AT JUNE 30, 2019		AT DEC. 31, 2018
Current
Cleco Katrina/Rita’s storm recovery bonds	$	8,715	$	9,505
Cleco Power’s charitable contributions	1,200		1,200
Cleco Power’s rate credit escrow	777		536
Total current	10,692		11,241
Non-current
Diversified Lands’ mitigation escrow	21		21
Cleco Cajun’s defense fund	715		—
Cleco Power’s future storm restoration costs	15,879		15,391
Cleco Power’s charitable contributions	2,296		2,753
Cleco Power’s rate credit escrow	—		505
Total non-current	18,911		18,670
Total restricted cash and cash equivalents	$	29,603	$	29,911



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



Cleco Power
(THOUSANDS)	AT JUNE 30, 2019		AT DEC. 31, 2018
Current
Cleco Katrina/Rita’s storm recovery bonds	$	8,715	$	9,505
Charitable contributions	1,200		1,200
Rate credit escrow	777		536
Total current	10,692		11,241
Non-current
Future storm restoration costs	15,879		15,391
Charitable contributions	2,296		2,753
Rate credit escrow	—		505
Total non-current	18,175		18,649
Total restricted cash and cash equivalents	$	28,867	$	29,890

Cleco Katrina/Rita has the right to bill and collect storm restoration costs from Cleco Power’s customers. As cash is collected, it is restricted for payment of administration fees, interest, and principal on storm recovery bonds. The change from December 31, 2018 , to June 30, 2019 , was due to Cleco Katrina/Rita using $10.4 million for scheduled storm recovery bond principal payments and $0.9 million for related interest payments, partially offset by collections of $10.5 million net of administration fees.

As part of the Cleco Cajun Transaction, Cleco acquired restricted cash of $ 0.7 million to be used by Cleco Cajun’s cooperative customers for defense funds in the event of potential takeovers. There is no further obligation of Cleco with respect to such expenses, including the replenishment of the fund.

Leases

Cleco accounts for leases in accordance with accounting guidance effective January 1, 2019. For more information on this guidance, see Note 3 — “Recent Authoritative Guidance.”

Cleco determines if a contract is a lease at its inception. If a contract is determined to be a lease, Cleco recognizes a ROU asset and lease liability at the commencement date based on the present value of lease payments over the lease term. The present value of the lease payments is determined by using the implicit interest rate if readily determinable. Cleco’s incremental borrowing rate for a term similar to the duration of the lease based on information available at the commencement date is used if the implicit interest rate is not readily determinable.

Cleco recognizes ROU assets and lease liabilities for leasing arrangements with terms greater than one year. Except for the marine transportation asset class, Cleco accounts for lease and non-lease components in a contract as a single lease component for all classes of underlying assets. Cleco’s marine transportation contracts, which include barges and towboats, contain non-lease components, such as maintenance and labor. Cleco allocates the consideration in these contracts between lease and non-lease components based on estimates of fair value from third parties that typically execute leases for this class of assets.

Expense for a lessee operating lease is recognized as a single lease cost on a straight-line basis over the lease term and reflected in the appropriate income statement line item based on the leased asset’s function. Income for a lessor operating lease is recognized as a single lease income item on a straight-line basis over the lease term and reflected in the appropriate income statement line item based on the lease asset’s function.

Fair Value Measurements and Disclosures

Derivatives and Other Risk Management Activity

Cleco’s Energy Market Risk Management Policy authorizes hedging of commodity price risk with physical or financially settled derivative instruments. Some of these contracts may qualify for the normal purchase, normal sale (NPNS) exception under derivative accounting guidance. Contracts that do not qualify for NPNS accounting treatment or are not elected for NPNS accounting treatment are marked-to-market and recorded on the balance sheet at their fair value.

Cleco Power’s FTRs are marked-to-market with the resulting unrealized gains or losses deferred as a component of deferred fuel assets or liabilities in accordance with regulatory policy. At settlement, realized gains or losses are included in the FAC and reflected on customers’ bills as a component of the fuel charge.

Cleco Cajun’s FTRs are marked-to-market with the resulting unrealized gains and losses recorded on the income statement as a component of power purchase expense. At settlement, realized gains or losses are also recorded on the income statement as a component of power purchase expense.

Cleco Cajun entered into other commodity derivative contracts during the six months ended June 30, 2019, that did not qualify as hedging instruments for accounting purposes. When these contracts are marked-to-market, the resulting unrealized gain or loss is recorded on the income statement as a component of fuel expense. At settlement, realized gains or losses will also be recorded on the income statement as a component of fuel expense.

For more information on FTRs and other commodity derivatives, see Note 7 — “Fair Value Accounting — Commodity Contracts.”

Cleco may also enter into contracts to mitigate the volatility in interest rate risk. These contracts include, but are not limited to, interest rate swaps and treasury rate locks. For each reporting period presented, the Registrants did not enter into any contracts to mitigate the volatility in interest rate risk.



Note 2 — Business Combination

On February 4, 2019, Cleco Cajun acquired from NRG Energy all of the outstanding membership interests in South Central Generating. This acquisition will enable Cleco to significantly increase the scale of its operations in Louisiana. As a result, Cleco Cajun owns:



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q


•	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.

Cleco Cajun, NRG Energy, and South Central Generating have each made customary representations, warranties and covenants in the Cleco Cajun Transaction, which includes customary indemnification provisions. Cleco Holdings has agreed to guarantee the obligations of Cleco Cajun, subject to certain limitations. In addition, upon closing, a lease agreement was 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 no later than May 2025. Upon closing, Cottonwood Energy became a subsidiary of Cleco Cajun.

Regulatory Matters

In January 2019, the LPSC approved the Cleco Cajun Transaction. Approval of the transaction was conditioned upon certain commitments, including holding Cleco Power ratepayers harmless for any adverse impacts, increased costs of debt or equity, and credit rating downgrades attributable to the Cleco Cajun Transaction; the repayment of $400.0 million of Cleco Holdings’ debt by 2024, of which $66.7 million is required in 2019; and a $4.0 million annual reduction to Cleco Power’s retail customer rates. For more information about the debt and rate reduction commitments, see Note 8 — “Debt” and Note 6 — “Regulatory Assets and Liabilities,” respectively.

South Central Generating

In 2017, Louisiana Generating received insurance settlement proceeds for costs incurred to resolve a lawsuit which was brought by the EPA and the LDEQ against Louisiana Generating related to Big Cajun II, Unit 3. Entergy, as co-owner of Big Cajun II, Unit 3, is expected to be allocated a portion of the insurance settlement proceeds. Any amount allocated to Entergy will be determined by ongoing litigation and negotiations. South Central Generating estimated this amount to be $10.0 million . As part of the Cleco Cajun Transaction, Cleco Cajun assumed the $10.0 million contingent liability and NRG Energy indemnified Cleco for losses associated with this litigation matter. As a result, Cleco also recorded a $10.0 million indemnification asset, which was included in the preliminary purchase price allocation.

Prior to the Cleco Cajun Transaction, South Central Generating was involved in various litigation matters, including

environmental and contract proceedings, before various courts regarding matters arising out of the ordinary course of business. Management is unable to estimate any potential losses that Cleco Cajun may ultimately be responsible for with respect to any one of these matters in the event of a negative outcome. As part of the Cleco Cajun Transaction, NRG Energy indemnified Cleco for losses as of the closing date associated with matters that existed as of the closing date, including pending litigation.

Accounting for the Cleco Cajun Transaction

As consideration for all of the outstanding membership interest in South Central Generating, Cleco paid cash of approximately $962.2 million , which represents the $1.0 billion acquisition price net of working capital and other adjustments of $37.8 million .

In connection with the Cleco Cajun Transaction on February 4, 2019, Cleco Holdings borrowed $300.0 million under a bridge loan agreement and $100.0 million under a term loan agreement. Both loan agreements are variable rate debt and have a three -year term. Both loan agreements contain certain financial covenants, including requiring Cleco Holdings to maintain (i) a debt to capital ratio (as defined in the applicable agreement) below 65% and (ii) a rating applicable to Cleco’s senior debt rating (as defined in the applicable agreement). Cleco Holdings anticipates that some or all of the variable rate debt may be replaced or repaid with long-term financing, markets permitting, within 12 months of the closing of the Cleco Cajun Transaction. Also, in connection with the Cleco Cajun Transaction, Cleco Holdings increased its credit facility capacity by $75.0 million , for a total capacity of $175.0 million . All other terms remained the same. Also in connection with the Cleco Cajun Transaction on February 4, 2019, Cleco Holdings made a $75.0 million draw on its credit facility, which was repaid on February 5, 2019.

The remaining cash required to finance the transaction consisted of an equity contribution from Cleco Group of $384.9 million and $102.3 million from cash on hand at Cleco Holdings.

Cleco Cajun accounted for the Cleco Cajun Transaction as a business combination, and accordingly, the assets acquired and liabilities assumed were recorded at their estimated fair values as of the date of the acquisition. Cleco made certain measurement period adjustments at June 30, 2019. The following chart presents Cleco’s current preliminary purchase price allocation.



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



Preliminary 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

The fair values of Cleco Cajun’s acquired assets and assumed liabilities were determined based on significant estimates and assumptions, including projected future cash flows and discount rates reflecting risk inherent in those future cash flows. There were also estimates made to determine the expected useful lives of each class of assets acquired.

On the date of the acquisition, preliminary fair value adjustments were recorded on Cleco’s Condensed Consolidated Balance Sheet for the difference between the contract and market price of acquired long-term wholesale power agreements. The preliminary fair value of intangible assets of $98.9 million and intangible liabilities of $14.2 million was reflected in the preliminary purchase price allocation. The valuation of the acquired intangible assets and liabilities was estimated by applying the income method, which is based upon discounted projected future cash flows associated with the underlying contracts. The power supply agreement intangible assets and liabilities are being amortized to Electric operations on Cleco’s Condensed Consolidated Statement of Income over the remaining term of the applicable agreements.

As part of the Cleco Cajun Transaction, Cleco assumed an LTSA for maintenance services related to the Cottonwood Plant. The preliminary fair value of the LTSA was estimated by applying the income method. An intangible liability of $24.1 million was reflected in the preliminary purchase price allocation and is being amortized using the straight-line method over the estimated remaining life of the LTSA of seven years . The amortization is included as a reduction to the LTSA prepayments on Cleco’s Condensed Consolidated Balance Sheet.

On the date of the acquisition, the preliminary fair value of the lease between Cottonwood Energy and a special-purpose entity that is a subsidiary of NRG Energy was estimated by

applying the income method. Deferred lease revenue of $58.3 million was reflected in the preliminary purchase price allocation and is being amortized over the term of the lease agreement. The amortization is included in Other operations revenue on Cleco’s Condensed Consolidated Statement of Income.

Valuations were performed to assess the fair value of certain assets acquired and liabilities assumed and were considered preliminary as a result of the short time period between the closing of the acquisition and the end of the first quarter of 2019. Accounting guidance provides that the allocation of the purchase price may be modified up to one year from the date of the acquisition as more information becomes available. Cleco expects these final valuations and assessments will be completed by the end of 2019, which may affect the purchase price allocation.

During the second quarter of 2019, certain modifications were made to the preliminary valuations as of February 4, 2019, due to the refinement of valuation models, assumptions, and inputs. The measurement period adjustments were based upon information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the measurement of the amounts recognized at that date.



Measurement Period Adjustments
(THOUSANDS)	AT JUN. 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

The measurement period adjustments resulted in an increase in electric operations revenue of $0.5 million , a decrease in other operations revenue of $0.1 million , and an increase in depreciation expense of $0.2 million recorded for the three months ended June 30, 2019.

Pro forma Impact of the Cleco Cajun Transaction

The following table includes the unaudited pro forma financial information reflecting the consolidated results of operations of Cleco as if the Cleco Cajun Transaction had taken place on January 1, 2018. There were no nonrecurring transaction-related expenses to be excluded from the pro forma net income for the three months ended June 30, 2019 . The pro forma net income for the six months ended June 30, 2019 , was adjusted to exclude nonrecurring transaction-related expenses of $3.9 million . The pro forma net income for the three and six



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q

months ended June 30, 2018, includes nonrecurring transaction-related expenses.

The unaudited pro forma financial information presented in the following table is not necessarily indicative of the consolidated results of operations that would have been achieved had the transaction taken place on the dates indicated, or the future consolidated results of operations of the combined companies.



Unaudited Pro Forma Financial Information
	FOR THE THREE MONTHS ENDED JUNE 30,				FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2019		2018		2019		2018
Operating revenue, net	$	397,873	$	400,582	$	762,817	$	793,763
Net income	$	44,746	$	36,542	$	66,873	$	69,179

Note 3 — Recent Authoritative Guidance

In February 2016, FASB amended the guidance to account for leases. Effective January 1, 2019, Cleco adopted the amended guidance using the optional transition method that allows an entity to recognize a cumulative-effect adjustment to the opening balance of retained earnings at the date of adoption, apply the new disclosure requirements beginning in the period of adoption, and continue to present comparative period information as required under previous guidance.

In addition, Cleco elected the transition practical expedient that permits an entity to not reassess prior conclusions about lease identification, lease classification, and initial direct costs under the new standard, as well as the practical expedient that permits entities to not assess existing land easements under the new standard.

Adoption of this standard resulted in the recognition of ROU assets and lease liabilities for Cleco and Cleco Power’s operating leases of $16.1 million and $15.9 million , respectively. There was no impact to retained earnings as a result of adopting this standard. Adoption of this standard did not materially impact the Registrants’ results of operations or liquidity, and their accounting for finance leases is substantially unchanged. For more information on Cleco’s lease obligations, see Note 4 — “Leases.”

In June 2016, FASB amended the guidance for the measurement of credit losses on receivables and certain other assets. The guidance requires use of a current expected loss model, which may result in earlier recognition of credit losses. The adoption of this guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those years. Management is evaluating the impact that the adoption of this guidance will have on the results of operations, financial condition, or cash flows of the Registrants.



Note 4 — Leases

Cleco maintains operating and finance leases in its ordinary course of business activities.

Effective January 1, 2019, Cleco adopted new guidance which requires organizations to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. A lease is deemed to exist when the right to control the use of identified property, plant, or equipment is conveyed through a contract for a certain period of time and consideration is paid. For more information on the new guidance, see Note 3 — “Recent Authoritative Guidance.” For more information on how leases

are identified, see Note 1 — “Summary of Significant Accounting Policies — Leases.”

Operating Leases

Cleco Power leases utility systems from two municipalities and one non-municipal public body. The first municipal lease has a term of 10 years and expires on August 11, 2021. On July 9, 2019, this municipal lease was renewed for an additional term of 10 years and expires on August 11, 2031. The second municipal lease has a term of 10 years and expires on May 13, 2028. The non-municipal lease has a term of 27 years and expires on July 31, 2039. Each utility system lease contains fixed and variable components, as well as provisions for extensions.

Cleco Power has leases for 200 railcars for coal transportation. One lease for 115 railcars expires on March 31, 2021, and the other lease for 85 railcars expires on March 31, 2020. Cleco Cajun has a lease for 135 railcars for coal transportation, which commenced in February 2019 and is a short-term lease with an initial term of 12 months. This short-term lease renews for additional one -month terms unless Cleco Cajun chooses to terminate. Cleco reassesses its need for the railcars upon the expiration of each term. Cleco pays a monthly rental fee per car. The railcar leases do not contain contingent rent payments.

Cleco Power has leases for three towboats in order to transport petroleum coke to Madison Unit 3. Each of the towboat leases has a term of 10 years and expires on March 31, 2028. Under these agreements, the rates are adjusted annually per the Producer Price Index. Each lease contains provisions for a five -year extension.

Cleco and Cleco Power’s remaining operating leases provide for office and operating facilities, office equipment, and tower rentals.

The following is a schedule by year of future minimum lease payments due under Cleco and Cleco Power’s long-term operating leases together with the present value of the net minimum lease payments as of June 30, 2019 :



(THOUSANDS)	CLECO POWER		CLECO
Six months ending Dec. 31, 2019	$	1,897	$	2,021
Years ending Dec. 31,
2020	3,838		3,872
2021	2,512		2,546
2022	1,144		1,178
2023	1,120		1,151
Thereafter	5,909		5,951
Total minimum lease payments	16,420		16,719
Less: amount representing interest	2,182		2,197
Present value of net minimum operating lease payments	$	14,238	$	14,522
Current liabilities	$	3,640	$	3,776
Non-current liabilities	$	10,598	$	10,746



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q

The following table is a summary of expected operating lease payments for Cleco and Cleco Power at December 31, 2018:



(THOUSANDS)	CLECO HOLDINGS		CLECO POWER		TOTAL
Year ending Dec. 31,
2019	$	120	$	4,030	$	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	$	120	$	20,397	$	20,517

Finance Lease

In April 2018, Cleco Power entered into an agreement with Savage Inland Marine for 42 barges used to transport petroleum coke through March 2033. The agreement meets the accounting definition of a finance lease.

The barge lease rate contains both a fixed and variable component, of which the latter is adjusted every third anniversary of the agreement for estimated executory costs. If the barges are idle, the lessor is required to attempt to sublease the barges to third parties with the revenue reducing Cleco Power’s lease payment. This agreement contains a provision for early termination upon the occurrence of any one of four cancellation events.

For the three and six months ended June 30, 2019 , Cleco Power paid $0.6 million and $1.1 million , respectively, in lease payments. For the three and six months ended June 30, 2019 , Cleco Power received $0.6 million and $0.9 million , respectively, of revenue from subleases.

The following is an analysis of the leased property under the finance lease:



(THOUSANDS)	AT JUNE 30, 2019			AT DEC. 31, 2018
Barges	$	16,800		$	16,800
Accumulated amortization	(1,400		)	(840		)
Net finance lease	$	15,400		$	15,960

The following is a schedule by year of future minimum lease payments due under the finance lease together with the present value of the net minimum lease payments as of June 30, 2019 :



(THOUSANDS)
Six months ending Dec. 31, 2019	$	1,102
Years ending Dec. 31,
2020	2,203
2021	2,203
2022	2,203
2023	2,203
2024	2,203
Thereafter	17,675
Total minimum lease payments	29,792
Less: amount representing interest	13,645
Present value of net minimum lease payments	$	16,147
Current liabilities	$	586
Non-current liabilities	$	15,561

The following is a schedule by year of future minimum lease payments due under the finance lease together with the present value of the net minimum lease payments as of December 31, 2018:



(THOUSANDS)
Years ending Dec. 31,
2019	$	2,611
2020	2,611
2021	2,611
2022	2,611
2023	2,611
Thereafter	23,655
Total minimum lease payments	36,710
Less: executory costs	5,817
Net minimum lease payments	30,893
Less: amount representing interest	14,475
Present value of net minimum lease payments	$	16,418
Current liabilities	$	557
Non-current liabilities	$	15,861

Additional Lessee Disclosures

Cleco and Cleco Power’s total lease cost includes amounts on the income statement, as well as amounts capitalized as part of property, plant, or equipment or inventory. The following tables reflect total lease costs for Cleco and Cleco Power for the three and six months ended June 30, 2019 :



Cleco
(THOUSANDS)	FOR THE THREE MONTHS ENDED JUNE 30, 2019		FOR THE SIX MONTHS ENDED JUNE 30, 2019
Finance lease cost
Amortization of ROU assets	$	280	$	560
Interest on lease liabilities	413		830
Operating lease cost	1,118		2,253
Variable lease cost	144		306
Total lease cost	$	1,955	$	3,949



Cleco Power
(THOUSANDS)	FOR THE THREE MONTHS ENDED JUNE 30, 2019		FOR THE SIX MONTHS ENDED JUNE 30, 2019
Finance lease cost
Amortization of ROU assets	$	280	$	560
Interest on lease liabilities	413		830
Operating lease cost	1,061		2,142
Variable lease cost	144		306
Total lease cost	$	1,898	$	3,838



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q

The following tables present additional information related to Cleco and Cleco Power’s operating and finance leases as of and for the three and six months ended June 30, 2019 :



		AT JUNE 30, 2019
(THOUSANDS)	BALANCE SHEET LINE ITEM	CLECO POWER		CLECO
Supplemental balance sheet information
ROU assets
Operating	Operating lease right of use assets	$	14,352	$	14,618
Finance	Property, plant, and equipment	15,400		15,400
Total ROU assets		$	29,752	$	30,018
Current lease liabilities
Operating	Other current liabilities	$	3,640	$	3,776
Finance	Long-term debt and finance leases due within one year	586		586
Non-current lease liabilities
Operating	Operating lease liabilities	10,598		10,746
Finance	Long-term debt and finance leases, net	15,561		15,561
Total lease liabilities		$	30,385	$	30,669



Cleco
(THOUSANDS)	FOR THE THREE MONTHS ENDED JUNE 30, 2019		FOR THE SIX MONTHS ENDED JUNE 30, 2019
Supplemental cash flow information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,214	$	2,279
Operating cash flows from finance leases	$	413	$	830
Financing cash flows from finance leases	$	137	$	271
ROU assets obtained in exchange for new lease liabilities	$	—	$	132



Cleco Power
(THOUSANDS)	FOR THE THREE MONTHS ENDED JUNE 30, 2019		FOR THE SIX MONTHS ENDED JUNE 30, 2019
Supplemental cash flow information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,141	$	2,155
Operating cash flows from finance leases	$	413	$	830
Financing cash flows from finance leases	$	137	$	271



	AT JUNE 30, 2019
(THOUSANDS)	CLECO POWER		CLECO
Other supplemental information
Operating leases
Weighted-average remaining lease term	7.4 years		7.3 years
Weighted-average discount rate	4.38	%	4.38	%
Finance leases
Weighted-average remaining lease term	13.8 years		13.8 years
Weighted-average discount rate	10.18	%	10.18	%

Lessor Agreements

Upon the closing of the Cleco Cajun Transaction, Cleco assumed two lessor contracts leasing land to farmers for a term of one year . Both of these lessor contracts are classified as operating leases. For more information on the Cleco Cajun Transaction, see Note 2 — “Business Combination.”

Cottonwood Sale Leaseback Agreement

Upon closing the Cleco Cajun Transaction, the Cottonwood Sale Leaseback was executed. Under the terms of the lease, NRG Energy will operate the plant, incur all costs, and receive all revenues from the operations of the plant. Cottonwood

Energy will receive fixed lease payments of $40.0 million per year and variable lease payments for LTSA costs and property taxes paid by NRG Energy on behalf of Cleco. Cleco may terminate the lease contract under specific circumstances stated in the lease contract. The residual value under the Cottonwood Sale Leaseback is expected to be recovered through sales of power generation from the plant. The residual value of the Cottonwood Plant has been determined using the plant’s estimated economic life.

Cleco Cajun is Cleco’s only entity with lessor arrangements. Cleco Cajun’s lease income under the Cottonwood Sale Leaseback for the three and six months ended June 30, 2019 , was as follows:



(THOUSANDS)	FOR THE THREE MONTHS ENDED JUNE 30, 2019		FOR THE SIX MONTHS ENDED JUNE 30, 2019
Fixed payments	$	10,000	$	16,667
Variable payments	5,087		8,239
Amortization of deferred lease liability ⁽¹⁾	2,396		3,835
Total lease income	$	17,483	$	28,741

⁽¹⁾ The deferred lease revenue resulting from the preliminary fair value of the lease between Cottonwood Energy and a special-purpose entity that is a subsidiary of NRG Energy.

The remaining minimum lease payments to be received under the Cottonwood Sale Leaseback are as follows:



(THOUSANDS)
Six months ending Dec. 31, 2019	$	20,000
Years ending Dec. 31,
2020	40,000
2021	40,000
2022	40,000
2023	40,000
Thereafter	56,666
Total payments	$	236,666

Depreciation expense associated with Cleco’s property under the Cottonwood Sale Leaseback for the three and six months ended June 30, 2019 , was $6.2 million and $9.5 million , respectively. Cleco calculated depreciation on a straight-line basis over the useful life of the asset. Property associated with the Cottonwood Sale Leaseback was as follows:



(THOUSANDS)	AT JUNE 30, 2019
Property, plant, and equipment	$	539,768
Accumulated depreciation	(9,533		)
Net property, plant, and equipment	$	530,235

Note 5 — Revenue Recognition

Revenue from Contracts with Customers

Retail Utility Revenue

Cleco’s revenue from contracts with customers is generated primarily from Cleco Power’s regulated revenue from retail residential, commercial, and industrial customers. Cleco recognizes retail revenue from these contracts as a series, and progress towards satisfaction of the performance obligation is measured using an output method based on kWh delivered. Accordingly, revenue from electricity sales is recognized as energy is delivered to the customer. Cleco bills retail customers, based on rates regulated by the LPSC, on a



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q

monthly basis with payments generally due within 20 days of the invoice date.

Included in Cleco’s retail revenue is unbilled electric revenue, which represents the amount customers will be billed for services rendered from the last meter reading to the end of the respective accounting period. Cleco uses actual customer energy consumption data available from AMI to calculate unbilled revenue. Also included in Cleco’s retail revenue is electric customer credits, which primarily represents the accrued estimated refunds to Cleco Power’s retail customers for the tax related benefits of the TCJA.

Wholesale Revenue

Wholesale revenue is generated primarily through the sale of energy and capacity to cooperatives, municipalities, and the MISO transmission provider. Cleco also enters into transactions through MISO for spot energy sales which are transacted in the Day-Ahead Energy and Operating Reserves Market and the Real-Time Energy and Operating Reserves Market. The electricity revenue performance obligations, representing both energy and capacity, are satisfied as a series of performance obligations, and progress towards satisfaction of the performance obligations are measured using an output method. The energy performance obligation measure of progress is based on kWh delivered. The capacity performance obligation measure of progress is based on time elapsed and will be recognized each month as Cleco’s generating units stand ready to deliver electricity to the customer. Cleco recognizes wholesale revenue, inclusive of both performance obligations, under the invoice practical expedient for the amount Cleco has the right to invoice. Cleco charges its wholesale customers market based rates that are subject to FERC’s triennial market power analysis.

Transmission Revenue

Cleco earns transmission revenues pursuant to MISO’s FERC filed tariff. The performance obligation of transmission service is satisfied as service is provided. Revenue is recognized upon

delivery of the transmission service. Cleco Power’s revenue from the transmission of electricity is recorded based on a FERC-approved annual formula rate mechanism. This mechanism provides for an annual filing of revenue requirements with rates effective June 1 of each year. Cleco Cajun charges transmission rates based on its cost to provide transmission services.

Other Revenue

Other revenue from contracts with customers, which is not a significant source of Cleco’s revenue, includes Cleco Power’s Teche Unit 3 SSR revenue and miscellaneous fees. The performance obligation under these contracts is satisfied and revenue is recognized as control of the products is delivered or services are rendered.

Revenue Unrelated to Contracts with Customers

Cleco’s energy-related transactions with the following characteristics, qualify as derivative contracts and are recorded pursuant to derivatives and hedging accounting guidance: a) their value is based on the notional amount or payment provisions of an underlying asset; b) they require no or a diminutive initial net investment; and c) their terms require or permit net settlement.

Cleco Cajun’s other revenue includes fixed lease payments and certain variable payments for costs paid by NRG Energy on behalf of Cleco. For more information on the Cottonwood lease agreement, see Note 4 — “Leases — Lessor Agreements — Cottonwood Sale Leaseback Agreement.”

Disaggregated Revenue

Upon the completion of the Cleco Cajun Transaction on February 4, 2019, Cleco Cajun became a new reportable segment. For more information on the transaction, see Note 2 — “Business Combination.”

Operating revenue, net for the three and six months ended June 30, 2019, and 2018, was as follows:



	FOR THE THREE MONTHS ENDED JUNE 30, 2019
(THOUSANDS)	CLECO POWER				CLECO CAJUN				OTHER				ELIMINATIONS			TOTAL
Revenue from contracts with customers
Retail revenue
Residential ⁽¹⁾	$	97,927			$	—			$	—			$	—		$	97,927
Commercial ⁽¹⁾	68,013				—				—				—			68,013
Industrial ⁽¹⁾	34,845				—				—				—			34,845
Other retail ⁽¹⁾	3,476				—				—				—			3,476
Surcharge	2,201				—				—				—			2,201
Electric customer credits	(8,693		)		—				—				—			(8,693		)
Total retail revenue	197,769				—				—				—			197,769
Wholesale, net	54,529			⁽¹⁾	100,702				(2,420		)	⁽²⁾	—			152,811
Transmission	12,067				12,462				—				(2,954		)	21,575
Other	3,337			⁽³⁾	(38		)		—				—			3,299
Affiliate ⁽⁴⁾	337				—				23,012				(23,349		)	—
Total revenue from contracts with customers	268,039				113,126				20,592				(26,303		)	375,454
Revenue unrelated to contracts with customers
Other	4,933			⁽⁵⁾	17,486			⁽⁶⁾	—				—			22,419
Total revenue unrelated to contracts with customers	4,933				17,486				—				—			22,419
Operating revenue, net	$	272,972			$	130,612			$	20,592			$	(26,303	)	$	397,873

⁽¹⁾ Includes fuel recovery revenue.

⁽²⁾ Amortization of intangible assets related to Cleco Power’s wholesale power supply agreements.

⁽³⁾ Includes $2.5 million of other miscellaneous fee revenue and $0.8 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 $4.9 million .

⁽⁶⁾ Includes $15.1 million in lease revenue related to the Cottonwood Sale Leaseback and $2.4 million of deferred lease revenue amortization.



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



	FOR THE THREE MONTHS ENDED JUNE 30, 2018
(THOUSANDS)	CLECO POWER			OTHER				ELIMINATIONS			TOTAL
Revenue from contracts with customers
Retail revenue
Residential ⁽¹⁾	$	107,805		$	—			$	—		$	107,805
Commercial ⁽¹⁾	71,865			—				—			71,865
Industrial ⁽¹⁾	40,679			—				—			40,679
Other retail ⁽¹⁾	3,793			—				—			3,793
Surcharge	6,193			—				—			6,193
Electric customer credits	(13,637		)	—				—			(13,637		)
Total retail revenue	216,698			—				—			216,698
Wholesale, net ⁽¹⁾	54,662			(2,420		)	⁽²⁾	—			52,242
Transmission	11,943			—				—			11,943
Other ⁽³⁾	6,742			—				—			6,742
Affiliate	220			17,273				(17,493		)	—
Total revenue from contracts with customers	290,265			14,853				(17,493		)	287,625
Revenue unrelated to contracts with customers
Other	11,636			—				—			11,636
Total revenue unrelated to contracts with customers	11,636			—				—			11,636
Operating revenue, net	$	301,901		$	14,853			$	(17,493	)	$	299,261

⁽¹⁾ Includes fuel recovery revenue.

⁽²⁾ Amortization of intangible assets related to Cleco Power’s wholesale power supply agreements.

⁽³⁾ Other revenue from contracts with customers includes $4.1 million of other miscellaneous fee revenue and $2.6 million of Teche Unit 3 SSR revenue, net of $0.3 million of reserves for capital expenditures.



	FOR THE SIX MONTHS ENDED JUNE 30, 2019
(THOUSANDS)	CLECO POWER				CLECO CAJUN				OTHER				ELIMINATIONS			TOTAL
Revenue from contracts with customers
Retail revenue
Residential ⁽¹⁾	$	185,075			$	—			$	—			$	—		$	185,075
Commercial ⁽¹⁾	133,393				—				—				—			133,393
Industrial ⁽¹⁾	72,715				—				—				—			72,715
Other retail ⁽¹⁾	7,157				—				—				—			7,157
Surcharge	7,522				—				—				—			7,522
Electric customer credits	(16,853		)		—				—				—			(16,853		)
Total retail revenue	389,009				—				—				—			389,009
Wholesale, net	110,075			⁽¹⁾	158,893				(4,840		)	⁽²⁾	—			264,128
Transmission	24,645				21,190				2				(2,954		)	42,883
Other	10,189			⁽³⁾	(64		)		—				—			10,125
Affiliate ⁽⁴⁾	637				—				49,547				(50,184		)	—
Total revenue from contracts with customers	534,555				180,019				44,709				(53,138		)	706,145
Revenue unrelated to contracts with customers
Other	7,162			⁽⁵⁾	28,753			⁽⁶⁾	—				—			35,915
Total revenue unrelated to contracts with customers	7,162				28,753				—				—			35,915
Operating revenue, net	$	541,717			$	208,772			$	44,709			$	(53,138	)	$	742,060

⁽¹⁾ Includes fuel recovery revenue.

⁽²⁾ Amortization of intangible assets related to Cleco Power’s wholesale power supply agreements.

⁽³⁾ Includes $6.9 million of other miscellaneous fee revenue and $3.2 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 $9.8 million and the reversal of the Lost Contribution to Fixed Cost revenue of $(2.6) million .

⁽⁶⁾ Includes $24.9 million in lease revenue related to the Cottonwood Sale Leaseback and $3.8 million of deferred lease revenue amortization.



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



	FOR THE SIX MONTHS ENDED JUNE 30, 2018
(THOUSANDS)	CLECO POWER			OTHER				ELIMINATIONS			TOTAL
Revenue from contracts with customers
Retail revenue
Residential ⁽¹⁾	$	199,195		$	—			$	—		$	199,195
Commercial ⁽¹⁾	138,560			—				—			138,560
Industrial ⁽¹⁾	78,065			—				—			78,065
Other retail ⁽¹⁾	7,594			—				—			7,594
Surcharge	11,431			—				—			11,431
Electric customer credits	(21,284		)	—				—			(21,284		)
Total retail revenue	413,561			—				—			413,561
Wholesale, net ⁽¹⁾	101,631			(4,840		)	⁽²⁾	—			96,791
Transmission	26,448			—				—			26,448
Other ⁽³⁾	14,432			1				—			14,433
Affiliate	428			32,942				(33,370		)	—
Total revenue from contracts with customers	556,500			28,103				(33,370		)	551,233
Revenue unrelated to contracts with customers
Other	24,788			—				—			24,788
Total revenue unrelated to contracts with customers	24,788			—				—			24,788
Operating revenue, net	$	581,288		$	28,103			$	(33,370	)	$	576,021

⁽¹⁾ Includes fuel recovery revenue.

⁽²⁾ Amortization of intangible assets related to Cleco Power’s wholesale power supply agreements.

⁽³⁾ Other revenue from contracts with customers includes $8.6 million of other miscellaneous fee revenue and $5.8 million of Teche Unit 3 SSR revenue, net of $2.2 million of reserves for capital expenditures.

Cleco has unsatisfied performance obligations with durations ranging between one and fifteen years that primarily relate to stand-ready obligations as part of fixed capacity minimums. Cleco has elected to not disclose the value of unsatisfied performance obligations as part of its application of the right to invoice practical expedient.

Note 6 — Regulatory Assets and Liabilities

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

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

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



(THOUSANDS)	AT JUNE 30, 2019			AT DEC. 31, 2018
Regulatory assets (liabilities)
Deferred taxes, net	$	(149,461	)	$	(155,537	)
Mining costs	—			1,274
Interest costs	4,083			4,208
AROs	3,380			3,099
Postretirement costs	136,356			140,245
Tree trimming costs	10,365			9,069
Training costs	6,319			6,396
Surcredits, net ⁽¹⁾	289			289
AMI deferred revenue requirement	3,409			3,681
Emergency declarations	2,152			2,980
Production operations and maintenance expenses	10,670			12,245
AFUDC equity gross-up ⁽¹⁾	73,827			71,952
Acadia Unit 1 acquisition costs	2,178			2,230
Financing costs	7,738			7,923
Coughlin transaction costs	923			938
Corporate franchise tax, net	1,700			1,416
Non-service cost of postretirement benefits	6,268			4,629
Energy efficiency	(1,463		)	2,585
Accumulated deferred fuel	38,619			20,112
Other, net	(11,060		)	(4,979		)
Total regulatory assets, net	$	146,292		$	134,755
⁽¹⁾ Represents regulatory assets for past expenditures that were not earning a return on investment at June 30, 2019, and December 31, 2018, respectively. All other assets are earning a return on investment.



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q

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



(THOUSANDS)	AT JUNE 30, 2019		AT DEC. 31, 2018
Total Cleco Power regulatory assets, net	$	146,292	$	134,755
Cleco 2016 Merger adjustments ⁽¹⁾
Fair value of long-term debt	133,718		138,701
Postretirement costs	18,393		19,387
Financing costs	8,107		8,279
Debt issuance costs	5,987		6,252
Total Cleco regulatory assets, net	$	312,497	$	307,374

⁽¹⁾ Cleco regulatory assets include acquisition accounting adjustments as a result of the 2016 Merger.

In December 2018, Cleco Power filed a letter of intent with the LPSC to recover the accumulated decrease in revenues, also known as the Lost Contribution to Fixed Cost (LCFC), associated with the energy efficiency programs. On March 28, 2019, Cleco Power received communication from the LPSC indicating denial of the request. As a result, Cleco Power reversed the $2.6 million regulatory asset that was accrued at December 31, 2018. At June 30, 2019, Cleco Power had $1.5 million accrued as a regulatory liability for the LCFC revenue recovered in Cleco Power’s energy efficiency rates effective March 1, 2019.

In January 2019, the LPSC approved the Cleco Cajun Transaction. Approval of the Cleco Cajun Transaction was conditioned upon certain commitments, including a $4.0 million annual reduction to Cleco Power’s retail customer rates. At June 30, 2019, Cleco Power had $1.7 million accrued for the period from February 4, 2019, to June 30, 2019. This regulatory liability is being amortized over 12 months beginning July 1, 2019.

Note 7 — Fair Value Accounting

The amounts reflected on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets at June 30, 2019 , and December 31, 2018 , for cash equivalents, restricted cash equivalents, accounts receivable, other accounts receivable, short-term debt, and accounts payable approximate fair value because of their short-term nature. Cleco applies the provisions of the fair value measurement standard to its non-

recurring, non-financial measurements including business combinations, as well as impairment related to goodwill and other long-lived assets.

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



Cleco
	AT JUNE 30, 2019				AT DEC. 31, 2018
(THOUSANDS)	CARRYING VALUE*		FAIR VALUE		CARRYING VALUE*		FAIR VALUE
Long-term debt	$	3,274,428	$	3,418,882	$	2,889,631	$	2,859,924

* The carrying value of long-term debt does not include deferred issuance costs of $13.0 million at June 30, 2019 , and $10.3 million at December 31, 2018 .



Cleco Power
	AT JUNE 30, 2019				AT DEC. 31, 2018
(THOUSANDS)	CARRYING VALUE*		FAIR VALUE		CARRYING VALUE*		FAIR VALUE
Long-term debt	$	1,390,710	$	1,594,302	$	1,400,930	$	1,517,152

* The carrying value of long-term debt does not include deferred issuance costs of $8.1 million at June 30, 2019 , and $8.3 million at December 31, 2018 .

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

Fair Value Measurements and Disclosures

Cleco classifies assets and liabilities that are measured at their fair value according to three different levels depending on the inputs used in determining fair value.

The following tables disclose for Cleco and Cleco Power the fair value of financial assets and liabilities measured on a recurring basis:



Cleco
	FAIR VALUE MEASUREMENTS AT REPORTING DATE
(THOUSANDS)	AT JUNE 30, 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	$	137,829	$	—	$	137,829	$	—	$	133,722	$	—	$	133,722	$	—
FTRs	17,080		—		—		17,080		23,355		—		—		23,355
Total assets	$	154,909	$	—	$	137,829	$	17,080	$	157,077	$	—	$	133,722	$	23,355
Liability description
FTRs	$	2,415	$	—	$	—	$	2,415	$	468	$	—	$	—	$	468
Other commodity derivatives	2,770		—		2,770		—		—		—		—		—
Total liabilities	$	5,185	$	—	$	2,770	$	2,415	$	468	$	—	$	—	$	468



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



Cleco Power
	FAIR VALUE MEASUREMENTS AT REPORTING DATE
(THOUSANDS)	AT JUNE 30, 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	$	50,493	$	—	$	50,493	$	—	$	55,900	$	—	$	55,900	$	—
FTRs	14,742		—		—		14,742		23,355		—		—		23,355
Total assets	$	65,235	$	—	$	50,493	$	14,742	$	79,255	$	—	$	55,900	$	23,355
Liability description
FTRs	$	832	$	—	$	—	$	832	$	468	$	—	$	—	$	468
Total liabilities	$	832	$	—	$	—	$	832	$	468	$	—	$	—	$	468

The following tables summarize the net changes in the net fair value of FTR assets and liabilities classified as Level 3 in the fair value hierarchy for Cleco and Cleco Power:



Cleco
	FOR THE THREE MONTHS ENDED JUNE 30,						FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2019			2018			2019			2018
Beginning balance	$	7,810		$	4,283		$	22,887		$	7,044
Unrealized (losses) gains*	(2,909		)	2,420			(3,862		)	2,420
Purchases	20,607			25,112			25,844			25,483
Settlements	(10,843		)	(6,682		)	(30,204		)	(9,814		)
Ending balance	$	14,665		$	25,133		$	14,665		$	25,133
* Cleco Power’s unrealized (losses) gains are reported through Accumulated deferred fuel on Cleco’s Condensed Consolidated Balance Sheet. Cleco Cajun’s unrealized (losses) gains are reported through Power purchased for utility customers on Cleco’s Condensed Consolidated Income Statement.



Cleco Power
	FOR THE THREE MONTHS ENDED JUNE 30,						FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2019			2018			2019			2018
Beginning balance	$	4,812		$	4,283		$	22,887		$	7,044
Unrealized (losses) gains*	(2,552		)	2,420			(2,552		)	2,420
Purchases	18,542			25,112			19,828			25,483
Settlements	(6,892		)	(6,682		)	(26,253		)	(9,814		)
Ending balance	$	13,910		$	25,133		$	13,910		$	25,133
* Unrealized (losses) gains are reported through Accumulated deferred fuel on Cleco Power’s Condensed Consolidated Balance Sheet.

The following tables quantify the significant unobservable inputs used in developing the fair value of Level 3 positions as of June 30, 2019 , and December 31, 2018 :



Cleco
	FAIR VALUE				VALUATION TECHNIQUE	SIGNIFICANT UNOBSERVABLE INPUTS	FORWARD PRICE RANGE
(THOUSANDS, EXCEPT FORWARD PRICE RANGE)	ASSETS		LIABILITIES				LOW			HIGH
FTRs at June 30, 2019	$	17,080	$	2,415	RTO auction pricing	FTR price - per MWh	$	(3.15	)	$	4.63
FTRs at Dec. 31, 2018	$	23,355	$	468	RTO auction pricing	FTR price - per MWh	$	(4.40	)	$	15.10



Cleco Power
	FAIR VALUE				VALUATION TECHNIQUE	SIGNIFICANT UNOBSERVABLE INPUTS	FORWARD PRICE RANGE
(THOUSANDS, EXCEPT FORWARD PRICE RANGE)	ASSETS		LIABILITIES				LOW			HIGH
FTRs at June 30, 2019	$	14,742	$	832	RTO auction pricing	FTR price - per MWh	$	(2.15	)	$	4.09
FTRs at Dec. 31, 2018	$	23,355	$	468	RTO auction pricing	FTR price - per MWh	$	(4.40	)	$	15.10

Cleco utilizes different valuation techniques for fair value calculations. In order to measure the fair value for Level 1 assets and liabilities, Cleco obtains the closing price from published indices in active markets for the various instruments and multiplies this price by the appropriate number of

instruments held. Level 2 fair values are determined by obtaining the closing price of similar assets and liabilities from published indices in active markets. Institutional money market funds assets are discounted to the current period using a U.S. Treasury published interest rate as a proxy for a risk-free rate



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q

of return. Level 3 fair values occur in situations in which there is little, if any, market activity for the asset or liability at the measurement date. Cleco’s Level 3 assets and liabilities are valued using RTO auction prices. Cleco has consistently applied the Level 2 and Level 3 fair value techniques from fiscal period to fiscal period. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement.

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

At June 30, 2019 , Cleco and Cleco Power were exposed to concentrations of credit risk through their short-term investments classified as cash equivalents and restricted cash equivalents. The institutional money market funds were reported on Cleco’s Condensed Consolidated Balance Sheets in cash and cash equivalents, current restricted cash and cash equivalents, and non-current restricted cash and cash equivalents of $108.2 million , $10.7 million , and $18.9 million , respectively, at June 30, 2019 , and $103.8 million , $11.2 million , and $18.7 million , respectively, at December 31, 2018 . At Cleco Power, the institutional money market funds were reported on Cleco Power’s Condensed Consolidated Balance Sheets in cash and cash equivalents, current restricted cash and cash equivalents, and non-current restricted cash and cash equivalents of $21.6 million , $10.7 million , and $18.2 million , respectively, at June 30, 2019 , and $26.1 million , $11.2 million , and $18.6 million , respectively, at December 31, 2018 . If the money market funds failed to perform under the terms of the investments, Cleco and Cleco Power would be exposed to a loss of the invested amounts. Collateral on these types of investments is not required by either Cleco or Cleco Power. The Level 2 institutional money market funds asset consists of a single class. In order to capture interest income and minimize risk, cash is invested in money market funds that invest primarily in short-term securities issued by the U.S. Treasury to maintain liquidity and achieve the goal of a net asset value of a dollar. The risks associated with this class are counterparty risk of the fund manager and risk of price volatility associated with the underlying securities of the fund.

The other commodity derivatives are fixed price natural gas forwards that fluctuate in value as underlying natural gas prices change. These contracts contain counterparty credit risk because they are transacted directly with a counterparty and are not cleared on an exchange. These other commodity derivatives are recorded at fair value and categorized as Level 2 because pricing is indexed to other contracts.

Cleco Power and Cleco Cajun’s FTRs were priced using MISO’s monthly auction prices. Forward seasonal periods are not included in every monthly auction; therefore, the average of the most recent seasonal auction prices is used for monthly valuation. FTRs are categorized as Level 3 fair value measurements because the only relevant pricing available comes from MISO auctions, which occur monthly in the Multi-Period Monthly Auction.

During the six months ended June 30, 2019 , and the year ended December 31, 2018 , Cleco did no t experience any transfers between levels within the fair value hierarchy.

Commodity Contracts

The following tables present the fair values of derivative instruments and their respective line items as recorded on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets at June 30, 2019 , and December 31, 2018 :



Cleco
	DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
(THOUSANDS)	BALANCE SHEET LINE ITEM	AT JUNE 30, 2019		AT DEC. 31, 2018
Commodity-related contracts
FTRs:
Current	Energy risk management assets	$	17,080	$	23,355
Current	Energy risk management liabilities	2,415		468
Other commodity derivatives:
Current	Energy risk management liabilities	2,770		—
Commodity-related contracts, net		$	11,895	$	22,887



Cleco Power
	DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
(THOUSANDS)	BALANCE SHEET LINE ITEM	AT JUNE 30, 2019		AT DEC. 31, 2018
Commodity-related contracts
FTRs:
Current	Energy risk management assets	$	14,742	$	23,355
Current	Energy risk management liabilities	832		468
Commodity-related contracts, net		$	13,910	$	22,887

The following tables present the effect of derivatives not designated as hedging instruments on Cleco and Cleco Power’s Condensed Consolidated Statements of Income for the six months ended June 30, 2019 , and 2018 :



Cleco
	AMOUNT OF GAIN(LOSS) RECOGNIZED IN INCOME ON DERIVATIVES
		FOR THE THREE MONTHS ENDED JUNE 30,						FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	INCOME STATEMENT LINE ITEM	2019			2018			2019			2018
Commodity-related contracts
FTRs ⁽¹⁾	Electric operations	$	5,204		$	12,067		$	10,413		$	25,166
FTRs ⁽¹⁾	Power purchased for utility customers	(7,013		)	(1,189		)	(10,337		)	(1,701		)
Other commodity derivatives	Fuel used for electric generation	(2,770		)	—			(2,770		)	—
Total		$	(4,579	)	$	10,878		$	(2,694	)	$	23,465

⁽¹⁾ For the three and six months ended June 30, 2019 , unrealized losses associated with FTRs for Cleco Power of $2.6 million were reported through Accumulated deferred fuel on the balance sheet. For the three and six months ended June 30, 2018 , unrealized gains associated with FTRs for Cleco Power of $2.4 million were reported through Accumulated deferred fuel on the balance sheet.



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



Cleco Power
	AMOUNT OF GAIN(LOSS) RECOGNIZED IN INCOME ON DERIVATIVES
		FOR THE THREE MONTHS ENDED JUNE 30,						FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	INCOME STATEMENT LINE ITEM	2019			2018			2019			2018
Commodity-related contracts
FTRs ⁽¹⁾	Electric operations	$	5,197		$	12,067		$	10,403		$	25,166
FTRs ⁽¹⁾	Power purchased for utility customers	(989		)	(1,189		)	(2,972		)	(1,701		)
Total		$	4,208		$	10,878		$	7,431		$	23,465

⁽¹⁾ For the three and six months ended June 30, 2019 , unrealized losses associated with FTRs of $2.6 million were reported through Accumulated deferred fuel on the balance sheet. For the three and six months ended June 30, 2018 , unrealized gains associated with FTRs of $2.4 million were reported through Accumulated deferred fuel on the balance sheet.

The total volume of FTRs that Cleco Power had outstanding at June 30, 2019 , and December 31, 2018 , was 19.3 million MWh and 8.7 million MWh, respectively. In connection with the Cleco Cajun Transaction, Cleco acquired FTRs. The total volume of FTRs that Cleco had outstanding at June 30, 2019 , and December 31, 2018 , was 31.3 million MWh and 8.7 million MWh, respectively. The total volume of other commodity derivatives Cleco Cajun had outstanding at June 30, 2019 , was 7.8 million MMBtus.

Note 8 — Debt

In connection with the Cleco Cajun Transaction on February 4, 2019, Cleco Holdings borrowed $300.0 million under a new bridge loan agreement and $100.0 million under a new term loan agreement (Acquisition Debt). Both loan agreements are variable rate debt and have a three -year term. Both loan agreements contain certain financial covenants, including requiring Cleco Holdings to maintain (i) a debt to capital ratio (as defined in the applicable agreement) below 65% and (ii) a rating applicable to Cleco’s senior debt rating (as defined in the applicable agreement). Cleco Holdings anticipates that some or all of the variable rate debt may be replaced or repaid with long-term financing, markets permitting, within 12 months of the closing of the Cleco Cajun Transaction. Upon approval of the Cleco Cajun Transaction, commitments were made to the LPSC by Cleco, including repayment of $400.0 million of Cleco Holdings’ debt prior to December 31, 2024. The cumulative minimum principal amounts committed to be repaid for each year through 2024 are as follows:



(THOUSANDS)
For the year ending Dec. 31,
2019	$	66,700
2020	$	132,300
2021	$	200,000
2022	$	266,700
2023	$	332,300
2024	$	400,000

Also, in connection with the Cleco Cajun Transaction, Cleco Holdings increased its credit facility capacity by $75.0 million , for a total capacity of $175.0 million . All other terms remained the same. In addition, in connection with the Cleco Cajun Transaction, Cleco Holdings, on behalf of Cleco Cajun, issued three letters of credit totaling $1.1 million to a capacity agreement customer and a gas transport company. These letters of credit automatically renew each year and have no impact on the Cleco Holdings’ credit facility. At June 30, 2019 , Cleco Holdings had a $34.5 million letter of credit to MISO pursuant to energy market requirements related to Cleco Cajun’s participation in MISO. This letter of credit automatically renews each year and decreases availability under the Cleco Holdings’ credit facility.

Note 9 — Pension Plan and Employee Benefits

Pension Plan and Other Benefits Plan

Employees hired before August 1, 2007, are covered by a non-contributory, defined benefit pension plan. Cleco does not expect to make any contributions to the pension plan in 2019. Cleco Power is the plan sponsor and Support Group is the plan administrator. The plan was amended on February 4, 2019, to include certain former NRG Energy employees, who are now Cleco Cajun employees. The Cleco Cajun employees are eligible to participate as a cash balance participant and are credited with all service that was credited to them under the NRG Pension Plan as of February 4, 2019. Benefits under the plan amendment reflect an employee’s years of service, age at retirement, and accrued benefit at retirement.

Cleco’s retirees may be eligible to receive Other Benefits. Dependents of Cleco’s retirees may also be eligible to receive Other Benefits with the exception of life insurance benefits.

The non-service components of net periodic pension and Other Benefits cost are included in Other income (expense), net within Cleco and Cleco Power’s Condensed Consolidated Statements of Income. The components of net periodic pension and other benefits cost for the three and six months ended June 30, 2019 , and 2018 were as follows:



	PENSION BENEFITS						OTHER BENEFITS
	FOR THE THREE MONTHS ENDED JUNE 30,						FOR THE THREE MONTHS ENDED JUNE 30,
(THOUSANDS)	2019			2018			2019			2018
Components of periodic benefit costs
Service cost	$	2,140		$	2,361		$	280		$	338
Interest cost	5,593			5,472			400			357
Expected return on plan assets	(6,629		)	(5,938		)	—			—
Amortizations
Prior period service credit	(18		)	(18		)	—			—
Net loss (gain)	2,050			2,960			(35		)	5
Net periodic benefit cost	$	3,136		$	4,837		$	645		$	700



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



	PENSION BENEFITS						OTHER BENEFITS
	FOR THE SIX MONTHS ENDED JUNE 30,						FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2018			2017			2018			2017
Components of periodic benefit costs
Service cost	$	4,207		$	4,753		$	568		$	675
Interest cost	11,243			10,654			800			715
Expected return on plan assets	(13,251		)	(11,875		)	—			—
Amortizations
Prior period service credit	(36		)	(36		)	—			—
Net loss (gain)	3,925			5,921			(80		)	10
Net periodic benefit cost	$	6,088		$	9,417		$	1,288		$	1,400

Because Cleco Power is the pension plan sponsor and the related trust holds the assets, the net unfunded status of the pension plan is reflected at Cleco Power. The liability of Cleco’s other subsidiaries is transferred with a like amount of assets to Cleco Power monthly. The expense of the pension plan related to Cleco’s other subsidiaries for the three and six months ended June 30, 2019 , was $0.6 million and $1.1 million , respectively. The expense of the pension plan related to Cleco’s other subsidiaries for the three and six months ended June 30, 2018 , was $0.5 million and $1.0 million , respectively.

Cleco Holdings is the plan sponsor for the other benefit plans. There are no assets set aside in a trust, and the liabilities are reported on the individual subsidiaries’ financial statements. The expense related to other benefits reflected in Cleco Power’s Condensed Consolidated Statements of Income for the three and six months ended June 30, 2019 , was $0.7 million and $1.5 million , respectively. The expense related to other benefits reflected in Cleco Power’s Condensed Consolidated Statements of Income for the three and six months ended June 30, 2018 , was $0.8 million and $1.6 million , respectively. The current and non-current portions of the other benefits liability for Cleco and Cleco Power at June 30, 2019 , and December 31, 2018 , were as follows:



Cleco
(THOUSANDS)	AT JUNE 30, 2019		AT DEC. 31, 2018
Current	$	4,130	$	4,130
Non-current	$	35,690	$	36,325



Cleco Power
(THOUSANDS)	AT JUNE 30, 2019		AT DEC. 31, 2018
Current	$	3,584	$	3,584
Non-current	$	31,300	$	31,694

SERP

Certain Cleco officers are covered by SERP. Cleco does not fund the SERP liability, but instead pays for current benefits out of the general funds available. Cleco Power has formed a rabbi trust. The life insurance policies issued on SERP participants designate the rabbi trust as the beneficiary. Market conditions could have a significant impact on the cash surrender value of the life insurance policies. Proceeds from the life insurance policies are expected to be used to pay the SERP participants’ death benefits, as well as future SERP payments. However, because SERP is a non-qualified plan, the assets of the trust could be used to satisfy general creditors of Cleco Power in the event of insolvency. All SERP benefits are paid out of the general cash available of the respective companies that employed the officer. Cleco Power is the plan sponsor and Support Group is the plan administrator.

The non-service components of net periodic benefit cost related to SERP are included in Other income (expense), net within Cleco and Cleco Power’s Condensed Consolidated Statements of Income. The components of the net SERP for the three and six months ended June 30, 2019 , and 2018 were as follows:



	FOR THE THREE MONTHS ENDED JUNE 30,						FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2019			2018			2019			2018
Components of periodic benefit costs
Service cost	$	52		$	166		$	165		$	271
Interest cost	838			1,004			1,663			1,764
Amortizations
Prior period service credit	(35		)	(47		)	(70		)	(81		)
Net loss	370			647			762			1,232
Net periodic benefit cost	$	1,225		$	1,770		$	2,520		$	3,186

The expense related to SERP reflected on Cleco Power’s Condensed Consolidated Statements of Income for the three and six months ended June 30, 2019 , was $0.1 million and $0.4 million , respectively. The expense related to SERP reflected on Cleco Power’s Condensed Consolidated Statements of Income for the three and six months ended June 30, 2018 , was $0.4 million and $0.7 million , respectively.

Liabilities relating to SERP are reported on the individual subsidiaries’ financial statements. The current and non-current portions of the SERP liability for Cleco and Cleco Power at June 30, 2019 , and December 31, 2018 , were as follows:



Cleco
(THOUSANDS)	AT JUNE 30, 2019		AT DEC. 31, 2018
Current	$	4,478	$	4,478
Non-current	$	73,479	$	73,936



Cleco Power
(THOUSANDS)	AT JUNE 30, 2019		AT DEC. 31, 2018
Current	$	930	$	930
Non-current	$	11,844	$	12,025

401(k) Plan

Cleco’s 401(k) Plan is intended to provide active, eligible employees with voluntary, long-term savings and investment opportunities. The 401(k) Plan is a defined contribution plan and is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974. In accordance with the 401(k) Plan, employer contributions are made in the form of cash. Cash contributions are invested in proportion to the participant’s voluntary contribution investment choices.



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q

Participation in the Plan is voluntary, and active Cleco employees are eligible to participate. Cleco’s 401(k) Plan was amended upon the close of the Cleco Cajun Transaction to include Cleco Cajun employees. Cleco’s 401(k) Plan expense for the three and six months ended June 30, 2019 , and 2018 was as follows:



	FOR THE THREE MONTHS ENDED JUNE 30,				FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2019		2018		2019		2018
401(k) Plan expense	$	1,792	$	1,229	$	4,059	$	3,292

Cleco Power is the plan sponsor for the 401(k) Plan. The expense of the 401(k) Plan related to Cleco’s other subsidiaries for the three and six months ended June 30, 2019 , and 2018 was as follows:



	FOR THE THREE MONTHS ENDED JUNE 30,				FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2019		2018		2019		2018
401(k) Plan expense	$	821	$	209	$	1,752	$	611

Note 10 — Income Taxes

Effective Tax Rates

The following tables summarize the effective income tax rates for Cleco and Cleco Power for the three and six months ended June 30, 2019 , and 2018 :



Cleco
	FOR THE THREE MONTHS ENDED JUNE 30,				FOR THE SIX MONTHS ENDED JUNE 30,
	2019		2018		2019		2018
Effective tax rate	21.5	%	22.9	%	21.9	%	22.3	%



Cleco Power
	FOR THE THREE MONTHS ENDED JUNE 30,				FOR THE SIX MONTHS ENDED JUNE 30,
	2019		2018		2019		2018
Effective tax rate	22.1	%	24.2	%	22.4	%	23.9	%

For the three and six months ended June 30, 2019 , and 2018 , the effective income tax rates for both Cleco and Cleco Power were different than the federal statutory rate primarily due to permanent tax differences; the flowthrough of tax benefits, including AFUDC equity; and state tax expense.

Net Operating Loss

For the 2019 tax year, Cleco is expected to create approximately $587.3 million and $144.1 million of federal and state net operating losses, respectively, primarily due to the Cleco Cajun Transaction.

The federal net operating loss may be carried forward indefinitely, and the state net operating loss carryforwards will begin to expire in 2039.

Cleco considers it more likely than not that these income tax losses will be utilized to reduce future income tax payments, and the entire net operating loss carryforward will be utilized within the statutory deadlines.

Uncertain Tax Positions

Cleco classifies all interest related to uncertain tax positions as a component of interest payable and interest expense. At June 30, 2019 , and December 31, 2018 , Cleco and Cleco Power had no interest payable related to uncertain tax positions. For the three and six months ended June 30, 2019 , and 2018 , Cleco and Cleco Power had no interest expense related to uncertain tax positions.

At June 30, 2019 , Cleco had no liability for uncertain tax positions. Cleco estimates that it is reasonably possible that the balance of unrecognized tax benefits as of June 30, 2019 , for Cleco and Cleco Power would be unchanged in the next 12 months. The settlement of open tax years could involve the payment of additional taxes, and/or the recognition of tax benefits, which may have an effect on Cleco’s effective tax rate.

The federal income tax years that remain subject to examination by the Internal Revenue Service are 2015, 2016, and 2017.

Cleco participates in the IRS’s Compliance Assurance Process in which financial results are examined and agreed upon prior to filing the federal consolidated tax return.

The state income tax years that remain subject to examination by the Louisiana Department of Revenue are 2015, 2016, and 2017.

Cleco classifies income tax penalties as a component of other expense. For the three and six months ended June 30, 2019 , and 2018 , no penalties were recognized.

Note 11 — Disclosures about Segments

Cleco’s reportable segments are based on its method of internal reporting, which disaggregates business units by its first-tier subsidiary. Cleco’s reportable segments are Cleco Power and Cleco Cajun.

Each reportable segment engages in business activities from which it earns revenue and incurs expenses. Segment managers report periodically to Cleco’s CEO with discrete financial information and, at least quarterly, present discrete financial information to Cleco and Cleco Power’s Boards of Managers. The reportable segment prepares budgets that are presented to and approved by Cleco and Cleco Power’s Boards of Managers. The column shown as Other in the following tables includes the holding company, a shared services subsidiary, an investment subsidiary, and a subsidiary formed to facilitate the Cleco Cajun Transaction. Upon the completion of the Cleco Cajun Transaction on February 4, 2019, Cleco Cajun became a new reportable segment. For more information on the transaction, see Note 2 — “Business Combination.”

The financial results in the following tables are presented on an accrual basis. The historical segment information was not recast because the Cleco Cajun segment only consists of the newly acquired business. There were no other changes to Cleco’s existing reportable segments. Management evaluates the performance of its segment and allocates resources to it based on segment profit and the requirements to implement new strategic initiatives and projects to meet current business objectives. Material intercompany transactions occur on a regular basis. These intercompany transactions relate primarily to joint and common administrative support services.



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



SEGMENT INFORMATION FOR THE THREE MONTHS ENDED JUNE 30,
2019 (THOUSANDS)	CLECO POWER			CLECO CAJUN			OTHER			ELIMINATIONS			CONSOLIDATED
Revenue
Electric operations	$	265,924		$	101,962		$	(2,420	)	$	—		$	365,466
Other operations	15,404			29,917			—			(2,954		)	42,367
Affiliate revenue	337			—			23,012			(23,349		)	—
Electric customer credits	(8,693		)	(1,267		)	—			—			(9,960		)
Operating revenue, net	$	272,972		$	130,612		$	20,592		$	(26,303	)	$	397,873
Depreciation and amortization	$	39,330		$	10,136		$	2,070		$	(1	)	$	51,535
Interest income	$	867		$	368		$	197		$	(157	)	$	1,275
Interest charges, net	$	17,370		$	—		$	18,626		$	(156	)	$	35,840
Federal and state income tax expense (benefit)	$	13,978		$	4,028		$	(5,725	)	$	—		$	12,281
Net income (loss)	$	49,356		$	12,926		$	(17,537	)	$	1		$	44,746



2018 (THOUSANDS)	CLECO POWER			OTHER			ELIMINATIONS			CONSOLIDATED
Revenue
Electric operations	$	296,633		$	(2,420	)	$	—		$	294,213
Other operations	18,685			—			—			18,685
Affiliate revenue	220			17,273			(17,493		)	—
Electric customer credits	(13,637		)	—			—			(13,637		)
Operating revenue, net	$	301,901		$	14,853		$	(17,493	)	$	299,261
Depreciation and amortization	$	39,720		$	2,086		$	1		$	41,807
Interest income	$	1,313		$	152		$	(38	)	$	1,427
Interest charges, net	$	18,107		$	13,843		$	(41	)	$	31,909
Federal and state income tax expense (benefit)	$	13,710		$	(6,045	)	$	—		$	7,665
Net income (loss)	$	43,020		$	(17,182	)	$	1		$	25,839



SEGMENT INFORMATION FOR THE SIX MONTHS ENDED JUNE 30,
2019 (THOUSANDS)	CLECO POWER			CLECO CAJUN			OTHER			ELIMINATIONS			CONSOLIDATED
Revenue
Electric operations	$	523,100		$	160,156		$	(4,840	)	$	—		$	678,416
Other operations	34,833			49,883			2			(2,954		)	81,764
Affiliate revenue	637			—			49,547			(50,184		)	—
Electric customer credits	(16,853		)	(1,267		)	—			—			(18,120		)
Operating revenue, net	$	541,717		$	208,772		$	44,709		$	(53,138	)	$	742,060
Depreciation and amortization	$	81,707		$	15,546		$	4,139		$	(1	)	$	101,391
Interest income	$	1,860		$	622		$	614		$	(329	)	$	2,767
Interest charges	$	34,515		$	—		$	35,654		$	(330	)	$	69,839
Federal and state income tax expense (benefit)	$	21,976		$	7,557		$	(11,265	)	$	(1	)	$	18,267
Net income (loss)	$	76,068		$	23,982		$	(34,747	)	$	—		$	65,303
Additions to property, plant, and equipment	$	147,696		$	2,672		$	1,095		$	—		$	151,463
Equity investment in investees ⁽¹⁾	$	18,172		$	—		$	—		$	—		$	18,172
Goodwill ⁽¹⁾	$	1,490,797		$	—		$	—		$	—		$	1,490,797
Total segment assets ⁽¹⁾	$	5,931,335		$	1,048,891		$	559,660		$	(34,875	)	$	7,505,011
⁽¹⁾ Balances as of June 30, 2019



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q



2018 (THOUSANDS)	CLECO POWER			OTHER			ELIMINATIONS			CONSOLIDATED
Revenue
Electric operations	$	561,264		$	(4,840	)	$	—		$	556,424
Other operations	40,880			1			—			40,881
Affiliate revenue	428			32,942			(33,370		)	—
Electric customer credits	(21,284		)	—			—			(21,284		)
Operating revenue, net	$	581,288		$	28,103		$	(33,370	)	$	576,021
Depreciation and amortization	$	80,109		$	4,205		$	—		$	84,314
Interest income	$	1,953		$	342		$	(84	)	$	2,211
Interest charges	$	35,763		$	27,392		$	(88	)	$	63,067
Federal and state income tax expense (benefit)	$	21,707		$	(11,180	)	$	1		$	10,528
Net income (loss)	$	69,024		$	(32,324	)	$	—		$	36,700
Additions to property, plant, and equipment	$	135,334		$	368		$	—		$	135,702
Equity investment in investees ⁽¹⁾	$	18,172		$	—		$	—		$	18,172
Goodwill ⁽¹⁾	$	1,490,797		$	—		$	—		$	1,490,797
Total segment assets ⁽¹⁾	$	5,839,853		$	633,756		$	(36,795	)	$	6,436,814
⁽¹⁾ Balances as of December 31, 2018

Note 12 — Regulation and Rates

At June 30, 2019 , Provision for rate refund on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets consisted primarily of $47.5 million for the estimated refund for the tax-related benefits from the TCJA, $2.4 million for the cost of service savings refund, and $1.9 million for potential reductions to the transmission ROE.

Transmission ROE

Two complaints were filed with FERC seeking to reduce the ROE component of the transmission rates that MISO transmission owners, including Cleco, may collect under the MISO tariff. As of June 30, 2019 , Cleco Power h ad $1.9 million accrued for potential ROE reductions. For more information on the ROE complaints, see Note 14 — “Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees — Litigation — Transmission ROE.”

FRP

Cleco Power’s annual retail earnings are subject to an FRP that was approved by the LPSC in June 2014. Under the terms of Cleco Power’s current FRP, Cleco Power is allowed to earn a target ROE of 10.0% , while providing the opportunity to earn up to 10.9% . Additionally, 60.0% of retail earnings between 10.9% and 11.75% , and all retail earnings over 11.75% , are required to be refunded to customers. The amount of credits due to customers, if any, is determined by Cleco Power and the LPSC, annually. Credits are typically included on customers’ bills the following summer, but the amount and timing of the refunds are ultimately subject to LPSC approval. On June 28, 2019, Cleco Power filed an application with the LPSC for a new FRP, with anticipated new rates being effective July 1, 2020.

Cleco Power must file annual monitoring reports no later than October 31 for the 12-month period ending June 30. On October 31, 2017, Cleco Power filed its monitoring report for the 12-month period ended June 30, 2017, which indicated that no refund was due as a result of the FRP and $1.2 million was due as a result of the cost of service savings from the 2016 Merger Commitments. Cleco Power expects the LPSC to approve the 2017 FRP monitoring report in the fourth quarter of 2019. The $1.2 million cost of service savings from the 2016 Merger Commitments were refunded in September 2018.

On October 31, 2018, Cleco Power filed its monitoring report for the 12-month period ended June 30, 2018, which

indicated that no refund was due as a result of the FRP and $1.2 million of cost of service savings refunds are due to be returned to eligible customers. On December 21, 2018, Cleco Power responded to the first set of data requests for the 2018 monitoring report. Cleco Power expects to file its monitoring report for the 12-month period ended June 30, 2019, on or before October 31, 2019, which is expected to indicate $1.2 million of cost of service savings refunds are due to be returned to eligible customers. At June 30, 2019 , Cleco Power had $2.4 million accrued for the estimated cost of service savings refunds.

TCJA

The provisions of the TCJA reduced the top federal statutory corporate income tax rate from 35% to 21%. As a result of the tax rate reduction, on January 1, 2018, Cleco Power began accruing an estimated reserve for the reduction in the federal statutory corporate income tax rate. In February 2018, the LPSC directed utilities, including Cleco Power, to provide considerations of the appropriate manner to flowthrough to ratepayers the benefits of the reduction in corporate income taxes as a result of the TCJA. After various filings and settlement discussions, on July 10, 2019, the LPSC approved Cleco Power’s rate refund of $79.2 million , plus interest, for the reduction in the statutory federal tax rate for the period from January 2018 to June 2020. The refund will be credited to customers over 12 months beginning August 1, 2019. At June 30, 2019 , Cleco Power had $47.5 million accrued for the estimated federal tax-related benefits from the TCJA and $3.0 million accrued for related interest.

Also, on July 10, 2019, the LPSC approved Cleco Power’s motion to address the rate redesign and the regulatory liability for excess ADIT, resulting from the enactment of the TCJA, in Cleco Power’s application for its next FRP, which was filed on June 28, 2019.

SSR

In September 2016, Cleco Power filed an Attachment Y with MISO requesting retirement of Teche Unit 3 effective April 1, 2017. MISO conducted a study which determined the proposed retirement of Teche Unit 3 would result in violations of specific applicable reliability standards for which no mitigation is available. As a result, MISO designated Teche Unit 3 as an SSR unit until such time that an appropriate alternative solution could be implemented to mitigate reliability issues. One mitigating factor identified was Cleco Power’s



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q

Terrebonne to Bayou Vista Transmission project. The Terrebonne to Bayou Vista project was completed in April 2019. Cleco Power received a termination notice, effective April 30, 2019, and filed paperwork to withdraw the filed Attachment Y. While operating as an SSR unit, Cleco Power received monthly payments that included recovery of expenses, including capital expenditures, related to the operations of Teche Unit 3. Additionally, MISO allocated SSR costs to the load serving entities that required the operation of the SSR unit, including Cleco Power. These payments and cost allocations were finalized as part of a MISO SSR settlement approved in December 2018. Cleco Power operated Teche Unit 3 as an SSR unit from April 2017 until April 2019.

After the end of the final SSR agreement, which was terminated on April 30, 2019, Cleco Power expects Teche Unit 3 to be available to run until the estimated 2021 in-service date of Bayou Vista to Segura Transmission project, at which time, Cleco Power does not expect to offer the unit into MISO, barring any grid or customer reliability issues or other similar reasons. At June 30, 2019 , Cleco Power had $6.1 million accrued for the net capital refund for capital expenditures paid for by third parties. As part of the settlement, one of the load serving entities agreed to reimburse Cleco Power for their portion of the capital refund. Management is unable to determine the timing of the capital refund.

Note 13 — Variable Interest Entities

Cleco and Cleco Power apply the equity method of accounting to report the investment in Oxbow in the consolidated financial statements. Under the equity method, the assets and liabilities of this entity are reported as Equity investment in investee on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets. The revenue and expenses (excluding income taxes) of this entity are netted and reported as equity income or loss from investees on Cleco and Cleco Power’s Condensed Consolidated Statements of Income.

Oxbow is owned 50% by Cleco Power and 50% by SWEPCO. Cleco Power is not the primary beneficiary because it shares the power to control Oxbow’s significant activities with SWEPCO. Cleco Power’s current assessment of its maximum exposure to loss related to Oxbow at June 30, 2019 , consisted of its equity investment of $18.2 million .

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



INCEPTION TO DATE (THOUSANDS)	AT JUNE 30, 2019			AT DEC. 31, 2018
Purchase price	$	12,873		$	12,873
Cash contributions	6,399			6,399
Dividends	(1,100		)	(1,100		)
Total equity investment in investee	$	18,172		$	18,172

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



(THOUSANDS)	AT JUNE 30, 2019		AT DEC. 31, 2018
Oxbow’s net assets/liabilities	$	36,345	$	36,345
Cleco Power’s 50% equity	$	18,172	$	18,172
Cleco Power’s maximum exposure to loss	$	18,172	$	18,172

The following table contains summarized financial information for Oxbow:



	FOR THE THREE MONTHS ENDED JUNE 30,				FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2019		2018		2019		2018
Operating revenue	$	2,381	$	1,057	$	4,339	$	1,920
Operating expenses	2,381		1,057		4,339		1,920
Income before taxes	$	—	$	—	$	—	$	—

DHLC mines lignite reserves at Oxbow through the Amended Lignite Mining Agreement. The lignite reserves are intended to be used to provide fuel to the Dolet Hills Power Station.

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

Note 14 — Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees

Litigation

2016 Merger

In connection with the 2016 Merger, four actions were filed in the 9th Judicial District Court for Rapides Parish, Louisiana and three actions were filed in the Civil District Court for Orleans Parish, Louisiana. The petitions in each action generally alleged, among other things, that the members of Cleco Corporation’s Board of Directors breached their fiduciary duties by, among other things, conducting an allegedly inadequate sale process, agreeing to the 2016 Merger at a price that allegedly undervalued Cleco, and failing to disclose material information about the 2016 Merger. The petitions also alleged that Cleco Partners, Cleco Corporation, Merger Sub, and in some cases, certain of the investors in Cleco Partners, either aided and abetted or entered into a civil conspiracy to advance those supposed breaches of duty. The petitions seek various remedies, including monetary damages, which includes attorneys’ fees and expenses.

The four actions filed in the 9th Judicial District Court for Rapides Parish are captioned as follows:


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


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


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


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

In November 2014, the plaintiff in the Braunstein action moved for a dismissal of the action without prejudice, and that motion was granted in November 2014. In December 2014, the Court consolidated the remaining three actions and appointed interim co-lead counsel. Also, in December 2014, the plaintiffs in the consolidated action filed a Consolidated Amended Verified Derivative and Class Action Petition for Damages and Preliminary and Permanent Injunction (the Consolidated Amended Petition). The consolidated action named Cleco Corporation, its directors, Cleco Partners, and Merger Sub as defendants. The Consolidated Amended Petition alleged, among other things, that Cleco Corporation’s directors



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q

breached their fiduciary duties to Cleco’s shareholders and grossly mismanaged Cleco by approving the 2016 Merger Agreement because it allegedly did not value Cleco adequately, failing to structure a process through which shareholder value would be maximized, engaging in self-dealing by ignoring conflicts of interest, and failing to disclose material information about the 2016 Merger. The Consolidated Amended Petition further alleged that all defendants conspired to commit the breaches of fiduciary duty. Cleco believes that the allegations of the Consolidated Amended Petition are without merit and that it has substantial meritorious defenses to the claims set forth in the Consolidated Amended Petition.

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


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


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


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

Both the Butler and Cashen actions name Cleco Corporation, its directors, Cleco Partners, Merger Sub, MIRA, BCI, and John Hancock Financial as defendants. The Creative Life Services action names Cleco Corporation, its directors, Cleco Partners, Merger Sub, MIRA, and Macquarie Infrastructure Partners III, L.P., as defendants. In December 2014, the plaintiff in the Butler action filed an Amended Class Action Petition for Damages. Each petition alleged, among other things, that the members of Cleco Corporation’s Board of Directors breached their fiduciary duties to Cleco’s shareholders by approving the Merger Agreement because it allegedly did not value Cleco adequately, failing to structure a process through which shareholder value would be maximized and engaging in self-dealing by ignoring conflicts of interest. The Butler and Creative Life Services petitions also allege that the directors breached their fiduciary duties by failing to disclose material information about the 2016 Merger. Each petition further alleged that Cleco, Cleco Partners, Merger Sub, and certain of the investors in Cleco Partners aided and abetted the directors’ breaches of fiduciary duty. In December 2014, the directors and Cleco filed declinatory exceptions in each action on the basis that each action was improperly brought in Orleans Parish and should either be transferred to the 9th Judicial District Court for Rapides Parish or dismissed. Also, in December 2014, the plaintiffs in each action jointly filed a motion to consolidate the three actions pending in Orleans Parish and to appoint interim co-lead plaintiffs and co-lead counsel. In January 2015, the Court in the Creative Life Services case sustained the defendants’ declinatory exceptions and dismissed the case so that it could be transferred to the 9th Judicial District Court for Rapides Parish. In February 2015, the plaintiffs in Butler and Cashen also consented to the dismissal of their cases from Orleans Parish so they could be transferred to the 9th Judicial District Court for Rapides Parish.

In February 2015, the 9th Judicial District Court for Rapides Parish held a hearing on a motion for preliminary injunction filed by plaintiffs Moore , L’Herisson , and Trahan seeking to enjoin the shareholder vote for approval of the Merger Agreement. Following the hearing, the Court denied the plaintiffs’ motion. In June 2015, three of the plaintiffs filed their Second Consolidated Amended Verified Derivative and

Class Action Petition. This will be considered according to a schedule established by the 9th Judicial District Court for Rapides Parish. Cleco filed exceptions seeking dismissal of the amended petition in July 2015.

In March 2016 and May 2016, the plaintiffs filed their Third Consolidated Amended Verified Derivative Petition for Damages and Preliminary and Permanent Injunction and their Fourth Verified Consolidated Amended Class Action Petition, respectively. The fourth petition eliminated the request for preliminary and permanent injunction and also named an additional executive officer as a defendant. Cleco filed exceptions seeking dismissal of the amended Petition. A hearing was held in September 2016, and the District Court granted the exceptions filed by Cleco and dismissed all claims asserted by the former shareholders. The plaintiffs appealed the District Court’s ruling to the Louisiana Third Circuit Court of Appeal. The Third Circuit Court of Appeal heard oral arguments in the case in September 2017. In December 2017, the Third Circuit Court of Appeal issued an order reversing and remanding the case to the District Court for further proceedings. In January 2018, Cleco filed a writ with the Louisiana Supreme Court seeking review of the Third Circuit Court of Appeal’s decision. The writ was denied in March 2018 and the parties are engaged in discovery in the District Court. In November 2018, Cleco filed exceptions of no cause of action and res judicata, seeking to dismiss all claims. The District Court denied the exceptions on January 14, 2019. A hearing on the plaintiffs’ request for certification of a class is scheduled for August 26, 2019. Cleco believes that the allegations of the petitions in each action are without merit and that it has substantial meritorious defenses to the claims set forth in each of the petitions.

Gulf Coast Spinning

In September 2015, a potential customer sued Cleco for failure to fully perform an alleged verbal agreement to lend or otherwise fund its startup costs to the extent of $6.5 million . Gulf Coast Spinning Company, LLC (Gulf Coast), the primary plaintiff, alleges that Cleco promised to assist it in raising approximately $60.0 million , which Gulf Coast needed to construct a cotton spinning facility near Bunkie, Louisiana. According to the petition filed by Gulf Coast in the 12 ^th Judicial District Court for Avoyelles Parish, Louisiana (the “District Court”), Cleco made such promises of funding assistance in order to cultivate a new industrial electric customer which would increase its revenues under a power supply agreement that it executed with Gulf Coast. Gulf Coast seeks unspecified damages arising from its inability to raise sufficient funds to complete the project, including lost profits.

Cleco filed an Exception of No Cause of Action arguing that the case should be dismissed. The District Court denied Cleco’s exception in December 2015, after considering briefs and arguments. In January 2016, Cleco appealed the District Court’s denial of its exception by filing with the Third Circuit Court of Appeal. In June 2016, the Third Circuit Court of Appeal denied the request to have the case dismissed. In July 2016, Cleco filed a writ to the Louisiana Supreme Court seeking a review of the District Court’s denial of Cleco’s exception. In November 2016, the Louisiana Supreme Court denied Cleco’s writ application.

In February 2016, the parties agreed to a stay of all proceedings pending discussions concerning settlement. In May 2016, the District Court lifted the stay at the request of Gulf Coast. The parties are currently participating in discovery.



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CLECO POWER		2019 2ND QUARTER FORM 10-Q

Cleco believes the allegations of the petition are contradicted by the written documents executed by Gulf Coast, are otherwise without merit, and that it has substantial meritorious defenses to the claims alleged by Gulf Coast.

Sabine River Flood

In March 2017, Cleco was served with a summons in Perry Bonin, Ace Chandler, and Michael Manuel, et al v. Sabine River Authority of Texas and Sabine River Authority of Louisiana , No. B-160173-C. The action was filed in the 163rd Judicial District Court for Orange County, Texas, and relates to flooding that occurred in Texas and Louisiana in March 2016. The plaintiffs have alleged that the flooding was the result of the release of water from the Toledo Bend spillway gates into the Sabine River. While the plaintiffs have made numerous allegations, they have specifically alleged that Cleco Power, included as one of several companies and governmental bodies, failed to repair one of the two hydroelectric generators at the Toledo Bend Dam, which in turn contributed to the flooding. Cleco Power does not operate the hydroelectric generator.

The suit was removed to federal court in Texas. The new federal case is Perry Bonin, et al. v. Sabine River Authority of Texas et al. , No. 17-cv-134, U.S. District Court for the Eastern District of Texas ( Bonin Case ). The plaintiffs moved to remand the case to state court, but the district court found that the case raises a substantial federal question and denied the motion to remand. Cleco Power, along with its co-defendants, filed a motion to dismiss on various grounds, primarily arguing that the plaintiffs’ claims are preempted because they infringe on FERC’s exclusive control of dam operations. The district court granted the motion to dismiss in part, declining to rule on some of the arguments raised by the defendants, and granted the plaintiffs leave to amend their complaint. The plaintiffs filed a Fifth Amended Complaint in March 2018. Cleco Power filed a new motion to dismiss the plaintiffs’ claims.

In March 2018, approximately 26 other individual plaintiffs filed a petition against Cleco Power and other defendants in Larry Addison, et al. v. Sabine River Authority of Texas, et al. , No. D180096-C. The action was filed in the 260th Judicial District Court for Orange County, Texas. The defendants removed the case to federal court in April 2018. The new federal case is Larry Addison, et al. v. Sabine River Authority of Texas, et al ., No. 18-cv-153, U.S. District Court for the Eastern District of Texas. The allegations are essentially identical to those in the Bonin Case . Also, in April 2018, Cleco Power filed a motion to dismiss on the same grounds that previously were successful in the Bonin Case . In July 2018, the district court entered an order consolidating the Addison Case with the Bonin Case. Management believes that both cases, as they relate to Cleco Power, have no merit. In August 2018, the Judge entered an order requiring the plaintiffs to file a more definitive statement to clarify the plaintiffs’ claims. In response thereto, the plaintiffs filed a Sixth Amended Petition in September 2018. Cleco Power filed a response in October 2018. All claims were dismissed against Cleco Power by ruling of the Judge on March 18, 2019. The plaintiffs filed an appeal of the dismissal with the United States Court of Appeals for the Fifth Circuit.

Dispute with Saulsbury Industries

In October 2018, Cleco Power sued Saulsbury Industries, Inc., the former general contractor for the St. Mary Clean Energy Center project, seeking damages for Saulsbury Industries, Inc.’s failure to complete the St. Mary Clean Energy Center

project on time and for costs incurred by Cleco Power in hiring a replacement general contractor. The action was filed in the 9th Judicial District Court for Rapides Parish, No. 263339. Saulsbury Industries, Inc. removed the case to the U.S. District Court for the Western District of Louisiana, on March 1, 2019.

In January 2019, Cleco Power was served with a summons in Saulsbury Industries, Inc. v. Cabot Corporation and Cleco Power LLC , in the U.S. District Court for the Western District of Louisiana. Saulsbury Industries, Inc. alleges that Cleco Power and Cabot Corporation caused the delays in the St. Mary Clean Energy Center project, resulting in significant impact to Saulsbury Industries, Inc.’s direct and indirect costs. On June 5, 2019, Cleco Power and Cabot each filed separate motions to dismiss. No ruling has been made on the motions.

LPSC Audits

Fuel Audit

Generally, the cost of fuel used for electric generation and the cost of power purchased for utility customers are recovered through the LPSC-established FAC, which enables Cleco Power to pass on to its customers substantially all such charges. Recovery of FAC costs is subject to periodic fuel audits by the LPSC. The LPSC FAC General Order issued in November 1997, in Docket No. U-21497 provides that an audit of FAC filings will be performed at least every other year. In March 2018, Cleco Power received notice of an FAC audit from the LPSC for the period of January 2016, to December 2017. The total amount of fuel expense included in the audit was $536.2 million . In August 2018, LPSC Staff issued its audit report, which recommended no disallowance of fuel costs. On April 26, 2019, the report was approved by the LPSC. Cleco Power has FAC filings for January 2018 and thereafter that remain 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. Historically, the disallowances have not been material. If a disallowance of fuel cost is ordered resulting in a refund, any such refund could have a material adverse effect on the results of operations, financial condition or cash flows of the Registrants.

Environmental Audit

In 2009, the LPSC issued Docket No. U-29380 Subdocket A, which provides for an EAC to recover from customers certain costs of environmental compliance. The costs eligible for recovery are prudently incurred air emissions credits associated with complying with federal, state, and local air emission regulations that apply to the generation of electricity reduced by the sale of such allowances. Also eligible for recovery are variable emission mitigation costs, which are the costs of reagents such as ammonia and limestone that are a part of the fuel mix used to reduce air emissions, among other things. In May 2018, Cleco Power received notice of an EAC audit from the LPSC for the period of January 2016 to December 2017, and Cleco Power has responded to several sets of data requests. The total amount of environmental expense included in this audit is $30.7 million . On July 16, 2019, LPSC Staff issued its audit report, which recommended no disallowance of environmental cost. The report is expected to be approved in the third quarter of 2019. Cleco Power has EAC filings from January 2018 that remain subject to audit. Historically, the disallowances have not been material. If a disallowance of environmental cost is ordered resulting in a refund to Cleco Power’s customers, any such refund could



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CLECO POWER		2019 2ND QUARTER FORM 10-Q

have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

Cleco Power incurs environmental compliance expenses for reagents associated with the compliance standards of Mercury and Air Toxics Standards (MATS). In June 2015, the U.S. Supreme Court remanded the MATS rule to the D.C. Circuit Court of Appeals. In December 2015, the D.C. Circuit Court of Appeals remanded the rule to the EPA; however, the D.C. Circuit Court of Appeals did not vacate this rule. In April 2016, the EPA released a final supplemental finding that, even considering costs, it is appropriate and necessary to regulate hazardous air pollutants. By the June 2016 deadline, six petitions were filed with the U.S. Court of Appeals for the D.C. Circuit Court of Appeals for review of the EPA’s findings. At the request of the EPA, in April 2017, the court issued an order holding the cases in abeyance pending the EPA’s review of its supplemental finding. These expenses are also eligible for recovery through Cleco Power’s EAC and are subject to periodic review by the LPSC.

FERC Audit

Generally, Cleco Power records wholesale transmission revenue through Attachment O of the MISO tariff and certain grandfathered agreements. These rates are subject to periodic audits by FERC. In March 2018, the Division of Audits and Accounting, within the Office of Enforcement of FERC, initiated an audit of Cleco Power for the period of January 1, 2014, to the present. Cleco Power has responded to several sets of data requests. A final report is expected in the third quarter of 2019. Management is unable to determine the outcome or timing of the audit.

Transmission ROE

A complaint was filed with FERC seeking to reduce the ROE component of the transmission rates that MISO transmission owners, including Cleco, may collect under the MISO tariff. The complaint sought to reduce the 12.38% ROE used in MISO’s transmission rates to a proposed 6.68% .

The complaint, filed in February 2015, was for the period February 2015 through May 2016. In June 2016, an administrative law judge issued an initial decision in the second rate case docket recommending a 9.70% base ROE. Cleco Power is unable to determine when a binding FERC order will be issued on the second ROE complaint.

In November 2014, the MISO transmission owners committee, of which Cleco is a member, filed a request with FERC for an incentive to increase the new ROE by 50 basis points for RTO participation as allowed by the MISO tariff. In January 2015, FERC granted the request. The collection of the adder is delayed until the resolution of the ROE complaint proceedings.

As of June 30, 2019 , Cleco Power had $1.9 million accrued for potential ROE reductions. Management believes a reduction in the ROE, as well as any additional refund, will not have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

South Central Generating

Entergy will be determined by ongoing litigation and negotiations. South Central Generating estimated this amount to be $10.0 million . As part of the Cleco Cajun Transaction, Cleco Cajun assumed the $10.0 million contingent liability and NRG Energy indemnified Cleco for losses associated with this litigation matter. As a result, Cleco also recorded a $10.0 million indemnification asset, which was included in the preliminary purchase price allocation.

Prior to the Cleco Cajun Transaction, South Central Generating was involved in various litigation matters, including environmental and contract proceedings, before various courts regarding matters arising out of the ordinary course of business. Management is unable to estimate any potential losses that Cleco Cajun may ultimately be responsible for with respect to any one of these matters in the event of a negative outcome. As part of the Cleco Cajun Transaction, NRG Energy indemnified Cleco for losses as of the closing date associated with matters that existed as of the closing date, including pending litigation.

Other

Cleco is involved in various litigation matters, including regulatory, environmental, and administrative proceedings before various courts, regulatory commissions, arbitrators, and governmental agencies regarding matters arising in the ordinary course of business. The liability Cleco may ultimately incur with respect to any one of these matters in the event of a negative outcome may be in excess of amounts currently accrued. Management regularly analyzes current information and, as of June 30, 2019 , believes the probable and reasonably estimable liabilities based on the eventual disposition of these matters are $6.0 million and has accrued this amount.

Off-Balance Sheet Commitments and Guarantees

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

The off-balance sheet commitments are not recognized on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets because management has determined that Cleco and Cleco Power’s affiliates are able to perform the obligations under their contracts and that it is not probable that payments by Cleco or Cleco Power will be required.

Cleco Holdings provided guarantees and indemnities to Entergy Louisiana and Entergy Gulf States as a result of the sale of the Perryville generation facility in 2005. The remaining indemnifications relate to environmental matters that may have been present prior to closing. These remaining indemnifications have no time limitations. The maximum



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CLECO POWER		2019 2ND QUARTER FORM 10-Q

amount of the potential payment to Entergy Louisiana and Entergy Gulf States is $42.4 million . Management does not expect to be required to pay Entergy Louisiana and Entergy Gulf States under these guarantees.

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

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

As part of the Amended Lignite Mining Agreement, Cleco Power and SWEPCO, joint owners of Dolet Hills Power Station, have agreed to pay the loan and lease principal obligations of the lignite miner, DHLC, when due if DHLC does not have sufficient funds or credit to pay. Any amounts paid on behalf of the miner would be credited by the lignite miner against future invoices for lignite delivered. The maximum projected payment by Cleco Power under this guarantee is estimated to be $86.4 million ; however, the Amended Lignite Mining Agreement does not contain a cap. The projection is based on the forecasted loan and lease obligations to be incurred by DHLC, primarily for purchases of equipment. Cleco Power has the right to dispute the incurrence of loan and lease obligations through the review of the mining plan before the incurrence of such loan and lease obligations. The Amended Lignite Mining Agreement is not expected to terminate pursuant to its terms until 2036 and does not affect the amount the Registrants can borrow under their credit facilities. Currently, management does not expect to be required to pay DHLC under this guarantee.

At June 30, 2019 , Cleco Holdings had a $34.5 million letter of credit to MISO pursuant to energy market requirements. This letter of credit automatically renews each year and decreases availability under the Cleco Holdings’ credit facility.

Generally, neither Cleco Holdings nor Cleco Power has recourse that would enable them to recover amounts paid under their guarantee or indemnification obligations. There are no assets held as collateral for third parties that either Cleco Holdings or Cleco Power could obtain and liquidate to recover amounts paid pursuant to the guarantees or indemnification obligations.

Other Commitments

Cleco has accrued for liabilities related to third parties, employee medical benefits, and AROs. For more information about Cleco Cajun AROs, see Note 2 — “Business Combination.”

Risks and Uncertainties

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

Access to capital markets is a significant source of funding for both short- and long-term capital requirements not satisfied by operating cash flows.

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

Cleco Power and Cleco Cajun are participants in the MISO market. Energy prices in the MISO market are based on LMP, which includes a component directly related to congestion on the transmission system. Pricing zones with greater transmission congestion may have higher LMPs. Physical transmission constraints present in the MISO market could increase energy costs within pricing zones. Cleco Power and Cleco Cajun use FTRs to mitigate transmission congestion price risks. Changes to anticipated transmission paths may result in an unexpected increase in energy costs.

Note 15 — Affiliate Transactions

At June 30, 2019 , Cleco has an affiliate payable of $3.2 million to Cleco Group for a federal income tax refund that was received by Cleco Holdings.

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



	AT JUNE 30, 2019				AT DEC. 31, 2018
(THOUSANDS)	ACCOUNTS RECEIVABLE		ACCOUNTS PAYABLE		ACCOUNTS RECEIVABLE		ACCOUNTS PAYABLE
Cleco Holdings	$	89	$	82	$	699	$	88
Support Group	1,142		7,796		2,619		7,755
Cleco Cajun	792		—		—		—
Total	$	2,023	$	7,878	$	3,318	$	7,843



Note 16 — Intangible Assets and Liabilities

During 2008, Cleco Katrina/Rita acquired a $177.5 million intangible asset which includes $176.0 million for the right to bill and collect storm recovery charges from customers of Cleco Power and $1.5 million of financing costs. This intangible asset is expected to have a life of 12 years, but could have a life up to 15 years depending on the time period required to collect the required amount from Cleco Power’s customers. The intangible asset’s expected amortization expense is based on the estimated collections from Cleco Power’s customers. At the end of its life, the asset will have no residual value. At the date of the 2016 Merger, the gross balance of the Cleco Katrina/Rita intangible asset for Cleco was adjusted to be net of accumulated amortization, as no accumulated amortization existed on the date of the 2016 Merger. Cleco Katrina/Rita records amortization expense based on actual collections.

As a result of the 2016 Merger, fair value adjustments were recorded on Cleco’s Condensed Consolidated Balance Sheet for the valuation of the Cleco trade name and long-term wholesale power supply agreements. At the end of their life, these intangible assets will have no residual value. The trade name intangible asset is being amortized over its estimated economic useful life of 20 years . The intangible assets related



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CLECO POWER		2019 2ND QUARTER FORM 10-Q

to the power supply agreements are amortized over the remaining life of each applicable contract ranging between 4 years and 16 years and the amortization is included in Electric operations on Cleco’s Condensed Consolidated Statement of Income.

As a result of the Cleco Cajun Transaction, preliminary fair value adjustments were recorded on Cleco’s Condensed Consolidated Balance Sheet for the difference between the contract and market price of acquired long-term wholesale power agreements. The preliminary fair value of intangible assets of $98.9 million and intangible liabilities of $14.2 million was reflected in the preliminary purchase price allocation. At the end of their life, these intangible assets and liabilities will have no residual value. These intangibles are amortized over the remaining life of each applicable contract ranging between two years and eight years. The amortization is included in Electric operations on Cleco’s Condensed Consolidated Statement of Income.

As part of the Cleco Cajun Transaction, Cleco assumed an LTSA for maintenance services related to the Cottonwood Plant. An intangible liability of $24.1 million was reflected in the preliminary purchase price allocation and is being amortized using the straight-line method over the estimated remaining life of the LTSA of seven years. The amortization is included as a reduction to the LTSA prepayments on Cleco’s Condensed Consolidated Balance Sheet. For more information on the fair value adjustments of intangible assets and liabilities related to the Cleco Cajun Transaction, see Note 2 — “Business Combination.”

The following tables present Cleco and Cleco Power’s amortization of intangible assets and liabilities:



Cleco
	FOR THE THREE MONTHS ENDED JUNE 30,				FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2019		2018		2019		2018
Intangible assets
Cleco Katrina/Rita right to bill and collect storm recovery charges	$	5,172	$	5,509	$	10,042	$	9,994
Trade name	$	64	$	64	$	127	$	128
Power supply agreements	$	6,208	$	2,420	$	11,399	$	4,840
Intangible liabilities
LTSA	$	871	$	—	$	1,452	$	—
Power supply agreements	$	1,259	$	—	$	1,470	$	—



Cleco Power
	FOR THE THREE MONTHS ENDED JUNE 30,				FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2019		2018		2019		2018
Cleco Katrina/Rita right to bill and collect storm recovery charges	$	5,172	$	5,509	$	10,042	$	9,994

The following tables summarize the balances for intangible assets and liabilities subject to amortization for Cleco and Cleco Power:



Cleco
(THOUSANDS)	AT JUNE 30, 2019			AT DEC. 31, 2018
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			85,104
Total intangible assets carrying amount	259,698			160,798
Intangible liabilities
LTSA	$	24,100		$	—
Power supply agreements	14,200			—
Total intangible liability carrying amount	38,300			—
Net intangible assets carrying amount	221,398			160,798
Accumulated amortization	(95,137		)	(76,491		)
Net intangible assets subject to amortization	$	126,261		$	84,307



Cleco Power
(THOUSANDS)	AT JUNE 30, 2019			AT DEC. 31, 2018
Cleco Katrina/Rita right to bill and collect storm recovery charges	$	177,537		$	177,537
Accumulated amortization	(166,486		)	(156,444		)
Net intangible assets subject to amortization	$	11,051		$	21,093



Note 17 — Accumulated Other Comprehensive Loss

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



Cleco
	FOR THE THREE MONTHS ENDED JUNE 30, 2019			FOR THE SIX MONTHS ENDED JUNE 30, 2019
(THOUSANDS)	POSTRETIREMENT BENEFIT NET GAIN
Balances, beginning of period	$	1,651		$	1,786
Amounts reclassified from AOCI
Amortization of postretirement benefit net gain	(147		)	(282		)
Balances, June 30, 2019	$	1,504		$	1,504



	FOR THE THREE MONTHS ENDED JUNE 30, 2018			FOR THE SIX MONTHS ENDED JUNE 30, 2018
(THOUSANDS)	POSTRETIREMENT BENEFIT NET LOSS
Balances, beginning of period	$	(2,878	)	$	(2,921	)
Amounts reclassified from AOCI
Amortization of postretirement benefit net loss	247			290
Balances, June 30, 2018	$	(2,631	)	$	(2,631	)



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CLECO POWER		2019 2ND QUARTER FORM 10-Q



Cleco Power
	FOR THE THREE MONTHS ENDED JUNE 30, 2019									FOR THE SIX MONTHS ENDED JUNE 30, 2019
(THOUSANDS)	POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI			POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI
Balances, beginning of period	$	(6,904	)	$	(6,058	)	$	(12,962	)	$	(7,060	)	$	(6,122	)	$	(13,182	)
Amounts reclassified from AOCI
Amortization of postretirement benefit net loss	129			—			129			285			—			285
Reclassification of net loss to interest charges	—			64			64			—			128			128
Balances, June 30, 2019	$	(6,775	)	$	(5,994	)	$	(12,769	)	$	(6,775	)	$	(5,994	)	$	(12,769	)



	FOR THE THREE MONTHS ENDED JUNE 30, 2018									FOR THE SIX MONTHS ENDED JUNE 30, 2018
(THOUSANDS)	POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI			POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI
Balances, beginning of period	$	(8,144	)	$	(5,242	)	$	(13,386	)	$	(8,377	)	$	(5,306	)	$	(13,683	)
Amounts reclassified from AOCI
Amortization of postretirement benefit net loss	267			—			267			500			—			500
Reclassification of net loss to interest charges	—			64			64			—			128			128
Balances, June 30, 2018	$	(7,877	)	$	(5,178	)	$	(13,055	)	$	(7,877	)	$	(5,178	)	$	(13,055	)

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

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

The following discussion and analysis should be read in combination with the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2018 , and Cleco and Cleco Power’s Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q. The information included therein is essential to understanding the following discussion and analysis. Below is information concerning the consolidated results of operations of Cleco for the three and six months ended June 30, 2019 , and 2018 .

OVERVIEW

Cleco is a regional energy company that, prior to the close of the Cleco Cajun Transaction, conducted substantially all of its business operations through its primary subsidiary, Cleco Power. As a result of the Cleco Cajun Transaction, Cleco now conducts substantially all of its business operations through its two primary subsidiaries:


•	Cleco Power, a regulated electric utility company that owns nine generating units with a total nameplate capacity of 3,310 MW and serves approximately 291,000 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 units with a net capacity of 3,555 MW and supplies wholesale power and capacity in Arkansas, Louisiana, and Texas. The Cottonwood Sale Leaseback was entered into upon the close of the Cleco Cajun Transaction.

Cleco Cajun Transaction

Upon the completion of the Cleco Cajun Transaction on February 4, 2019, Cleco Cajun became a new reportable segment and is reflected as such in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. For more

information on the transaction, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 2 — Business Combination .” Cleco’s condensed consolidated financial statements include the financial results of Cleco Cajun from the closing of the Cleco Cajun Transaction on February 4, 2019, until June 30, 2019.

Cleco Power

Many factors affect Cleco Power’s primary business of generating, delivering, and selling electricity. These factors include weather and the presence of a stable regulatory environment, which impacts cost recovery and the ROE, as well as the recovery of costs related to growing energy demand and rising fuel prices; the ability to increase energy sales while containing costs; the ability to reliably deliver power to its jurisdictional customers; the ability to comply with increasingly stringent regulatory and environmental standards; and the ability to successfully perform in MISO while subject to the related operating challenges and uncertainties, including increased wholesale competition. Cleco Power’s current key initiatives are continuing construction on, start-up of, and commissioning of the St. Mary Clean Energy Center project and the Coughlin Pipeline project; beginning construction on the Bayou Vista to Segura Transmission project; implementing the START project; continuing the DSMART project; and maintaining and growing its wholesale and retail business. These initiatives are discussed below.

St. Mary Clean Energy Center Project

The St. Mary Clean Energy Center project includes Cleco Power constructing, owning, and operating a 47.6 net MW generating unit to be fueled by waste heat from Cabot Corporation’s carbon black manufacturing plant in Franklin, Louisiana. The project is expected to generate more than 300,000 MWh of zero additional carbon emitting energy each year. The unit was placed in service on August 8, 2019, and is expected to have a final cost of $138.3 million. As of June 30, 2019 , Cleco Power had spent $132.5 million on the project. Legal proceedings have been filed in connection with the St. Mary Clean Energy Center project. For more information about the ongoing litigation, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 14 —



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q

Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees — Litigation — Dispute with Saulsbury Industries.”

Terrebonne to Bayou Vista Transmission Project

The Terrebonne to Bayou Vista Transmission project includes the construction of additional transmission interconnection facilities south of Teche Power Station. The project is expected to increase reliability, reduce congestion, and provide hurricane hardening of the 230-kilovolt transmission system for customers in south Louisiana. The project was placed in service in April 2019. Cleco Power’s portion of the joint project with Entergy Louisiana is expected to cost $64.2 million. As of June 30, 2019 , Cleco Power had spent $61.4 million on the project, with the remaining costs relating to final construction and clean-up costs.

Coughlin Pipeline Project

The Coughlin Pipeline project includes construction of a pipeline directly connecting the Pine Prairie Energy Center to Cleco’s Coughlin Power Station. The project is expected to increase reliability for fuel delivery and mitigate exposure to transportation cost increases. In June 2017, the LPSC approved a regulatory asset to be established upon the completion of the Coughlin Pipeline project for the revenue requirement associated with the project until Cleco Power seeks recovery in the new FRP, which is anticipated to be effective July 1, 2020. Construction on the Coughlin Pipeline project began in September 2018. The project is expected to be completed in September 2019 with an estimated cost of $32.7 million. As of June 30, 2019 , Cleco Power had spent $29.1 million on the project.

Bayou Vista to Segura Transmission Project

The Bayou Vista to Segura Transmission project includes the construction of 47 miles of 230kV transmission line, a 230/138kV substation and three substation expansions in south Louisiana. The project is expected to cost approximately $142.7 million. The project is expected to increase reliability, provide transmission system redundancy, and provide hurricane hardening for customers in south Louisiana. Cleco Power received MISO approval for the project in December 2017. The project is currently in the design and engineering phase. Construction has begun on expansions to existing substations, with the northern phase expected to be completed in the fourth quarter of 2020 and the southern phase expected to be completed in the fourth quarter of 2021. As of June 30, 2019 , Cleco Power had spent $3.4 million on the project.

START Project

The START project replaces outdated business department applications with a modern, fully integrated enterprise business application suite. The project’s objectives are to gain efficiencies through consistent, industry-leading work processes and practices; enable better decision making through data transparency across business functions; mitigate risk through knowledge transfer and better process documentation; provide a modernized, flexible platform to support future growth and changing business models; and provide customer-centric focus through technology and flexibility. The project was placed in service in May 2019. The total estimated project cost is $157.3 million. As of June 30,

2019 , Cleco had spent $146.8 million on the project, with the remaining costs relating to implementation of the project.

DSMART Project

The DSMART project includes modernization of Cleco Power’s distribution system by replacing or upgrading distribution line equipment utilizing new and emerging technologies to facilitate automatic fault isolation, service restoration, and fault location. The project is expected to provide savings through a reduction in outage restoration time, time to locate faults, and improved operational efficiencies. The project is also expected to improve safety and reliability of Cleco Power’s distribution assets by minimizing outage patrols and improving situational awareness in the distribution operations center. The total estimated project cost is $90.2 million. The project implementation will be completed in phases and management expects the total project will be completed by the end of 2025. In January 2019, Cleco Power began the first phase of the project. As of June 30, 2019 , Cleco Power had spent $0.4 million on the project.

Other

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

RESULTS OF OPERATIONS

Comparison of the Three Months Ended June 30, 2019 , and 2018



Cleco
	FOR THE THREE MONTHS ENDED JUNE 30,
							FAVORABLE/(UNFAVORABLE)
(THOUSANDS)	2019			2018			VARIANCE			CHANGE
Operating revenue, net	$	397,873		$	299,261		$	98,612		33.0	%
Operating expenses	310,677			235,552			(75,125		)	(31.9	)%
Operating income	87,196			63,709			23,487			36.9	%
Interest income	1,275			1,427			(152		)	(10.7	)%
Allowance for equity funds used during construction	5,518			3,224			2,294			71.2	%
Other expense, net	(1,122		)	(2,947		)	1,825			61.9	%
Interest charges	35,840			31,909			(3,931		)	(12.3	)%
Federal and state income tax expense	12,281			7,665			(4,616		)	(60.2	)%
Net income	$	44,746		$	25,839		$	18,907		73.2	%

Operating revenue, net increased $98.6 million during the second quarter of 2019 compared to the second quarter of 2018 primarily due to the addition of $102.0 million of electric operations revenue and $29.9 million of other operations revenue at Cleco Cajun, as well as $4.9 million of lower electric customer credits at Cleco Power. These increases were partially offset by $21.5 million of lower fuel cost recovery revenue, $9.2 million of lower base revenue, and $3.3 million of lower other operations revenue at Cleco Power.

Operating expenses increased $75.1 million during the second quarter of 2019 compared to the second quarter of



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q

2018 primarily due to the addition of Cleco Cajun’s expenses. The increase in operating expenses related to Cleco Cajun operations were partially offset by $21.6 million of lower recoverable fuel and power purchased expenses and $8.0 million of lower other operations and maintenance expenses at Cleco Power and $4.3 million lower expenses associated with the Cleco Cajun Transaction.

Federal and state income tax expense increased $4.6 million during the second quarter of 2019 compared to the second quarter of 2018 primarily due to $4.3 million for the change in pretax income as a result of the addition of Cleco Cajun’s operations, and $0.3 million for miscellaneous tax items.

The effective income tax rate for the second quarter of 2019 and 2018 was 21.5% and 22.9% , respectively. The estimated annual effective income tax rate used during the second quarter of 2019 and 2018 for Cleco may not be indicative of the full-year income tax rate.

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



Cleco Power
				FOR THE THREE MONTHS ENDED JUNE 30,
							FAVORABLE/(UNFAVORABLE)
(THOUSANDS)	2019			2018				VARIANCE			CHANGE
Operating revenue
Base	$	168,167		$	177,354			$	(9,187	)	(5.2	)%
Fuel cost recovery	97,757			119,279				(21,522		)	(18.0	)%
Electric customer credits	(8,693		)	(13,637		)		4,944			36.3	%
Other operations	15,404			18,685				(3,281		)	(17.6	)%
Affiliate revenue	337			220				117			53.2	%
Operating revenue, net	272,972			301,901				(28,929		)	(9.6	)%
Operating expenses
Recoverable fuel and power purchased	97,668			119,278				21,610			18.1	%
Non-recoverable fuel and power purchased	7,053			8,438				1,385			16.4	%
Other operations and maintenance	42,914			50,950				8,036			15.8	%
Depreciation and amortization	39,330			39,720				390			1.0	%
Taxes other than income taxes	10,561			10,913				352			3.2	%
Total operating expenses	197,526			229,299				31,773			13.9	%
Operating income	75,446			72,602				2,844			3.9	%
Interest income	867			1,313				(446		)	(34.0	)%
Allowance for equity funds used during construction	5,518			3,224				2,294			71.2	%
Other expense, net	(1,127		)	(2,302		)		1,175			51.0	%
Interest charges	17,370			18,107				737			4.1	%
Federal and state income tax expense	13,978			13,710				(268		)	(2.0	)%
Net income	$	49,356		$	43,020			$	6,336		14.7	%

Cleco Power’s net income in the second quarter of 2019 increased $6.3 million compared to the second quarter of 2018 primarily as a result of the following factors:


•	lower other operations and maintenance expense,


•	lower electric customer credits,


•	higher allowance for equity funds used during construction,


•	lower non-recoverable fuel and power purchased, and


•	lower other expense, net.

These decreases were partially offset by:


•	lower base revenue and


•	lower other operations revenue.

The following table shows the components of Cleco Power’s retail and wholesale customer sales related to base revenue:



	FOR THE THREE MONTHS ENDED JUNE 30,
(MILLION kWh)	2019	2018	FAVORABLE/ (UNFAVORABLE)
Electric sales
Residential	890	943		(5.6	)%
Commercial	699	704		(0.7	)%
Industrial	517	572		(9.6	)%
Other retail	31	32		(3.1	)%
Total retail	2,137	2,251		(5.1	)%
Sales for resale	697	750		(7.1	)%
Total retail and wholesale customer sales	2,834	3,001		(5.6	)%

The following table shows the components of Cleco Power’s base revenue:



	FOR THE THREE MONTHS ENDED JUNE 30,
(THOUSANDS)	2019		2018		FAVORABLE/ (UNFAVORABLE)
Electric sales
Residential	$	74,190	$	80,336		(7.7	)%
Commercial	48,948		49,787			(1.7	)%
Industrial	21,598		22,704			(4.9	)%
Other retail	2,544		2,721			(6.5	)%
Surcharge	5,602		6,193			(9.5	)%
Total retail	152,882		161,741			(5.5	)%
Sales for resale	15,285		15,613			(2.1	)%
Total base revenue	$	168,167	$	177,354		(5.2	)%

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

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



	FOR THE THREE MONTHS ENDED JUNE 30,
				CHANGE
	2019	2018	NORMAL	PRIOR YEAR		NORMAL
Cooling degree-days	1,046	1,058	942	(1.1	)%	11.0	%



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q

Base

Base revenue decreased $9.2 million during the second quarter of 2019 compared to the second quarter of 2018 primarily due to $6.3 million of lower rates and $2.9 million lower usage related to milder weather. For information on the effects of future energy sales on the results of operations, financial condition, or cash flows of Cleco Power, see Part II, Item 1A, “Risk Factors — Future Electricity Sales” in this Quarterly Report on Form 10-Q.

Fuel Cost Recovery/Recoverable Fuel and Power Purchased

Changes in fuel costs historically have not significantly affected Cleco Power’s net income. Generally, fuel and purchased power expenses are recovered through the LPSC-established FAC, which enables Cleco Power to pass on to its customers substantially all such charges. Approximately 75% of Cleco Power’s total fuel cost during the second quarter of 2019 was regulated by the LPSC. Recovery of FAC costs is subject to periodic fuel audits by the LPSC which may result in a refund to customers. Generally, fuel and purchased power expenses are impacted by customer usage, the per unit cost of fuel used for electric generation, and the dispatch of Cleco Power’s generating facilities by MISO. For more information on fuel audits, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 14 — Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees — Litigation — LPSC Audits — Fuel Audit.”

Electric Customer Credits

Electric customer credits decreased $4.9 million during the second quarter of 2019 compared to the second quarter of 2018 primarily due to the absence of $5.9 million of estimated refunds for the June 2018 FRP monitoring report, which were reversed in the third quarter of 2018 with the filed 2018 FRP monitoring report. This decrease was partially offset by $0.9 million of higher estimated refunds for the federal tax-related benefits of the TCJA. For more information on the FRP and the TCJA, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 12 — Regulation and Rates — FRP.” and “— TCJA.”

Other Operations Revenue

Other operations revenue decreased $3.3 million during the second quarter of 2019 compared to the second quarter of 2018 primarily related to $2.0 million of lower net generation revenue as a result of the Teche Unit 3 SSR ending in April 2019. For more information on the SSR payments, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 12 — Regulation and Rates — SSR.”

Other Operations and Maintenance Expense

Other operations and maintenance expense decreased $8.0 million during the second quarter of 2019 compared to the second quarter of 2018 primarily due to the absence of $4.5 million of generating station major outage maintenance expenses, $1.7 million of lower generation operation expenses, and $1.3 million of lower generating station routine maintenance expenses.

Allowance for Equity Funds Used During Construction

Allowance for equity funds used during construction increased $2.3 million during the second quarter of 2019 compared to the second quarter of 2018 primarily due to higher construction costs related to the St. Mary Clean Energy Center

project, the Coughlin Pipeline project, the START project, and the Bayou Vista to Segura Transmission project.



Cleco Cajun
(THOUSANDS)	FOR THE THREE MONTHS ENDED JUNE 30, 2019
Operating revenue
Electric operations	$	101,962
Other operations	29,917
Electric customer credits	(1,267		)
Operating revenue, net	130,612
Operating expenses
Fuel used for electric generation	22,910
Power purchased for utility customers	53,105
Other operations and maintenance	23,688
Depreciation and amortization	10,136
Taxes other than income taxes	4,199
Gain on sale of asset	(6		)
Total operating expenses	114,032
Operating income	16,580
Interest income	368
Other income, net	6
Federal and state income tax expense	4,028
Net income	$	12,926

Significant factors affecting Cleco Cajun’s net income during the second quarter of 2019 are described below.

Operating Revenue

Operating revenue of $130.6 million for the second quarter of 2019 primarily consisted of $102.0 million of electric operations revenue from wholesale customers, $17.5 million of lease revenue, including variable lease revenue, as a result of the Cottonwood Sale Leaseback, and $11.3 million of transmission revenue from wholesale customers. For more information on the Cottonwood Sale Leaseback agreement, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 4 — Leases — Lessor Agreements — Cottonwood Sale Leaseback Agreement.”

Operating Expenses

Operating expenses of $114.0 million for the second quarter of 2019 primarily consisted of $36.5 million of power purchased from MISO, $20.1 million of fuel expenses for generation, $11.9 million of MISO transmission costs, $10.4 million of generating station routine maintenance expenses, $9.9 million of general depreciation expense on fixed assets, $6.8 million in general and administrative expenses, $5.5 million of generation operations expenses, and $3.4 million of property tax expenses.

Income Taxes

Federal and state income tax expense of $4.0 million for the second quarter of 2019 primarily included $3.6 million of tax expense on pretax income at the statutory tax rate and $0.4 million for miscellaneous tax items.

The effective income tax rate for the second quarter of 2019 was 23.8%. The estimated annual effective income tax rate used during the second quarter of 2019 for Cleco Cajun may not be indicative of the full-year income tax rate.



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q

Comparison of the Six Months Ended June 30, 2019 , and 2018



Cleco
	FOR THE SIX MONTHS ENDED JUNE 30,
						FAVORABLE/(UNFAVORABLE)
(THOUSANDS)	2019		2018			VARIANCE			CHANGE
Operating revenue, net	$	742,060	$	576,021		$	166,039		28.8	%
Operating expenses	604,279		467,577			(136,702		)	(29.2	)%
Operating income	137,781		108,444			29,337			27.1	%
Interest income	2,767		2,211			556			25.1	%
Allowance for equity funds used during construction	11,206		5,587			5,619			100.6	%
Other income (expense), net	1,655		(5,947		)	7,602			127.8	%
Interest charges	69,839		63,067			(6,772		)	(10.7	)%
Federal and state income tax expense	18,267		10,528			(7,739		)	(73.5	)%
Net income	$	65,303	$	36,700		$	28,603		77.9	%

Operating revenue, net increased $166.0 million during the first six months of 2019 compared to the first six months of 2018 primarily due to the addition of $160.2 million of electric operations revenue and $49.9 million of other operations revenue at Cleco Cajun, as well as $4.4 million of lower electric customer credits at Cleco Power. These increases were partially offset by $21.1 million of lower base revenue, $17.0 million of lower fuel cost recovery revenue, and $6.0 million of lower other operations revenue at Cleco Power.

Operating expenses increased $136.7 million during the first six months of 2019 compared to the first six months of 2018 primarily due to the addition of Cleco Cajun’s expenses. The increases in operating expenses related to Cleco Cajun operations were partially offset by $16.7 million of lower other operations and maintenance expenses and $17.1 million of lower recoverable fuel and power purchased expenses at Cleco Power.

Allowance for equity funds used during construction increased $5.6 million during the first six months of 2019 compared to the first six months of 2018 primarily due to higher Cleco Power construction costs related to various projects.

Other income (expense), net increased $7.6 million during the first six months of 2019 compared to the first six months of 2018 primarily due to $4.1 million for the increase in the cash surrender value of certain trust-owned life insurance policies as a result of favorable market conditions and $2.9 million of lower pension non-service costs.

Interest charges increased $6.8 million during the first six months of 2019 compared to the first six months of 2018 primarily due to $4.6 million of interest associated with the financing of the Cleco Cajun Transaction, $2.8 million of higher interest rates on a bank term loan, and $1.4 million in interest on the estimated refunds for the federal related tax benefits of the TCJA. These increases were partially offset by $2.3 million of higher allowance for borrowed funds used during construction.

Federal and state income tax expense increased $7.7 million during the first six months of 2019 compared to the first six months of 2018 primarily due to $6.2 million for the change in pretax income, excluding AFUDC equity, and $1.3 million for the state taxes.

The effective income tax rate for the six months ended June 30, 2019 , and 2018 was 21.9% and 22.3%, respectively. The estimated annual effective income tax rate used during the

six months ended June 30, 2019 , and 2018 for Cleco might not be indicative of the full-year income tax rate.

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



Cleco Power
				FOR THE SIX MONTHS ENDED JUNE 30,
							FAVORABLE/(UNFAVORABLE)
(THOUSANDS)	2019			2018			VARIANCE			CHANGE
Operating revenue
Base	$	310,553		$	331,675		$	(21,122	)	(6.4	)%
Fuel cost recovery	212,547			229,589			(17,042		)	(7.4	)%
Electric customer credits	(16,853		)	(21,284		)	4,431			20.8	%
Other operations	34,833			40,880			(6,047		)	(14.8	)%
Affiliate revenue	637			428			209			48.8	%
Operating revenue, net	541,717			581,288			(39,571		)	(6.8	)%
Operating expenses
Recoverable fuel and power purchased	212,462			229,588			17,126			7.5	%
Non-recoverable fuel and power purchased	16,044			18,303			2,259			12.3	%
Other operations and maintenance	90,614			107,332			16,718			15.6	%
Depreciation and amortization	81,707			80,109			(1,598		)	(2.0	)%
Taxes other than income taxes	20,538			22,831			2,293			10.0	%
Total operating expenses	421,365			458,163			36,798			8.0	%
Operating income	120,352			123,125			(2,773		)	(2.3	)%
Interest income	1,860			1,953			(93		)	(4.8	)%
Allowance for equity funds used during construction	11,206			5,587			5,619			100.6	%
Other expense, net	(859		)	(4,171		)	3,312			79.4	%
Interest charges	34,515			35,763			1,248			3.5	%
Federal and state income tax expense	21,976			21,707			(269		)	(1.2	)%
Net income	$	76,068		$	69,024		$	7,044		10.2	%

Cleco Power’s net income in the first six months of 2019 increased $7.0 million compared to the first six months of 2018 primarily as a result of the following factors:


•	lower other operations and maintenance expense,


•	higher allowance for equity funds used during construction,


•	lower electric customer credits,


•	lower other expense, net,


•	lower taxes other than income taxes, and


•	lower non-recoverable fuel and power purchased

These increases were partially offset by:


•	lower base revenue and


•	lower other operations revenue.



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q

The following table shows the components of Cleco Power’s retail and wholesale customer sales related to base revenue:



	FOR THE SIX MONTHS ENDED JUNE 30,
(Million kWh)	2019	2018	FAVORABLE/ (UNFAVORABLE)
Electric sales
Residential	1,678	1,801		(6.8	)%
Commercial	1,281	1,316		(2.7	)%
Industrial	1,006	1,079		(6.8	)%
Other retail	62	66		(6.1	)%
Total retail	4,027	4,262		(5.5	)%
Sales for resale	1,316	1,422		(7.5	)%
Total retail and wholesale customer sales	5,343	5,684		(6.0	)%

The following table shows the components of Cleco Power’s base revenue:



	FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2019		2018		FAVORABLE/ (UNFAVORABLE)
Electric sales
Residential	$	130,295	$	143,114		(9.0	)%
Commercial	93,811		97,251			(3.5	)%
Industrial	42,247		44,628			(5.3	)%
Other retail	5,101		5,462			(6.6	)%
Surcharge	10,924		11,431			(4.4	)%
Total retail	282,378		301,886			(6.5	)%
Sales for resale	28,175		29,789			(5.4	)%
Total base revenue	$	310,553	$	331,675		(6.4	)%

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



			FOR THE SIX MONTHS ENDED JUNE 30,
				2019 CHANGE
	2019	2018	NORMAL	PRIOR YEAR		NORMAL
Heating degree-days	778	881	941	(11.7	)%	(17.3	)%
Cooling degree-days	1,154	1,257	1,020	(8.2	)%	13.1	%

Base

Base revenue decreased $21.1 million during the first six months of 2019 compared to the first six months of 2018 primarily due to $14.3 million of lower rates and $6.8 million related to lower usage from milder weather. For information on the effects of future energy sales on the results of operations, financial condition, or cash flows of Cleco Power, see Part II, Item 1A, “Risk Factors — Future Electricity Sales” in this Quarterly Report on Form 10-Q.

Fuel Cost Recovery/Recoverable Fuel and Power Purchased

expenses are impacted by customer usage, the per unit cost of fuel used for electric generation, and the dispatch of Cleco Power’s generating facilities by MISO. For more information on fuel audits, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 14 — Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees — Litigation — LPSC Audits — Fuel Audit.”

Electric Customer Credits

Electric customer credits decreased $4.4 million during the first six months of 2019 compared to the first six months of 2018 primarily related to the absence of $5.9 million of estimated refunds for the June 2018 FRP monitoring report, which were reversed in the third quarter of 2018 with the filed 2018 FRP monitoring report. This decrease was partially offset by $1.3 million of higher estimated refunds for the federal tax-related benefits of the TCJA. For more information on the FRP and the TCJA, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 12 — Regulation and Rates — FRP” and “— TCJA.”

Other Operations Revenue

Other operations revenue decreased $6.0 million during the first six months of 2019 compared to the first six months of 2018 primarily related to $2.4 million of lower net generation revenue as a result of the Teche Unit 3 SSR ending in April 2019, $1.9 million of lower net transmission and distribution revenue, and $1.8 million of lower forfeited discounts and reconnect fees. For more information on the SSR, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 12 — Regulation and Rates — SSR.”

Non-Recoverable Fuel and Power Purchased

Non-recoverable fuel and power purchased decreased $2.3 million during the first six months of 2019 compared to the first six months of 2018 primarily due to $1.2 million of lower MISO transmission expenses and $0.7 million of lower MISO SSR net transmission expenses, as a result of the Teche Unit 3 SSR ending in April 2019. For more information on the SSR payments, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 12 — Regulation and Rates — SSR.”

Other Operations and Maintenance Expense

Other operations and maintenance expense decreased $16.7 million during the first six months of 2019 compared to the first six months of 2018 primarily due to the absence of $16.9 million of generating station major outage maintenance expenses and $4.5 million of lower generating station routine operations and maintenance expenses.

Taxes Other Than Income Taxes

Taxes other than income taxes decreased $2.3 million during the first six months of 2019 compared to the first six months of 2018 primarily due to $1.4 million of lower Louisiana corporate franchise taxes due to the reversal of a contingent liability related to inventory tax credits.

Allowance for Equity Funds Used During Construction

Allowance for equity funds used during construction increased $5.6 million during the first six months of 2019 compared to the first six months of 2018 primarily due to higher construction costs related to the St. Mary Clean Energy Center project, the



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q

Coughlin Pipeline project, the START project, and the Bayou Vista to Segura Transmission project.

Other Expense, Net

Other expense, net decreased $3.3 million during the first six months of 2019 compared to the first six months of 2018 primarily due to lower pension non-service costs.



Cleco Cajun
(THOUSANDS)	FOR THE SIX MONTHS ENDED JUNE 30, 2019
Operating revenue
Electric operations	$	160,156
Other operations	49,883
Electric customer credits	(1,267		)
Operating revenue, net	208,772
Operating expenses
Fuel used for electric generation	32,833
Power purchased for utility customers	83,550
Other operations and maintenance	38,099
Depreciation and amortization	15,546
Taxes other than income taxes	7,344
Gain on sale of asset	(8		)
Total operating expenses	177,364
Operating income	31,408
Interest income	622
Other expense, net	(491		)
Federal and state income tax expense	7,557
Net income	$	23,982
From the closing of the Cleco Cajun Transaction on February 4, 2019, through June 30, 2019.

Significant factors affecting Cleco Cajun’s net income from the closing of the Cleco Cajun Transaction on February 4, 2019, through June 30, 2019 , are described below.

Operating Revenue

Operating revenue of $208.8 million during 2019 primarily consisted of $160.2 million of electric operations revenue from wholesale customers, $28.8 million of lease revenue, including variable lease revenue, as a result of the Cottonwood Sale Leaseback, and $19.7 million of transmission revenue from wholesale customers. For more information on the Cottonwood Sale Leaseback agreement, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 4 — Leases — Lessor Agreements — Cottonwood Sale Leaseback Agreement.”

Operating Expenses

Operating expenses of $177.4 million during 2019 primarily consisted of $57.0 million of power purchased from MISO, $30.0 million of fuel expenses for generation, $20.5 million of MISO transmission costs, $15.5 million for generating station routine maintenance expenses, $15.2 million of depreciation on fixed assets, $12.1 million of general and administrative expenses, $9.5 million of generation operations expenses, and $5.6 million of property tax expenses.

Income Taxes

Federal and state income tax expense of $7.6 million during 2019 primarily included $6.6 million of tax expense on pretax income at the statutory tax rate and $1.0 million for state taxes.

The effective income tax rate for 2019 was 24.0%. The estimated annual effective income tax rate used for 2019 for

Cleco Cajun may not be indicative of the full-year income tax rate.

FINANCIAL CONDITION

Liquidity and Capital Resources

General Considerations and Credit-Related Risks

Credit Ratings and Counterparties

Financing for operational needs and capital expenditure requirements not satisfied by operating cash flows depends upon the cost and availability of external funds through both short- and long-term financing. The inability to raise capital on favorable terms could negatively affect Cleco’s ability to maintain or expand its businesses. Access to funds is dependent upon factors such as general economic and capital market conditions, regulatory authorizations and policies, Cleco Holdings’ and Cleco Power’s credit ratings, cash flows from routine operations, and credit ratings of project counterparties. After assessing the current operating performance, liquidity, and credit ratings of Cleco Holdings and Cleco Power, management believes that Cleco will have access to the capital markets at prevailing market rates for companies with comparable credit ratings. The following table presents the credit ratings of Cleco Holdings and Cleco Power at June 30, 2019 :



	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

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

Cleco Holdings and Cleco Power pay fees and interest under their bank credit agreements based on the highest rating held. Savings are dependent upon the level of borrowings. If Cleco Holdings’ or Cleco Power’s credit ratings were to be downgraded, Cleco Holdings or Cleco Power, respectively, could be required to pay additional fees and incur higher interest rates for borrowings under their respective credit facilities.

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

Cleco Power and Cleco Cajun participate in the MISO market, which operates a fully functioning RTO market with two major market processes: the Day-Ahead Energy and Operating Reserves Market and the Real-Time Energy and Operating Reserves Market. Both use market-based mechanisms to manage transmission congestion across the MISO market area. MISO requires Cleco Power and Cleco Cajun to provide credit support which may increase or decrease due to the timing of the settlement schedules. At June 30, 2019 , Cleco Power had a $2.0 million letter of credit to MISO pursuant to the credit requirements of FTRs. The letter



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q

of credit automatically renews each year. At June 30, 2019 , Cleco Holdings had a $34.5 million letter of credit to MISO pursuant to energy market requirements related to Cleco Cajun’s participation in MISO. This letter of credit automatically renews each year and decreases availability under the Cleco Holdings’ credit facility. For information about MISO, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Regulatory and Other Matters — Transmission Rates of Cleco Power” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

Global and U.S. Economic Environment

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

TCJA

The TCJA was signed into law on December 22, 2017. The provisions of the law reduce the top federal statutory corporate income tax rate from 35% to 21%, generally allow for 100% bonus depreciation for new and used equipment purchased after September 27, 2017, generally restrict deduction of interest expense to 30% of adjusted taxable EBITDA, and repeal the corporate alternative minimum tax. As defined by the TCJA, rate regulated activities are not allowed to utilize 100% bonus depreciation and are not subject to the restricted interest deduction.

As a result of the tax rate reduction, on January 1, 2018, Cleco Power began accruing an estimated reduction in reserve for the federal statutory corporate income tax rate. In February 2018, the LPSC directed utilities, including Cleco Power, to provide considerations of the appropriate manner to flowthrough to ratepayers the benefits of the reduction in corporate income taxes as a result of the TCJA. After various filings and settlement discussions, on July 10, 2019, the LPSC approved Cleco Power to accrue rate refunds of $79.2 million, plus interest, for the reduction in the statutory federal tax rate for the period from January 2018 to June 2020. The refund will be credited to customers over 12 months beginning August 1, 2019. At June 30, 2019 , Cleco Power had $47.5 million accrued for the estimated tax-related benefits from the TCJA and $3.0 million accrued for related interest.

Also, on July 10, 2019, the LPSC approved Cleco Power’s motion to address the rate redesign and the regulatory liability for excess ADIT resulting from the enactment of the TCJA in Cleco Power’s application for its next FRP, which was filed on

June 28, 2019, with anticipated new rates being effective July 1, 2020. At June 30, 2019 , Cleco Power had a regulatory liability of $375.0 million for the portion of the net reduction to ADIT subject to regulatory treatment. Due to the uncertainty around the regulatory treatment, the entire regulatory liability is reflected in non-current liabilities.

Fair Value Measurements

Various accounting pronouncements require certain assets and liabilities to be measured at their fair values. Some assets and liabilities are required to be measured at their fair value each reporting period, while others are required to be measured only one time, generally the date of acquisition or debt issuance. Cleco and Cleco Power are required to disclose the fair value of certain assets and liabilities by one of three levels. Other financial assets and liabilities are reported at their carrying values at their date of issuance on the consolidated balance sheets with their fair values as of the balance sheet date disclosed within the three levels. For more information about fair value levels, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 7 — Fair Value Accounting.”

Cash Generation and Cash Requirements

Restricted Cash and Cash Equivalents

Various agreements to which Cleco is subject contain covenants that restrict its use of cash. As certain provisions under these agreements are met, cash is transferred out of related escrow accounts and becomes available for its intended purposes and/or general corporate purposes. For more information on Cleco and Cleco Power’s restricted cash and cash equivalents, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 1 — Summary of Significant Accounting Policies — Restricted Cash and Cash Equivalents.”

Debt

Cleco Consolidated

At June 30, 2019 , and December 31, 2018 , Cleco had no short-term debt outstanding.

At June 30, 2019 , Cleco’s long-term debt outstanding was $3.28 billion , of which $91.6 million was due within one year. The long-term debt due within one year at June 30, 2019 , primarily represents $66.7 million of principal payments on Cleco Holdings’ debt as required by the Cleco Cajun Transaction commitments and $21.0 million of principal payments, net of related debt discount and expense, for the Cleco Katrina/Rita storm recovery bonds. Long-term debt increased by $381.8 million from December 31, 2018 , primarily due to borrowings under a $300.0 million bridge term loan agreement and a $100.0 million bank term loan on February 4, 2019, in connection with the Cleco Cajun Transaction. These increases were partially offset by $10.4 million for a scheduled payment made on Cleco Katrina/Rita storm recovery bonds. For more information on Cleco’s debt, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 8 — Debt.”

Cash and cash equivalents available at June 30, 2019 , were $116.1 million combined with $440.5 million available credit facility capacity ( $140.5 million from Cleco Holdings and $300.0 million from Cleco Power) for total liquidity of $556.6 million . For more information on the credit facility capacity, see



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CLECO POWER		2019 2ND QUARTER FORM 10-Q

“— Credit Facilities.” Cleco Holdings and Cleco Power have uncommitted lines of credit that allow up to $10.0 million each in short-term borrowings, but no more than $10.0 million in the aggregate, to support their working capital needs.

At June 30, 2019 , Cleco and Cleco Power were exposed to concentrations of credit risk through their short-term investments classified as cash equivalents. In order to mitigate potential credit risk, Cleco and Cleco Power have established guidelines for short-term investments. For more information on the concentration of credit risk through short-term investments classified as cash equivalents, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 7 — Fair Value Accounting.”

At June 30, 2019 , and December 31, 2018 , Cleco had a working capital surplus of $173.2 million and $185.9 million , respectively. The $12.7 million decrease in working capital is primarily due to:


•	a $70.4 million increase in long-term debt due within one year primarily due to $66.7 million required by the Cleco Cajun Transaction commitments to repay Cleco Holdings’ debt early,


•	a $24.3 million increase in other current liabilities primarily due to additional liabilities incurred as a result of the Cleco Cajun Transaction and the timing of payroll accruals,


•	an $18.8 million increase in provision for rate refund primarily due to the estimated refunds for the tax-related benefits of the TCJA,


•	a $16.1 million increase in taxes payable primarily due to accruals of property taxes, partially offset by lower provision for income taxes,


•	a $13.4 million increase in accounts payable, excluding FTR purchases, primarily due to additional vendor payables as a result of the Cleco Cajun Transaction and higher gas volumes at Cleco Power, partially offset by a decrease in solid fuel costs at Cleco Power and the short-term incentive plan payment in March 2019, and


•	a $10.0 million increase in other regulatory liabilities primarily due to the collections of revenue related to the St. Mary Clean Energy Center project that will be returned to retail customers as part of the July 2019 FRP rate adjustment as a result in a delay in the project’s commercial operational date.

These decreases in working capital were partially offset by:


•	a $59.5 million increase in customer accounts receivable primarily due to additional Cleco Cajun receivables and the timing of a payment from a Cleco Power wholesale customer,


•	a $27.2 million increase in materials and supplies inventory primarily due to the Cleco Cajun Transaction,


•	a $19.7 million increase in fuel inventory primarily due to inventory acquired in the Cleco Cajun Transaction and the seasonal operations of the Dolet Hills Power Station, partially offset by lower petroleum coke purchases at Cleco Power,


•	a $9.6 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,


•	a $7.9 million increase in unbilled revenue due to higher usage as a result of warmer weather,


•	a $5.9 million increase in other accounts receivable primarily due to higher receivables from joint owners, the timing of

revenue receipts, and additional Cleco Cajun receivables, and


•	a $5.9 million increase in cash and cash equivalents.

In connection with the Cleco Cajun Transaction, Cleco Holdings, on behalf of Cleco Cajun, issued three letters of credit totaling $1.1 million to a capacity agreement customer and a gas transport company. These letters of credit automatically renew each year and have no impact on the Cleco Holdings’ credit facility. At June 30, 2019 , Cleco Holdings had a $34.5 million letter of credit to MISO pursuant to energy market requirements related to Cleco Cajun’s participation in MISO. This letter of credit automatically renews each year and decreases availability under the Cleco Holdings’ credit facility.

Cleco Holdings (Holding Company Level)

At June 30, 2019 , and December 31, 2018 , Cleco Holdings had no short-term debt outstanding.

At June 30, 2019 , Cleco Holding’s long-term debt outstanding was $1.88 billion , of which $70.0 million was due within one year. The long-term debt due within one year at June 30, 2019 , primarily represents $66.7 million principal payments on Cleco Holdings’ debt as required by the Cleco Cajun Transaction commitments.

At June 30, 2019 , and December 31, 2018 , Cleco Holdings had no borrowings outstanding under its $175.0 million credit facility. This credit facility provides for working capital and other financing needs. The credit facility includes restrictive financial covenants and expires in 2021. Cleco Holdings and Cleco Power have uncommitted lines of credit that allow up to $10.0 million each in short-term borrowings, but no more than $10.0 million in the aggregate, to support their working capital needs.

Cash and cash equivalents available at June 30, 2019 , were $18.1 million , combined with $140.5 million credit facility capacity for total liquidity of $158.6 million . For more information on the credit facility capacity, see “— Credit Facilities.”

Cleco Power

At June 30, 2019 , and December 31, 2018 , Cleco Power had no short-term debt outstanding.

At June 30, 2019 , Cleco Power’s long-term debt outstanding was $1.40 billion , of which $21.6 million was due within one year. The long-term debt due within one year at June 30, 2019 , represents $21.0 million of principal payments, net of related debt discount and expense, for the Cleco Katrina/Rita storm recovery bonds and $0.6 million of finance lease payments. For Cleco Power, long-term debt decreased $10.1 million from December 31, 2018 , primarily due to a



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q

scheduled payment made on Cleco Katrina/Rita storm recovery bond.

At June 30, 2019 , and December 31, 2018 , Cleco Power had no borrowings outstanding under its $300.0 million credit facility. This credit facility provides for working capital and other financing needs. The credit facility includes restrictive financial covenants and expires in 2021. Cleco Holdings and Cleco Power have uncommitted lines of credit that allow up to $10.0 million each in short-term borrowings, but no more than $10.0 million in the aggregate, to support their working capital needs.

Cash and cash equivalents available at June 30, 2019 , were $26.0 million , combined with $300.0 million credit facility capacity for total liquidity of $326.0 million .

At June 30, 2019 , and December 31, 2018 , Cleco Power had a working capital surplus of $77.9 million and $62.3 million , respectively. The $ 15.6 million increase in working capital is primarily due to:


•	a $21.3 million decrease in accounts payable, excluding FTR purchases, primarily due to a decrease in solid fuel costs and the short-term incentive plan payment in March 2019, partially offset by higher gas volumes,


•	a $13.5 million decrease in taxes payable primarily due to lower provisions for income taxes, partially offset by the timing of accruals of property taxes,


•	an $9.8 million increase in customer accounts receivable due to the timing of a payment from a wholesale customer,


•	a $7.9 million increase in unbilled revenue due to higher usage as a result of warmer weather, and


•	a $5.2 million increase in other accounts receivable primarily due to higher receivables from joint owners and the timing of revenue receipts.

These decreases in working capital were partially offset by:


•	an $17.4 million increase in provision for rate refund primarily due to the estimated refunds for the tax-related benefits of the TCJA,


•	a $10.0 million increase in other regulatory liabilities primarily due to the collections of revenue related to the St. Mary Clean Energy Center project that will be returned to retail customers as part of the July 2019 FRP rate adjustment as a result in a delay in the project’s commercial operational date,


•	a $6.0 million decrease in cash and cash equivalents, and


•	a $5.7 million increase in other current liabilities primarily due to the timing of payroll accruals.

Credit Facilities

At June 30, 2019 , Cleco had two separate revolving credit facilities, one for Cleco Holdings in the amount of $175.0 million and one for Cleco Power in the amount of $300.0 million, with a maximum aggregate capacity of $475.0 million .

In connection with the Cleco Cajun Transaction, on February 4, 2019, Cleco Holdings increased its credit facility capacity by $75.0 million, for a total credit facility of $175.0 million credit facility. The credit facility includes restrictive financial covenants and expires in 2021. At June 30, 2019 , Cleco Holdings had a $34.5 million letter of credit to MISO pursuant to energy market requirements related to Cleco Cajun’s participation in MISO. This letter of credit automatically renews each year and decreases availability under the Cleco Holdings’ credit facility. At June 30, 2019 , Cleco Holdings was

in compliance with the covenants of its credit facility. The borrowing costs under Cleco Holdings’ credit facility are equal to LIBOR plus 1.75% or ABR plus 0.75%, plus commitment fees of 0.275%. If Cleco Holdings’ credit ratings were to be downgraded one level, Cleco Holdings would be required to pay higher fees and additional interest of 0.075% and 0.50%, respectively, under the pricing levels of its credit facility.

At June 30, 2019 , Cleco Power had a $300.0 million credit facility. The credit facility includes restrictive financial covenants and expires in 2021. At June 30, 2019 , Cleco Power was in compliance with the covenants of its credit facility. The borrowing costs under Cleco Power’s credit facility are equal to LIBOR plus 1.125% or ABR plus 0.125%, plus commitment fees of 0.125%. If Cleco Power’s credit ratings were to be downgraded one level, Cleco Power would be required to pay higher fees and additional interest of 0.05% and 0.125%, respectively, under the pricing levels of its credit facility.

If Cleco Holdings or Cleco Power were to default under the covenants in their respective credit facilities or other debt agreements, they would be unable to borrow additional funds under the facilities and the lenders could accelerate all principal and interest outstanding. Further, if Cleco Power were to default under its credit facility or other debt agreements, Cleco Holdings would be considered in default under its credit facility.

Debt and Distribution Limitations

The 2016 Merger Commitments include provisions for limiting the amount of distributions that can be made from Cleco Holdings to Cleco Group, depending on Cleco Holdings’ debt to EBITDA ratio and its corporate credit ratings. Cleco Holdings may not make any distribution unless, after giving effect to such distribution, Cleco Holdings’ debt to EBITDA ratio is equal to or less than 6.50 to 1.00 and Cleco Holdings’ corporate credit rating is investment grade with one or more of the three credit rating agencies. At June 30, 2019 , Cleco Holdings was in compliance with the provisions of the 2016 Merger Commitments that would restrict the amount of distributions available. Additionally, in accordance with the 2016 Merger Commitments, Cleco Power is subject to certain provisions limiting the amount of distributions that may be paid to Cleco Holdings, depending on Cleco Power’s common equity ratio and its corporate credit ratings. Cleco Power may not make any distribution unless, after giving effect to such distribution, Cleco Power’s common equity ratio would not be less than 48% and Cleco Power’s corporate credit rating is investment grade with two of the three credit rating agencies. At June 30, 2019 , Cleco Power was in compliance with the provisions of the 2016 Merger Commitments that would restrict the amount of distributions available. The 2016 Merger Commitments also prohibit Cleco from incurring additional long-term debt, excluding non-recourse debt, unless certain financial ratios are achieved. For more information on the 2016 Merger Commitments, see Part II, Item 1A, “Risk Factors — Regulatory Compliance” and “— Holding Company” in this Quarterly Report on Form 10-Q.



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q

Cleco Consolidated Cash Flows

Net Operating Cash Flow

Net cash provided by operating activities was $186.3 million and $135.8 million , respectively, during the six months ended June 30, 2019 , and 2018 , respectively. Net cash provided by operating activities increased $50.5 million primarily due to:


•	$50.9 million for the addition of Cleco Cajun operations, including receipts of $20.0 million as a result of the Cottonwood Sale Leaseback,


•	higher net fuel and power purchase collections at Cleco Power of $22.8 million primarily due to timing of collections,


•	lower payout for employee benefits of $5.4 million.

These increases were partially offset by:


•	lower receipts for other accounts receivable at Cleco Power of $8.4 million, including the timing of receipts of joint owners’ portion of generating station expenditures,


•	higher payments for deferred project costs at Cleco Power of $7.3 million, and


•	lower collections from Cleco Power customers of $5.9 million.

Net Investing Cash Flow

Net cash used in investing activities was $951.0 million and $142.2 million , respectively, during the six months ended June 30, 2019 , and 2018 , respectively. Net cash used in investing activities increased $808.8 million primarily due to:


•	payment for the acquisition of all the membership interest in South Central Generating of $962.2 million, net of cash received of $147.2 million and


•	higher additions to property, plant, and equipment, net of AFUDC, of $10.1 million.

These increases were partially offset by:


•	the absence of the issuance of a $16.8 million note receivable.

Net Financing Cash Flow

Net cash provided by financing activities was $770.3 million and $0.4 million , respectively, during the six months ended June 30, 2019 , and 2018 . Net cash provided by financing activities increased $770.7 million primarily due to:


•	higher contributions from Cleco Group of $384.9 million,


•	increased borrowings of $350.0 million, primarily related to the financing of the Cleco Cajun Transaction,


•	higher draws on Cleco’s credit facilities of $108.0 million, and


•	the absence of distributions to Cleco Group of $39.9 million.

These increases were partially offset by higher payments on Cleco’s credit facilities of $108.0 million.

Cleco Power Cash Flows

Net Operating Cash Flow

Net cash provided by operating activities was $137.6 million and $173.8 million , respectively, during the six months ended June 30, 2019 , and 2018 , respectively. Net cash provided by operating activities decreased $36.2 million primarily due to:


•	higher payments for affiliate settlements of $39.8 million,


•	lower receipts for other accounts receivable of $8.4 million, including the timing of receipts of joint owners’ portion of generating station expenditures,


•	higher payments for deferred project costs of $7.3 million, and


•	lower collections from customers of $5.9 million.

These decreases were partially offset by:


•	higher net fuel and power purchase collections of $22.8 million primarily due to timing of collections and


•	lower payout for employee benefits of $7.8 million.

Net Investing Cash Flow

Net cash used in investing activities was $133.9 million and $144.7 million , respectively, during the six months ended June 30, 2019 , and 2018 , respectively. Net cash used in investing activities decreased $10.8 million primarily due to the absence of issuance of $16.8 million note receivable. This increase was partially offset by lower additions to property, plant, and equipment, net of AFUDC, of $6.7 million.

Net Financing Cash Flow

Net cash used in financing activities was $10.7 million and $31.5 million , respectively, during the six months ended June 30, 2019 , and 2018 . Net cash used in financing activities decreased $20.8 million primarily due to:


•	lower distributions to Cleco Holdings of $71.0 million and


•	higher draws on Cleco Power’s credit facilities of $33.0 million.

These decreases were partially offset by:


•	the absence of a $50.0 million issuance for the second tranche of senior notes in March 2018 and


•	higher payments on Cleco Power’s credit facilities of $33.0 million.

Capital Expenditures

As a result of the Cleco Cajun Transaction, Cleco’s estimated capital expenditures increased to include Cleco Cajun’s estimated capital expenditures.

During the six months ended June 30, 2019, Cleco and Cleco Cajun had capital expenditures, excluding AFUDC, of $140.3 million and $2.7 million, respectively.

Cleco Cajun’s estimated capital expenditures for the six months ending December 31, 2019, and for the remainder of the five-year period ending December 31, 2023, excluding AFUDC, are $13.0 million and $89.0 million, respectively. Cleco’s estimated capital expenditures and debt maturities for the six months ending December 31, 2019, and for the remainder of the five-year period ending December 31, 2023, excluding AFUDC, are $190.0 million and $2.22 billion, respectively. For more information on Cleco and Cleco Power’s



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CLECO POWER		2019 2ND QUARTER FORM 10-Q

estimated capital expenditures for 2019 and the five-year period ending December 31, 2023, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Liquidity and Capital Resources — Cash Generation and Cash Requirements — Capital Expenditures” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

Cleco expects cash and cash equivalents on hand in addition to cash generated from operations, borrowings from credit facilities, and the net proceeds of any issuances of debt securities to be adequate to fund normal ongoing capital expenditures, working capital, and debt service requirements for the foreseeable future.

Contractual Obligations

Cleco, in the normal course of business activities, enters into a variety of contractual obligations. Some of these result in direct obligations that are reflected in Cleco’s Condensed Consolidated Balance Sheets while others are commitments, some firm and some based on uncertainties, that are not reflected in the Condensed Consolidated Financial Statements. For more information regarding Cleco’s Contractual Obligations, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Contractual Obligations” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2018 .

Off-Balance Sheet Commitments and Guarantees

Cleco Holdings and Cleco Power have entered into various off-balance sheet commitments, in the form of guarantees and standby letters of credit, in order to facilitate their activities and the activities of Cleco Holdings’ subsidiaries and equity investees (affiliates). Cleco Holdings and Cleco Power have also agreed to contractual terms that require them to pay third parties if certain triggering events occur. These contractual terms generally are defined as guarantees. For more information about off-balance sheet commitments and on-balance sheet guarantees, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 14 — Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees — Off-Balance Sheet Commitments and Guarantees.”

Cybersecurity

The operation of Cleco’s electrical systems relies on evolving operational and information technology systems and network infrastructures that are complex. The failure of Cleco or its vendors’ operational and information technology systems and networks due to a physical or cyberattack, or other event could significantly disrupt operations; cause harm to the public or employees; result in outages or reduced generating output; result in damage to Cleco’s assets or operations, or those of third parties; result in damage to Cleco’s reputation; and subject Cleco to claims by customers or third parties, any of which could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants. In addition, the Cleco Cajun Transaction could increase the risk associated with cybersecurity that could have a material adverse effect on Cleco’s results of operations, financial condition, or cash flows including phishing attacks, denial of service attacks, and employee insider attacks. Cleco continues to assess its cybersecurity tools and processes and

has taken a variety of actions to monitor and address cyber-related risks. Cleco’s Chief Digital and Information Officer leads Cleco’s cybersecurity team and oversees Cleco’s cybersecurity maturity plan. Each quarter, management provides cybersecurity updates to Cleco’s Board of Managers. For more information on risks related to Cleco’s cybersecurity, see Part II, Item 1A, “Risk Factors — Technology and Terrorism Threats” in this Quarterly Report on Form 10-Q.

Regulatory and Other Matters

Environmental Matters

Cleco is subject to extensive environmental regulation by federal, state, and local authorities and is required to comply with numerous environmental laws and regulations, and to obtain and comply with numerous governmental permits, in operating its facilities. In addition, existing environmental laws, regulations, and permits could be revised or reinterpreted; new laws and regulations could be adopted or become applicable to Cleco or its facilities; and future changes in environmental laws and regulations could occur, including potential regulatory and enforcement developments related to air emissions. Cleco may incur significant additional costs to comply with these revisions, reinterpretations, and requirements. Cleco Power could then seek recovery of additional environmental compliance costs as riders through the LPSC’s EAC or FRP. If Cleco fails to comply with these revisions, reinterpretations, and requirements, it could be subject to civil or criminal liabilities and fines. For a discussion of other Cleco environmental matters, see Part I, Item 1, “Business — Environmental Matters” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2018 .

On May 2, 2019, Louisiana Generating notified the EPA and the LDEQ that it has elected not to Retrofit (as such term is defined in the Consent Decree) Big Cajun II, Unit 1.

On July 8, 2019, the EPA published in the Federal Register a final rule to replace the CPP, formally titled Repeal of the Clean Power Plan; Emission Guidelines for Greenhouse Gas Emissions from Existing Electric Utility Generating Units; Revisions to Emission Guidelines Implementing Regulations. The state agency will have to set standards of performance for each affected generating unit and submit the implementation plan to the EPA for approval within three years from the date of rule publication in the Federal Register. Until the state agency has set standards for the affected generating units, management cannot determine the future regulatory requirements and impact on Cleco’s existing affected units nor if the new rule will have a material impact on the results of operations, financial condition, or cash flows of the Registrants.

Retail Rates of Cleco Power

Fuel Rates

Generally, Cleco Power’s cost of fuel used for electric generation and the cost of power purchased for utility customers are recovered through the LPSC-established FAC that enables Cleco Power to pass on to its customers substantially all such charges. Recovery of FAC costs is subject to periodic fuel audits by the LPSC. For more information on the FAC and the most recent fuel audit, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 14 — Litigation, Other Commitments and



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CLECO POWER		2019 2ND QUARTER FORM 10-Q

Contingencies, and Disclosures about Guarantees — Litigation — LPSC Audits — Fuel Audit.”

Environmental Rates

In July 2009, the LPSC issued Docket No. U-29380 Subdocket A, which provides Cleco Power an EAC to recover from customers certain costs of environmental compliance. These expenses are eligible for recovery through Cleco Power’s EAC and are subject to periodic review by the LPSC. For more information on the EAC and the ongoing environmental audit covering January 1, 2016, through December 31, 2017, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 14 — Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees — Litigation — LPSC Audits — Environmental Audit.”

Energy Efficiency

In 2009, the LPSC opened a docket to study the promotion of energy efficiency by jurisdictional electric and natural gas utilities. In 2013, the LPSC issued a General Order adopting rules promoting energy efficiency programs. The order addressed two energy efficiency programs, Phase I and Phase II. Phase I, known as the Quick Start program, was a three-year program to expedite the energy efficiency implementation and was expected to develop into Phase II, a more detailed and comprehensive program. Cleco Power participated in the Phase I program beginning in November 2014 for three years and designed several energy efficiency programs for customers. In January 2017, the LPSC amended the third year of the Phase I program to allocate no less than 50% of its annual program budgets to applicable government and state agencies. Beginning in November 2014, Cleco Power recovered approximately $3.3 million annually for each of the three program years through an approved rate tariff.

In September 2017, the LPSC extended Phase I for an additional year. Cleco Power began recovery of approximately $3.3 million for estimated costs for the fourth program year beginning January 1, 2018. Also, in September 2017, the LPSC approved a motion for additional energy efficiency program funds for the exclusive benefit of school districts, local governments, state agencies, and higher education institutions or any other public entities (political subdivision). The recovery of approximately $3.3 million annually for estimated costs for the political subdivision program began on January 1, 2018. On December 19, 2018, the LPSC extended Phase I for an additional year. The LPSC Staff has begun to work on Phase II rules.

In November 2017, the LPSC initiated an audit on the first two program years to consider all program costs. On June 19, 2019, the LPSC approved the audit report and concluded the costs were reasonable and prudent, and eligible for recovery consistent with the Energy Efficiency Rules.

Generally, utility companies are allowed to recover from customers the accumulated decrease in revenues associated with the energy efficiency programs. In December 2018, Cleco Power filed a letter of intent with the LPSC to recover certain accumulated decrease in revenues. On March 28, 2019, Cleco Power received communication from the LPSC indicating denial of the request.

MISO Cost Benefit Analysis

Cleco Power entered into MISO in 2013. Within five years of joining MISO, the LPSC required Cleco Power to conduct a

study of the costs and benefits of its membership in MISO. During the second quarter of 2017, Cleco Power submitted an analysis with both a backward-looking, historical analysis and a forward-looking, prospective analysis of the costs and benefits of operating in MISO, as compared to a scenario where Cleco Power and Entergy Louisiana exit MISO and operate independently. Cleco Power’s analysis indicated that continued MISO membership would best serve the public interest. Cleco Power has responded to several sets of data requests on the analysis. Management is unable to predict the outcome of this analysis or give a reasonable estimate of the possible range of disallowance of costs, if any.

Wholesale Rates

The rates Cleco charges its wholesale customers are subject to FERC’s triennial market power analysis. FERC requires a utility to pass a screening test as a condition for securing and/or retaining approval to sell electricity in wholesale markets at market-based rates. An updated market power analysis must be filed with FERC every three years or upon the occurrence of a change in status as defined by FERC regulation. Cleco’s next triennial market power analysis is expected to be filed during the fourth quarter of 2020.

Transmission Rates of Cleco Power

Two complaints were filed with FERC seeking to reduce the ROE component of the transmission rates that MISO transmission owners, including Cleco, may collect under the MISO tariff. For more information about the ROE complaints, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 14 — Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees — Litigation — Transmission ROE.”

For information about the risks associated with Cleco Power’s participation in MISO, see Part II, Item 1A, “Risk Factors — MISO” in this Quarterly Report on Form 10-Q.

For information on transmission rates of Cleco Power, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Regulatory and Other Matters — Transmission Rates of Cleco Power” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

Transmission, Distribution, and Generation Projects

Cleco Power’s significant ongoing projects include the Bayou Vista to Segura transmission project, the DSMART distribution project and the St. Mary Clean Energy Center generation project. For information on these projects, see “— Overview — Cleco Power.”

Market Restructuring

Wholesale Electric Markets

RTO

For information on Cleco Power’s operations within MISO and for information on regulatory aspects of wholesale electric markets affecting Cleco, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Regulatory and Other Matters — Market Restructuring — Wholesale Electric Markets” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2018 .



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CLECO POWER		2019 2ND QUARTER FORM 10-Q

ERO

The Energy Policy Act of 2005 added Section 215 to the Federal Power Act, which provides for a uniform system of mandatory, enforceable reliability standards. In 2006, FERC named NERC as the ERO that will be required to develop and enforce the mandatory reliability standards.

A NERC Reliability Standards audit is conducted every three years for Cleco Power and Cleco Cajun. Cleco Power’s next NERC Reliability Standards on-site audit is scheduled to begin in October 2019. The Cleco Cajun NERC Reliability Standards audit occurred during April 2019. There were no violations or areas of concern discovered during this audit.

A NERC CIP audit is also conducted every three years. Cleco Power’s next NERC CIP audit is scheduled to begin in the second quarter of 2020. Cleco Cajun’s CIP audit occurred during June 2019. The results of the audit are pending.

Management is unable to predict the final outcome of the current Cleco Cajun CIP audit, or any future audits, or whether any findings will have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants. For a discussion of risks associated with FERC’s regulation of Cleco Power’s transmission system, see Part II, Item 1A, “Risk Factors — Reliability and Infrastructure Protection Standards Compliance” in this Quarterly Report on Form 10-Q.

Retail Electric Markets

For information on the regulatory aspects of retail electric markets affecting Cleco Power, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Regulatory and Other Matters — Market Restructuring — Retail Electric Markets” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2018 .

Integrated Resource Plan (IRP)

In accordance with the General Order in LPSC Docket No. R-30021, on October 20, 2017, Cleco Power filed a request with the LPSC to initiate an IRP process. On February 20, 2018, Cleco Power filed the data assumptions to be used in its IRP analysis. The IRP process includes conducting stakeholder meetings and receiving feedback from stakeholders. The first stakeholder meeting was held on April 5, 2018. Comments from the stakeholders were filed on June 5, 2018. Cleco Power responded to multiple sets of data requests. Cleco Power filed a draft IRP report on January 29, 2019. A second stakeholder meeting was held on February 28, 2019. Comments from stakeholders were received on April 30, 2019. Cleco Power expects to file the final IRP report no later than August 30, 2019, with LPSC acknowledgment of a completed IRP process expected in early 2020.

The IRP report describes how Cleco Power plans to meet its forecasted load requirements on a reliable and economic basis. The IRP is used as a guide in future decision-making and does not represent firm operational commitments. LPSC acknowledgment of a completed IRP process does not represent approval of any actions stated in the IRP report.

Franchises

Cleco Power operates under nonexclusive franchise rights granted by governmental units, such as municipalities and parishes (counties), and enforced by state law. Cleco Power’s next municipal franchise expires in July 2021.

In June 2019, the Village of Loreauville voted to renew the franchise agreement with Cleco Power with an effective date of June 6, 2019. The franchise agreement is for 27 years until June 2046. Currently, approximately 384 customers are located in the Village of Loreauville.

In July 2019, the City of Opelousas voted to renew the franchise agreement with Cleco Power with an effective date of August 11, 2021. The franchise agreement is for 10 years from the effective date, until August 2031. Currently, approximately 9,604 customers are located in the City of Opelousas.

For more information on franchises, see Part I, Item 1, “Business Regulatory Matters, Industry Developments, and Franchises — Franchises” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2018 .

Recent Authoritative Guidance

For a discussion of recent authoritative guidance, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 3 — Recent Authoritative Guidance.”

CRITICAL ACCOUNTING POLICIES

Cleco’s critical accounting policies include accounting policies that are important to Cleco’s financial condition and results of operations and that require management to make difficult, subjective, or complex judgments about future events, which could result in a material impact to the financial statements of Cleco. The preparation of financial statements contained in this report requires management to make estimates and assumptions. Estimates and assumptions about future events and their effects cannot be made with certainty. These estimates involve judgments regarding many factors that in and of themselves could materially affect the financial statements and disclosures. On an ongoing basis, these estimates and assumptions are evaluated and, if necessary, adjustments are made when warranted by new or updated information or by a change in circumstances or environment. Actual results may differ significantly from these estimates under different assumptions or conditions.

For more information on Cleco’s critical accounting policies, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies” in the Registrant’s Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2018 .

CLECO POWER — NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS

Cleco Power meets the conditions specified in General Instructions H(1)(a) and (b) to Form 10-Q and is, therefore, permitted to use the reduced disclosure format for wholly owned subsidiaries of reporting companies. Accordingly, Cleco Power has omitted from this report the information called for by Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) and Item 3 (Quantitative and Qualitative Disclosures about Market Risk) of Part I of Form 10-Q and the following Part II items of Form 10-Q: Item 2 (Unregistered Sales of Equity Securities and Use of Proceeds) and Item 3 (Defaults upon Senior Securities).



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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

RISK OVERVIEW

Cleco is exposed to several forms of market risk, consisting primarily of counterparty credit risk, interest rate risk, and commodity price risk. Cleco maintains policies and procedures to help manage these risks.

Credit and Liquidity

Cleco monitors credit risk exposure through review of counterparty credit quality and counterparty credit exposure. Cleco manages counterparty credit risk exposure by establishing appropriate credit limits with counterparties and requiring contractual guarantees, cash deposits, or letters of credit from counterparties, as deemed necessary. Cleco Power and Cleco Cajun have agreements in place with various counterparties that may authorize transaction netting and contract payments to mitigate credit risk of transactions.

Access to capital markets is a significant source of funding for both short- and long-term capital requirements not satisfied by operating cash flows. Future actions or inactions of the federal government, including a failure to increase the government debt limit, could increase the actual or perceived risk that the U.S. may not pay its obligations when due and may disrupt financial markets, including capital markets, potentially limiting availability and increasing costs of capital. The inability to raise capital on favorable terms could negatively affect Cleco’s ability to maintain and expand its businesses. After assessing the current operating performance, liquidity, and credit ratings of Cleco Holdings and Cleco Power, management believes that Cleco will have access to the capital markets at prevailing market rates for companies with comparable credit ratings. Cleco Holdings and Cleco Power pay fees and interest under their respective credit facilities based on the highest rating held. For more information, see Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Liquidity and Capital Resources — General Considerations and Credit-Related Risks.”

Interest Rate Risks

Cleco monitors its mix of fixed- and variable-rate debt obligations in light of changing market conditions and from time to time may alter that mix, for example, refinancing balances outstanding under its variable-rate credit facility with fixed-rate debt. Calculations of the changes in fair market value and interest expense of the debt securities are made over a one-year period.

Sensitivity to changes in interest rates for variable-rate obligations is computed by assuming a 1% change in the current interest rate applicable to such debt.

At June 30, 2019 , Cleco Holdings had no variable-rate debt outstanding under its $175.0 million credit facility. The borrowing costs under Cleco Holdings’ credit facility are equal to LIBOR plus 1.75% or ABR plus 0.75%, plus commitment fees of 0.275%.

At June 30, 2019 , Cleco Holdings had $700.0 million long-term variable rate bank term loans outstanding. One bank term loan has $300.0 million outstanding at an interest rate of LIBOR plus 1.250%, for an all-in interest rate of 3.66% at June 30, 2019. Another bank term loan has a balance of $300.0 million outstanding, at an interest rate of LIBOR plus 1.625%, for an

all-in interest rate of 4.015% at June 30, 2019. The last bank term loan has a balance of $100.0 million outstanding, at an interest rate of LIBOR plus 1.625%, for an all-in interest rate of 4.045% at June 30, 2019. The weighted average rate for all outstanding term loan debt was 3.867%. Each 1% increase in the interest rate applicable to such debt would result in a decrease in Cleco Holdings’ pretax earnings of $7.0 million.

At June 30, 2019 , Cleco Power had no variable-rate debt outstanding. Cleco Power’s borrowing costs under its $300.0 million credit facility are equal to LIBOR plus 1.125% or ABR plus 0.125%, plus commitment fees of 0.125%.

Cleco may enter into contracts to mitigate the volatility in interest rate risk. These contracts include, but are not limited to, interest rate swaps and treasury rate locks. For each reporting period presented, the Registrants did not enter into any contracts to mitigate the volatility in interest rate risk.

Commodity Price Risks

Cleco Power and Cleco Cajun are exposed to changes in market prices inherent in fuel supply, generation, and customer supply activities. Cleco’s Energy Market Risk Management Policy authorizes hedging commodity price risk with physical or financially settled derivative instruments. Some of these contracts may qualify for the normal purchase, normal sale (NPNS) exception under derivative accounting guidance. Contracts that do not qualify for NPNS accounting treatment or are not elected for NPNS accounting treatment are marked-to-market and recorded on the balance sheet at their fair value.

Cleco Power and Cleco Cajun are awarded and/or purchase FTRs in auctions facilitated by MISO. The majority of these FTRs are purchased in annual auctions during the second quarter, but additional FTRs may be purchased in monthly auctions. FTRs represent economic hedges of future congestion charges that will be incurred in serving customer load. FTRs are derivatives not designated as hedging instruments for accounting purposes. At June 30, 2019 , Cleco Power’s Condensed Consolidated Balance Sheet reflected FTRs of $14.7 million in Energy risk management assets and $0.8 million in Energy risk management liabilities. At June 30, 2019 , Cleco’s Condensed Consolidated Balance Sheet reflected FTRs of $17.1 million in Energy risk management assets and $2.4 million in Energy risk management liabilities.

Cleco Cajun entered into other commodity derivative contracts that are fixed price natural gas forwards which fluctuate in value as underlying natural gas prices change. At June 30, 2019 , Cleco’s Condensed Consolidated Balance Sheet reflected other commodity derivatives of $2.8 million in Energy risk management liabilities.

For more information on the accounting treatment and fair value of FTRs and other commodity derivatives, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 1 — Summary of Significant Accounting Policies — Derivatives and Other Risk Management Activity” and “Note 7 — Fair Value Accounting — Commodity Contracts.”



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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of Cleco Holdings and Cleco Power (individually, “Registrant” and collectively, the “Registrants”) management, including the CEO and CFO, the Registrants have evaluated the effectiveness of their disclosure controls and procedures as of June 30, 2019 . Based on the evaluations, the CEO and CFO have concluded that the Registrants’ disclosure controls and procedures are effective to ensure that information required to be disclosed by each Registrant in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms; and that the Registrants’ disclosure controls and procedures are also effective in ensuring that such information is accumulated and communicated to the Registrants’ management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

On February 4, 2019, Cleco Cajun acquired from NRG Energy all of the outstanding membership interests in South Central Generating. Cleco is evaluating changes to processes and other

components of internal controls over financial reporting of

Cleco Cajun as part of its ongoing integration activities. For more information on the transaction, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 2 — Business Combination.”

During the three months ended June 30, 2019, the Registrants transitioned to a new enterprise business application and, accordingly, modified certain existing, as well as implemented new, processes and internal controls to adapt to the new application. While Cleco believes that this new system and related changes to internal controls will ultimately strengthen its internal controls over financial reporting, there are inherent risks in implementing a new system and the

Registrants will continue to evaluate and monitor these control changes.

There have been no other changes in the Registrants’ internal control over financial reporting that occurred during the three months ended June 30, 2019 , that have materially affected, or are reasonably likely to materially affect, the Registrants’ internal control over financial reporting.



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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

CLECO

For information on legal proceedings affecting Cleco, see Part I, Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 14 — Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees — Litigation.”

CLECO POWER

For information on legal proceedings affecting Cleco Power, see Part I, Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 14 — Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees — Litigation.”

ITEM 1A. RISK FACTORS

The following risk factors, which supplement and update the risk factors disclosed in Part I, Item 1A, “Risk Factors” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2018, could have a material adverse effect on results and cause results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Registrants.

Cleco Cajun Transaction

The success of the Cleco Cajun Transaction depends, in part, on Cleco’s ability to manage the acquired business, realize anticipated benefits, and conduct an effective integration process.

On February 4, 2019, Cleco acquired all of the membership interests of South Central Generating upon the closing of the Cleco Cajun Transaction. The success of the Cleco Cajun Transaction will depend, in part, on Cleco’s ability to manage and operate an unregulated business through service to nine electric Louisiana cooperative customers and other wholesale customers. Additionally, the integration process could be complex, costly, and time consuming, including the diversion of significant management time and resources thereto, and may result in the following challenges, among others:


•	unanticipated delays, disruptions, issues or costs in integrating operations, 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;


•	loss of or difficulties retaining valuable employees or third-party relationships; and


•	meeting LPSC commitments relating to the transaction.

Even with the successful integration of the businesses, Cleco may not achieve the expected results or economic benefits. Any of the factors addressed above could decrease or delay the projected neutral or accretive effect of the Cleco Cajun Transaction. Failure to fully realize the anticipated benefits could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

Holding Company

Cleco Holdings is a holding company and its ability to meet its debt obligations is dependent on the cash generated by its subsidiaries.

Cleco Holdings is a holding company and conducts its operations primarily through its subsidiaries. Accordingly,

Cleco Holdings’ ability to meet its debt obligations is largely dependent upon the cash generated by these subsidiaries. Cleco Holdings’ subsidiaries are separate and distinct entities and have no obligations to pay any amounts due on Cleco Holdings’ debt or to make any funds available for such payment. In addition, Cleco Holdings’ subsidiaries’ ability to make dividend payments or other distributions to Cleco Holdings may be restricted by their obligations to holders of their outstanding securities and to other general business creditors. Substantially all of Cleco’s consolidated assets are held by either Cleco Power or Cleco Cajun. Cleco Holdings’ right to receive any assets of any subsidiary, and therefore the right of its creditors to participate in those assets, will be structurally subordinated to the claims of that subsidiary’s creditors, including trade creditors. In addition, even if Cleco Holdings were a creditor of any subsidiary, its rights as a creditor would be effectively subordinated to any security interest in the assets of that subsidiary and any indebtedness of the subsidiary ranking senior to that held by Cleco Holdings. Cleco Power is subject to regulation by the LPSC, which may impose limits on the amount of dividends that Cleco Power may pay Cleco Holdings. The 2016 Merger Commitments also provide for limitations on the amount of distributions that may be paid from Cleco Power to Cleco Holdings, depending on Cleco Power’s common equity ratio and its corporate credit/issuer ratings. As a result, Cleco Power may be prohibited from making distributions to Cleco Holdings.

Regulatory Compliance

Cleco operates in a highly regulated environment and adverse regulatory decisions or changes in applicable regulations could have a material adverse effect on the Registrants’ business or result in significant additional costs.

Cleco’s business is subject to extensive federal, state, and local energy, environmental, and other laws and regulations. The LPSC regulates Cleco’s retail operations and FERC regulates Cleco’s wholesale operations. The construction, planning, and siting of Cleco’s power plants and transmission lines are also subject to the jurisdiction of the LPSC and FERC. Additional regulatory authorities have jurisdiction over some of Cleco’s operations and construction projects including the EPA, the U.S. Bureau of Land Management, the U.S. Fish and Wildlife Services, the U.S. Department of Energy, the U.S. Coast Guard, the U.S. Army Corps of Engineers, the U.S. Department of Homeland Security, the Occupational Safety and Health Administration, the U.S. Department of Transportation, the U.S. Department of Agriculture, the U.S. Bureau of Economic Analysis, the Federal Communications Commission, the LDEQ, the Louisiana Department of Health



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and Hospitals, the Louisiana Department of Natural Resources, the Louisiana Department of Public Safety, the Louisiana Department of Agriculture, the Louisiana Bureau of Economic Analysis, regional water quality boards, and various local regulatory districts.

Should Cleco be unsuccessful in obtaining necessary licenses or permits or should these regulatory authorities initiate any investigations or enforcement actions or impose penalties or disallowances on Cleco, Cleco’s business could be adversely affected. Existing regulations may be revised or reinterpreted and new laws and regulations may be adopted or become applicable to Cleco or Cleco’s facilities in a manner that may have a material adverse effect on the Registrants’ business or result in significant additional costs.

As a result of the 2016 Merger, Cleco Holdings and Cleco Power made 2016 Merger Commitments to the LPSC including but not limited to the extension of Cleco Power’s current FRP for an additional two years, maintaining employee headcount, salaries, and benefits for ten years, and a limitation from incurring additional long-term debt, excluding non-recourse debt, unless certain financial ratios are achieved. Additionally, upon approval of the Cleco Cajun Transaction, Cleco made commitments to the LPSC including but not limited to holding Cleco Power retail customers harmless for any adverse impacts, increased costs of debt or equity, and credit rating downgrades attributable to the Cleco Cajun Transaction; the repayment of $400.0 million of Cleco Holdings’ debt prior to December 31, 2024, of which $66.7 million is required in 2019; and a $4.0 million annual reduction to Cleco Power’s retail customer rates.

In April 2016, the LPSC issued Docket No. R-34026 to investigate the double leveraging issues for all LPSC-jurisdictional utilities whereby double leveraging is utilized to fund a utility’s capital structure, and to consider whether any costs associated with such double leveraging should be included in the rates paid by the utility’s retail ratepayers. Cleco Power has intervened in this proceeding, along with other Louisiana utilities. In April 2016, the LPSC also issued Docket No. R-34029 to investigate the tax structure issues for all LPSC-jurisdictional utilities to consider whether only the state and federal taxes included in a utility’s retail rate will be those that do not exceed the utility’s share of the actual taxes paid to those federal and state taxing authorities. Cleco Power filed a motion to intervene in this proceeding along with other Louisiana utilities. In October 2016, Cleco received the first set of data requests from the LPSC Staff for each of the above mentioned dockets. Cleco has filed responses to the non-confidential requests and is waiting on the completion of a confidentiality agreement to respond to the confidential requests. Cleco is unable to determine if or when the completion of this confidentiality agreement will occur. If the LPSC were to disallow such costs incurred by the utility to be included in retail rates, such disallowance could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

Commodity Prices

Cleco Power and Cleco Cajun’s financial performance could be exposed to fluctuations in commodity prices and other factors, which could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

Cleco Power

Cleco Power may enter into fuel cost hedging transactions to mitigate the volatility in fuel costs passed through to its retail customers. When transactions expire or are offset through liquidation, actual gains or losses are deferred and included in the FAC in the month the physical contract settles. Recovery of any of these FAC costs is subject to, and may be disallowed as part of, a prudency review or a periodic fuel audit conducted by the LPSC.

Cleco Cajun

Cleco Cajun is exposed to uncertain market prices of electricity, natural gas, coal, and other commodities related to its generation and supply business. Energy costs and revenues are also subject to volumetric risk due to fluctuations related to generation and customer load uncertainty, unexpected plant outages, or changes in load driven by weather or other factors during the normal course of business. Failure to properly manage such expenses could result in adverse financial performance.

Transmission Constraints

Transmission constraints could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

Energy prices in the MISO market are based on LMP, which includes a component directly related to congestion on the transmission system. Pricing zones with greater transmission congestion may have a higher LMP. Physical transmission constraints present in the MISO market could increase energy costs within Cleco Power and Cleco Cajun’s pricing zones. Cleco purchases FTRs to mitigate transmission congestion price risks. However, insufficient FTR allocations or increased FTR costs due to negative congestion flows may result in an unexpected increase in energy costs to Cleco’s customers. For Cleco Power, if a disallowance of additional fuel costs associated with congestion is ordered by the LPSC resulting in a refund to Cleco Power’s customers, any such refund could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

LPSC Audits

The LPSC conducts fuel audits that could result in Cleco Power making substantial refunds of previously recorded revenue.

Generally, fuel and purchased power expenses are recovered through the LPSC-established FAC, which enables Cleco Power to pass on to its customers substantially all such charges. Recovery of FAC costs is subject to periodic fuel audits by the LPSC. The LPSC FAC General Order issued in November 1997, in Docket No. U-21497 provides that an audit will be performed at least every other year.

Cleco Power has FAC filings for January 2018 and thereafter that remain 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. If a



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disallowance of fuel costs is ordered, resulting in a refund to Cleco Power’s customers, any such refund could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

The LPSC conducts audits of environmental costs that could result in Cleco Power making substantial refunds of previously recorded revenue.

On May 22, 2018, Cleco Power received notice of an EAC audit from the LPSC for the period of January 1, 2016, to December 31, 2017, and Cleco Power has responded to several sets of data requests. The total amount of environmental expense included in the audit is $30.7 million. A final report is expected in the third quarter of 2019. Cleco Power has EAC filings for January 2018 and thereafter that remain 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. If a disallowance of environmental costs is ordered resulting in a refund to Cleco Power’s customers, any such refund could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

FERC Audit

FERC conducts audits that could result in Cleco Power making refunds of previously recorded revenue.

Generally, Cleco Power records wholesale transmission revenue through Attachment O of the MISO tariff and certain grandfathered agreements. These formulas are based on inputs from Cleco Power’s FERC Form 1. These rates and regulatory filings are subject to periodic audits by FERC. On March 13, 2018, the Division of Audits and Accounting within the Office of Enforcement of FERC initiated an audit of Cleco Power for the period of January 1, 2014, to the present. Cleco has responded to several sets of data requests. A final report is expected in the third quarter of 2019. Management is unable to predict or give a reasonable estimate of the possible range of the refund, if any, related to this audit. Any such refund could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

Hedging and Risk Management Activities

Cleco may not be adequately hedged against changes in commodity prices, which could have a material adverse effect on the results of operations, financial condition, and liquidity of the Registrants.

Cleco may enter into transactions to hedge all or some of customer supply agreements, natural gas, solid fuel requirements (coal), power, and other commodities. Hedge transactions are executed within established risk management

guidelines. As part of this strategy, Cleco may utilize fixed and variable price forward physical purchase and sales contracts, FTRs, firm transportation for fuels, futures, financial swaps, and physical or financial option contracts traded bilaterally with counterparties, in the over-the-counter markets, or on exchanges.

Additionally, Cleco may be able to only cover a portion of the exposure of its assets and commodities exposed to market price volatility, and the coverage will vary over time. To the extent Cleco has unhedged exposure, fluctuating commodity prices can materially affect Cleco’s results of operations and financial position.

Hedging transactions may introduce additional risks including basis, transmission, transportation, volumetric, and counterparty risks.

Cleco may guarantee the performance of a portion of the obligations relating to commercial transactions and hedging. Reductions in Cleco’s credit quality or changes in the market prices of transaction related energy commodities could increase the cash (margining) or letter of credit collateral required to be posted in connection with hedging and risk management activities, which could materially affect the Registrants’ liquidity and financial position.

Cleco is exposed to the risk that counterparties may not meet their obligations, which could have a material adverse effect on the operating and financial performance of the Registrants.

Counterparties may fail to perform their physical or financial obligations. Currently, some master agreements contain provisions that require the counterparties to provide credit support to secure all or part of their obligations to Cleco, or specifically to Cleco Power or Cleco Cajun. If the counterparties to these arrangements fail to perform, Cleco may enforce and recover the proceeds from the credit support provided; however, in the event of a default, credit support may not always be adequate to cover the related obligations. In such event, Cleco may incur losses in excess of amounts, if any, already paid to the counterparties. In addition, the credit commitments of Cleco’s lenders under its bank facilities may not be honored for a variety of reasons, including unexpected periods of financial distress affecting such lenders, which could materially affect the adequacy of its liquidity sources. In no case would Cleco Power bear any commodity or credit risk of Cleco Cajun.

The accounting for Cleco’s hedging activities may increase the volatility in the Registrants’ quarterly and annual financial results.

Cleco engages in transactions to economically hedge forward commodity market price risk exposure utilizing both physical and financial commodity purchases and sales commitments. Some of these contracts are accounted for as derivatives, which requires Cleco to record the fair value of the commitment on the balance sheet with changes in the fair value of all derivatives reflected within current period earnings. As a result, Cleco is unable to accurately predict the effect that its risk management decisions may have on quarterly and annual financial results, which could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.



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CLECO POWER		2019 2ND QUARTER FORM 10-Q

Global Economic Environment and Uncertainty; Access to Capital

Adverse capital market performance could result in reductions in the fair value of benefit plan assets and increase the Registrants’ liabilities related to such plans. Sustained declines in the fair value of the plan’s assets or sustained increases in plan liabilities could result in significant increases in funding requirements, which could adversely affect the Registrants’ liquidity and results of operations.

Performance of the capital markets affects the value of assets that are held in trust to satisfy future obligations under Cleco’s defined benefit pension plan. Sustained adverse market performance could result in lower rates of return for these assets than projected by Cleco and could increase Cleco’s funding requirements related to the pension plan. Additionally, changes in interest rates affect the present value of Cleco’s liabilities under the pension plan. Adverse changes in assumptions or adverse actual events could cause additional minimum contributions.

Inflation

Annual inflation rates, as measured by the U.S. Consumer Price Index, have averaged 2% during the three years ended December 31, 2018. Under established regulatory practice, historical costs have traditionally formed the basis for recovery from customers. As a result, Cleco Power’s future cash flows designed to provide recovery of historical plant costs may not be adequate to replace property, plant, and equipment in future years.

Disruptions in the capital and credit markets may adversely affect the Registrants’ cost of capital and ability to meet liquidity needs or access capital to operate and grow the business.

The Registrants’ business is capital intensive and dependent upon the Registrants’ respective abilities to access capital at reasonable rates and other terms. The Registrants’ liquidity needs could significantly increase in the event of a hurricane or other weather-related or unforeseen disaster or when there are spikes in the price for natural gas and other commodities. The occurrence of one or more contingencies, including a delay in regulatory recovery of fuel, purchased power, or storm restoration costs; higher than expected required pension contributions; an acceleration of payments or decreased credit lines; less cash flow from operations than expected; or other unexpected events, could cause the financing needs of the Registrants to increase materially.

Events beyond the Registrants’ control, such as political uncertainty in the U.S. (including the ongoing debates related to the U.S. federal government budget and debt ceiling), volatility and disruption in global capital and credit markets, may create uncertainty that could increase their cost of capital or impair their ability to access the capital markets, including the ability to draw on their respective bank credit facilities. Additionally, upon approval of the Cleco Cajun Transaction, Cleco made commitments to the LPSC including but not limited to holding Cleco Power retail customers harmless for any adverse impacts, increased costs of debt or equity, and credit rating downgrades attributable to the Cleco Cajun Transaction; the repayment of $400.0 million of Cleco Holdings’ debt prior to December 31, 2024, of which $66.7 million is required in 2019; and a $4.0 million annual reduction to Cleco Power’s retail customer rates. The Registrants are unable to predict the degree of success they will have in renewing or replacing their respective credit facilities as they come up for renewal. Moreover, the size, terms, and covenants of any new

credit facilities may not be comparable to, and may be more restrictive than, existing facilities. If the Registrants are unable to access the credit and capital markets on terms that are reasonable, they may have to delay raising capital, issue shorter-term securities, and/or bear an unfavorable cost of capital, which, in turn, could have a material adverse effect on the Registrants’ ability to fund capital expenditures or to service debt, or on the Registrants’ flexibility to react to changing economic and business conditions.

Future Electricity Sales

Cleco Power’s future electricity sales and corresponding base revenue and cash flows and Cleco Cajun’s future wholesale revenue and cash flows could be adversely affected by adverse macroeconomic conditions.

Adverse macroeconomic conditions resulting in low economic growth can negatively impact the businesses of Cleco Power’s residential, commercial, wholesale, and industrial customers, and Cleco Cajun’s wholesale customers resulting in decreased power consumption, which causes a corresponding decrease in base revenue for Cleco Power and revenue for Cleco Cajun. Reduced production or the shutdown of any of these customers’ facilities could substantially reduce Cleco Power’s base revenue and Cleco Cajun’s revenue.

Energy conservation, energy efficiency efforts, and other factors that reduce energy demand could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

Regulatory and legislative bodies have proposed or introduced requirements and incentives to reduce peak energy consumption. Conservation and energy efficiency programs are designed to reduce energy demand. Future electricity sales could be impacted by customers switching to alternative sources of energy, such as solar and wind, on-site power generation, and retail customers purchasing less electricity due to increased conservation efforts or expanded energy efficiency measures. Declining usage could result in an under-recovery of fixed costs at Cleco Power’s rate regulated business. An increase in energy conservation, energy efficiency efforts, and other efforts that reduce energy demand could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

Cleco Power’s Generation, Transmission, and Distribution Facilities

Cleco Power’s generation facilities are susceptible to unplanned outages, significant maintenance requirements, and interruption of fuel deliveries.

The operation of power generation facilities involves many risks, including breakdown or failure of equipment, fuel supply interruption, and performance below expected levels of output or efficiency. Approximately 25% of Cleco Power’s net capacity was constructed before 1980. Aging equipment, even if maintained in accordance with good engineering practices, may require significant expenditures to operate at peak efficiency, or to comply with environmental permits. Newer equipment can also be subject to unexpected failures. Accordingly, Cleco Power may incur more frequent unplanned outages, higher than anticipated operating and maintenance expenditures, higher replacement costs of purchased power, increased fuel costs, MISO related costs, and the loss of



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CLECO POWER		2019 2ND QUARTER FORM 10-Q

potential revenue related to competitive opportunities. The costs of such repairs, maintenance, and purchased power may not be fully recoverable in rates and could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

Cleco Power’s generating facilities are fueled primarily by coal, natural gas, petroleum coke, and lignite. The deliverability of these fuel sources may be constrained due to such factors as higher demand, decreased regional supply, production shortages, weather-related disturbances, railroad constraints, waterway levels, labor strikes, or lack of transportation capacity. If suppliers are unable to deliver the contracted volume of fuel and associated inventories are depleted, Cleco Power may be unable to operate generating units which may cause Cleco Power to operate at higher overall energy costs, which would increase the cost to customers. Fuel and MISO-procured/settled energy expenses, which are recovered from customers through the FAC, are subject to refund until either a prudency review or a periodic fuel audit is conducted by the LPSC.

Competition for access to other natural resources, particularly oil and natural gas, could negatively impact Cleco Power’s ability to access its lignite reserves. Placement of drilling rigs and pipelines for developing oil and gas reserves can preclude access to lignite in the same areas. Additionally, Cleco Power could be indirectly liable for the impacts of other companies’ activities on lands that have been mined and reclaimed by Cleco Power. Access to lignite reserves or the liability for impacts on reclaimed lands may not be recoverable in rates and could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

The construction of, and capital improvements to, power generation and transmission and distribution facilities involve substantial risks. Should construction or capital improvement efforts be significantly more expensive than planned, the financial condition, results of operations, or liquidity of Cleco Power could be materially affected.

Cleco Power’s ability to complete construction of capital improvements to power generation and transmission and distribution facilities in a timely manner and within budget is contingent upon many variables and subject to substantial risks. These variables include engineering and project execution risk and escalating costs for materials, labor, and environmental compliance. Delays in obtaining permits, shortages in materials and qualified labor, suppliers and contractors not performing as set forth under their contracts, changes in the scope and timing of projects, inaccurate cost estimates, the inability to raise capital on favorable terms, changes in commodity prices affecting revenue, fuel or material costs, changes in the economy, changes in laws or regulations, including environmental compliance requirements, and other events beyond the control of Cleco Power may materially affect the schedule and cost of these projects. If these projects are significantly delayed or become subject to cost overruns or cancellation, Cleco Power could incur additional costs including termination payments, face increased risk of potential write-off of the investment in the project, or may not be able to recover such costs in rates. Furthermore, failure to maintain various levels of generating unit availability or transmission and distribution reliability may result in various disallowances of Cleco Power’s investments.

Cleco Cajun’s Generation Facilities

Cleco Cajun’s generation facilities are susceptible to unplanned outages, significant maintenance requirements, interruption of fuel deliveries, and transmission constraints.

The operation of power generation facilities involves many risks, including breakdown or failure of equipment, fuel interruption, and performance below expected levels of output or efficiency. If adequate expenditures for equipment maintenance are not made, a facility may incur more frequent unplanned outages, higher than anticipated operating and maintenance expenditures, increased fuel costs, and potentially the loss of revenue related to competitive opportunities.

Cleco Cajun’s generation facilities are fueled by coal and natural gas. The deliverability of these fuel sources may be constrained due to such factors as higher demand, production shortages, weather-related disturbances, or lack of transportation capacity.

Cleco Credit Ratings

A downgrade in Cleco Holdings’ or Cleco Power’s credit ratings could result in an increase in their respective borrowing costs, a reduced pool of potential investors and funding sources, and a restriction on Cleco Power making distributions to Cleco Holdings.

Neither Cleco Holdings nor Cleco Power can assure that its current debt ratings will remain in effect for any given period of time or that one or more of its debt ratings will not be lowered or withdrawn entirely by a rating agency. If S&P, Moody’s, or Fitch were to downgrade Cleco Holdings’ or Cleco Power’s long-term ratings, particularly below investment grade, the value of their debt securities would be adversely affected. Downgrades of either Cleco Holdings’ or Cleco Power’s credit ratings could result in additional fees and higher interest rates for borrowings under their respective credit facilities. In addition, Cleco Holdings or Cleco Power, as the case may be, would likely be required to pay higher interest rates in future debt financings, may be subject to more onerous debt covenants, and their pool of potential investors and funding sources could decrease. In addition, the 2016 Merger Commitments provide for limitations on the amount of distributions that may be paid from Cleco Power to Cleco Holdings, depending on Cleco Power’s common equity ratio and its corporate credit/issuer ratings. As a result, Cleco Power may be prohibited from making distributions to Cleco Holdings in the event of a ratings downgrade below investment grade.

MISO

MISO market operations could have a material adverse effect on the results of operations, generation revenues, energy supply costs, financial condition, or cash flows of the Registrants.

Cleco is a member of the MISO market region referred to as “MISO South,” which encompasses parts of Arkansas, Louisiana, Mississippi, and Texas. Dispatch of generation resources and generation volumes to the market is determined by MISO. Costs in the MISO South region are heavily influenced by commodity fuel prices, transmission congestion, dispatch of the generating assets owned not only by Cleco, but by all market participants in the MISO South region, and the overall demand and generation availability in the region.

MISO evaluates forced outage rates to assess generating unit capacity for planning reserve margins. If Cleco



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CLECO POWER		2019 2ND QUARTER FORM 10-Q

is subject to a significant amount of forced outages, Cleco may not possess sufficient planning reserves to serve its needs and could be forced to purchase capacity from the MISO resource adequacy auction. For Cleco Power, the costs of such capacity may not be recoverable in its rates and could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants. Using MISO’s unforced capacity method for determining generating unit capacity, Cleco Power’s fleet provided for 536 MW of capacity in excess of its peak, coincident to MISO’s peak, in 2018.

Technology and Terrorism Threats

The operational and information technology systems on which Cleco relies to conduct its business and serve customers could fail to function properly due to technological problems, cyber attacks, physical attacks on Cleco’s assets, acts of terrorism, severe weather, solar events, electromagnetic events, natural disasters, the age and condition of information technology assets, human error, or other reasons that could disrupt Cleco’s operations and cause Cleco to incur unanticipated losses and expense.

The operation of Cleco’s extensive electrical systems relies on evolving operational and information technology systems and network infrastructures that are becoming extremely complex as new technologies and systems are implemented to more safely and reliably deliver electric services. Cleco’s business is highly dependent on its ability to process and monitor, on a real-time daily basis, a large number of tasks and transactions, many of which are highly complex. The failure of Cleco’s operational and information technology systems and networks due to a physical or cyber attack, or other event would significantly disrupt operations; cause harm to the public or employees; result in outages or reduced generating output; result in damage to Cleco’s assets or operations, or those of third parties; and subject Cleco to claims by customers or third parties, any of which could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

Cleco’s systems, including its financial information, operational systems, advanced metering, and billing systems, require constant maintenance, monitoring, security patches, modification or configuration of systems, and update and upgrade of systems, which can be costly and increase the risk of errors and malfunction. Any disruptions or deficiencies in existing systems, or disruptions, delays, or deficiencies in the modification, transition to, or implementation of new systems, could result in increased costs, the inability to track or collect revenues and the diversion of management’s and employees’ attention and resources, and could adversely affect the effectiveness of Cleco’s control environment, and/or its ability to accurately or timely file required regulatory reports.

Despite implementation of security and mitigation measures, all of Cleco’s technology systems and those of Cleco’s vendors are vulnerable to inoperability or impaired operations or failures due to cyber or physical attacks on the facilities and equipment needed to operate the technology systems, viruses, human errors, acts of war or terrorism, and other events. If Cleco’s or its vendor’s information technology systems or network infrastructure were to fail, Cleco might be unable to fulfill critical business functions and serve its customers, which could have a material adverse effect on the financial conditions, results of operations, or cash flows of the Registrants.

In addition, in the ordinary course of its business, Cleco collects and retains sensitive information including personal identification information about customers and employees, customer energy usage, and other confidential information. The theft, damage, or improper disclosure of sensitive electronic data could subject Cleco to both penalties for violation of applicable privacy laws and claims from third parties, or harm Cleco’s reputation. In addition, new laws and regulations governing data privacy and the unauthorized disclosure of confidential information pose increasingly complex compliance challenges and potentially elevate costs, and any failure to comply with these laws and regulations could result in significant penalties and legal liability.

Taxes

Changes in taxation as well as the inherent difficulty in quantifying potential tax effects of business decisions could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

The Registrants make judgments regarding the utilization of existing income tax credits and the potential tax effects of various financial transactions and results of operations to estimate their obligations to taxing authorities. Tax obligations include income, franchise, real estate, sales and use, and employment-related taxes. These judgments may include reserves for potential adverse outcomes regarding tax positions that have been taken. Changes in federal, state, or local tax laws, adverse tax audit results, or adverse tax rulings on positions taken by the Registrants could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

Changes in taxation due to uncertain effects of the TCJA could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

The budget reconciliation act commonly referred to as the TCJA was signed into law on December 22, 2017. Proposed rulemakings issued in 2018 by the IRS subsequent to the TCJA could have a material adverse effect on the results of operations, financial conditions, or cash flows of the Registrants. The Registrants continue to assess the regulatory treatment of the TCJA, which could also have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

In February 2018, the LPSC directed utilities, including Cleco Power, to provide considerations of the appropriate manner to flowthrough to ratepayers the benefits of the reduction in corporate income taxes as a result of the TCJA. After various filings and settlement discussions, on July 10, 2019, the LPSC approved Cleco Power’s rate refund of $79.2 million, plus interest, for the reduction in the statutory federal tax rate for the period from January 2018 to June 2020. The refund will be credited to customers over 12 months beginning August 1, 2019. At June 30, 2019 , Cleco Power had $47.5 million accrued for the estimated federal tax-related benefits from the TCJA and $3.0 million accrued for related interest.



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CLECO POWER		2019 2ND QUARTER FORM 10-Q

Reliability and Infrastructure Protection Standards Compliance

Cleco is subject to mandatory reliability and critical infrastructure protection standards. Fines and civil penalties are imposed on those who fail to comply with these standards.

NERC serves as the ERO with authority to establish and enforce mandatory reliability and infrastructure protection standards, subject to FERC approval, for users of the nation’s transmission system. FERC enforces compliance with these standards. New standards are being developed and existing standards are continuously being modified.

As these standards continue to be adopted and modified, they may impose additional compliance requirements on Cleco Power and Cleco Cajun separately, which may result in increased capital expenditures and operating expenses. Failure to comply with these standards can result in the imposition of material fines and civil penalties.

The SERC Reliability Corporation Regional Entity conducts a NERC Reliability Standards audit and a NERC CIP audit every three years on Cleco Power and Cleco Cajun separately. Cleco Power’s next NERC Reliability Standards audit is scheduled to begin in October 2019 and the next NERC CIP audit is scheduled to begin in the second quarter of 2020. Cleco Cajun’s most current CIP audit occurred in June 2019. The results of the audit are pending. Management is unable to predict the outcome of Cleco Cajun’s current CIP audit or any future audits or whether any findings will have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

Environmental Compliance

Cleco’s costs of compliance with environmental laws and regulations are significant. The costs of compliance with new environmental laws and regulations, as well as the incurrence of incremental environmental liabilities, could be significant to the Registrants.

Cleco is subject to extensive environmental oversight by federal, state, and local authorities and is required to comply with numerous environmental laws and regulations related to air quality, water quality, waste management, natural resources, and health and safety. Cleco also is required to obtain and comply with numerous governmental permits in operating its facilities. Existing environmental laws, regulations, and permits could be revised or reinterpreted, and new laws and regulations could be adopted or become applicable to Cleco. As a result, some of Cleco’s electric generating units could be rendered uneconomical to maintain or operate and could prompt early retirement of certain generation units. Any legal obligation that would require Cleco to substantially reduce its emissions beyond present levels could require extensive mitigation efforts and could raise uncertainty about the future viability of some fossil fuels as fuel for new and existing electric generating units. Cleco will evaluate potential solutions to comply with such regulations and monitor rulemaking and any legal matters impacting the proposed regulations. Cleco may incur significant capital expenditures or additional operating costs to comply with such revisions, reinterpretations, and new requirements. If Cleco were to fail to comply, it could be subject to civil or criminal liabilities and fines or may be forced to shut down or reduce production from its facilities. Cleco cannot predict the timing or the outcome of pending or future legislative and rulemaking proposals.

Cleco Power may request from its customers recovery of its costs to comply with new environmental laws and regulations. If the LPSC were to deny Cleco Power’s request to recover all or part of its environmental compliance costs, there could be a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

Cleco Power’s Rates

The LPSC and FERC regulate the retail rates and wholesale transmission tariffs, respectively, that Cleco Power can charge its customers.

Cleco Power’s ongoing financial viability depends on its ability to recover its costs in a timely manner from its LPSC-jurisdictional customers through LPSC-approved rates and its ability to recover its FERC-authorized revenue requirements from its FERC-jurisdictional wholesale transmission customers. Cleco Power’s financial viability also depends on its ability to recover in rates an adequate return on capital, including long-term debt and equity. If Cleco Power is unable to recover any material amount of its costs in rates in a timely manner or recover an adequate return on capital, the results of operations, financial condition, or cash flows of the Registrants could be materially adversely affected.

Cleco Power’s revenues and earnings are substantially affected by regulatory proceedings known as rate cases or, in some cases, a request for extension of an FRP. During those cases, the LPSC determines Cleco Power’s rate base, depreciation rates, operation and maintenance costs, and administrative and general costs that Cleco Power may recover from its retail customers through its rates. In some instances, the outcome of a rate case or request for extension of an FRP may impact wholesale decisions of Cleco Power. These proceedings may examine, among other things, the prudence of Cleco Power’s operation and maintenance practices, level of subject expenditures, allowed rates of return, and previously incurred capital expenditures. The LPSC has the authority to disallow costs found not to have been prudently incurred. Rate cases generally have timelines of approximately one year, and decisions are typically subject to appeal, potentially leading to additional uncertainty. The transmission tariffs of Cleco Power are regulated by FERC with its own regulatory proceedings. Both the LPSC and FERC regulatory proceedings can involve multiple parties, including governmental bodies and officials, consumer advocacy groups, and various consumers of energy, all of whom have differing concerns but who have the common objective of limiting rate increases or reducing rates.

Transmission rates that MISO transmission owners may collect are regulated by FERC. Two complaints were filed with FERC seeking to reduce the ROE component of the transmission rates that MISO transmission owners, including Cleco, may collect under the MISO tariff. There is one complaint currently open. Any reduction to the ROE component of the transmission rates could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.



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CLECO POWER		2019 2ND QUARTER FORM 10-Q

Retail Electric Service

Cleco Power’s retail electric rates and business practices are regulated by the LPSC and reviews may result in refunds to customers.

Cleco Power’s retail rates for residential, commercial, and industrial customers and other retail sales are regulated by the LPSC, which conducts an annual review of Cleco Power’s earnings and regulatory ROE. Cleco Power could be required to make a substantial refund of previously recorded revenue as a result of the LPSC review and such refund could result in a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

Wholesale Electric Service

Cleco’s business practices are regulated by FERC, and the wholesale rates of both Cleco Power and Cleco Cajun are subject to FERC’s triennial market power analysis. Cleco Power and/or Cleco Cajun could lose the right to sell wholesale generation at market-based rates.

FERC conducts a review of Cleco’s generation market power every three years in addition to each time generation capacity changes. Cleco’s next triennial market power analysis is expected to be filed in 2020. In the future, if FERC determines Cleco Power and/or Cleco Cajun possesses generation market power in excess of certain thresholds, Cleco Power and/or Cleco Cajun could lose the right to sell wholesale generation at market-based rates, which could result in a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

Weather Sensitivity

The operating results of Cleco Power are affected by weather conditions and may fluctuate on a seasonal basis.

Weather conditions directly influence the demand for electricity, particularly with respect to residential customers. In Cleco Power’s service territory, demand for power typically peaks during the hot summer months. As a result, Cleco Power’s financial results may fluctuate on a seasonal basis. In addition, Cleco Power has sold less power and, consequently, earned less income when weather conditions were milder. Unusually mild weather in the future could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

Severe weather, including hurricanes and winter storms, can affect transportation of fuel to plant sites and can be destructive, causing outages and property damage that can potentially result in additional expenses, lower revenue, and additional capital restoration costs. Extreme drought conditions can impact the availability of cooling water to support the operations of generating plants, which can also result in additional expenses and lower revenue.

The physical risks associated with climate changes could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

If climate changes occur that result in warmer temperatures in Cleco’s service territories, it could result in one or more physical risks, such as an increase in sea level, wind and storm surge damages, wetland and barrier island erosion, risks of flooding, and changes in weather conditions, such as changes in temperature and precipitation patterns, and

potential increased impacts of extreme weather conditions or storms, or could affect the Registrants’ operations. The Registrants’ assets are in and serve communities that are at risk from sea level rise, changes in weather conditions, storms, and loss of the protection offered by coastal wetlands. A significant portion of the nation’s oil and gas infrastructure is located in these areas and is susceptible to storm damage that could be aggravated by wetland and barrier island erosion, which could give rise to fuel supply interruptions and price spikes.

These and other physical changes could result in changes in customer demand, increased costs associated with repairing and maintaining generating facilities and transmission and distribution systems, resulting in increased maintenance and capital costs (and potential increased financing needs), limits on Cleco’s ability to meet peak customer demand, increased regulatory oversight, and lower customer satisfaction. Also, to the extent that climate change would adversely impact the economic health of a region or result in energy conservation or demand side management programs, it may adversely impact customer demand and revenues. Such physical or operational risks could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

Litigation

Cleco is subject to litigation related to the 2016 Merger.

In connection with the 2016 Merger, four actions were filed in the 9 ^th Judicial District Court for Rapides Parish, Louisiana and three actions were filed in the Civil District Court for Orleans Parish, Louisiana. One of the actions filed in Rapides Parish has been dismissed. The remaining three actions in Rapides Parish have been consolidated. The three actions in Orleans Parish have been transferred to Rapides Parish and consolidated with the other litigation in Rapides Parish. The actions were filed against Cleco Corporation and, among others, Cleco Partners, Merger Sub, and members of the Board of Directors of Cleco Corporation. The petitions generally allege, among other things, that the members of Cleco Corporation’s Board of Directors breached their fiduciary duties by, among other things, conducting an allegedly inadequate sale process, agreeing to the 2016 Merger at a price that allegedly undervalues Cleco, and failing to disclose material information about the 2016 Merger. The petitions also allege that Cleco Partners, Cleco, and Merger Sub and, in some cases, certain of the investors in Cleco Partners, either aided and abetted or entered into a civil conspiracy to advance those supposed breaches of duty. The petitions seek various remedies, including monetary damages, which includes attorneys’ fees and expenses. In September 2016, the District Court granted the exceptions filed by Cleco and dismissed all claims asserted by the former shareholders. The plaintiffs appealed the District Court’s ruling and on December 13, 2017, the Third Circuit Court of Appeal issued an order reversing and remanding the case back to the District Court for further proceedings. On January 12, 2018, Cleco filed a writ with the Louisiana Supreme Court seeking review of the Third Circuit Court of Appeal’s decision. On March 2, 2018, the Louisiana Supreme Court denied the writ. Cleco filed writs of exception of res judicata and no cause of action in the District Court seeking dismissal of the case. On January 14, 2019, the District Court denied the writs. A hearing on plaintiffs’ request for certification of a class is scheduled for August 26, 2019.



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CLECO POWER		2019 2ND QUARTER FORM 10-Q

It is possible that additional claims beyond those that have already been filed will be brought by the current plaintiffs or by others in an effort to seek monetary relief from Cleco. Cleco is not able to predict the outcome of these actions, or others, nor can Cleco predict the amount of time and expense that will be required to resolve the actions. In addition, the cost to Cleco of defending the actions, even if resolved in Cleco’s favor, could be substantial. Such actions could also divert the attention of Cleco’s management and resources from day-to-day operations.

The outcome of legal proceedings cannot be predicted. An adverse finding could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

The Registrants are party to various litigation matters arising out of the ordinary operations of their business. The ultimate outcome of these matters cannot presently be determined, nor, in many cases, can the liability that could potentially result from a negative outcome in each case presently be reasonably estimated. The liability that the Registrants may ultimately incur with respect to any of these cases in the event of a negative outcome may be in excess of amounts currently reserved and insured against with respect to such matters and, as a result, these matters may have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

Government Reform

Changes in environmental, fiscal, and tax policies could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

The current Administration has called for substantial changes to environmental, fiscal, and tax policies. It is possible that these changes could adversely affect Cleco’s business. Until changes are enacted, management is unable to determine the impact of the changes on the Registrants’ business, results of operations, financial condition, or cash flows.

Workforce

Failure to attract and retain an appropriately qualified workforce could have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

Certain events, such as an aging workforce without appropriate replacements, matching of skill set or complement to future needs, or unavailability of contract resources may lead to operating challenges and increased costs. The challenges include lack of resources, loss of knowledge, and a lengthy time period associated with skill development. In this case, costs, including costs for contractors to replace employees, productivity costs, and safety costs, may rise. Failure to hire and adequately train replacement employees, including the transfer of significant internal historical knowledge and expertise to new employees, or the future availability and cost of contract labor may adversely affect the ability to manage and operate the Registrants’ businesses. If the Registrants are unable to successfully attract and retain an appropriately qualified workforce, the results of operations, financial condition, or cash flows of the Registrants could be materially adversely affected.

Alternative Generation Technology

Changes in technology may have a material adverse effect on the value of Cleco Power and Cleco Cajun’s generating facilities.

A basic premise of Cleco’s business is that generating electricity at central power plants achieves economies of scale and produces electricity at a relatively low price. There are alternative technologies to produce electricity, most notably wind turbines, photovoltaic cells, and other solar generated power. Many companies and organizations conduct research and development activities to seek improvements in alternative technologies. As new technologies are developed and become available, the quantity and pattern of electricity purchased by customers could decline, with a corresponding decline in revenues derived by generating assets. As a result, the value of Cleco Power and Cleco Cajun’s generating facilities could be reduced.

Insurance

Cleco’s insurance coverage may not be sufficient.

Cleco currently has property, casualty, cyber security and liability insurance policies in place to protect its employees, directors, and assets in amounts that it considers appropriate. Such policies are subject to certain limits and deductibles. Insurance coverage may not be available in the future at current costs, on commercially reasonable terms, or at all, and the insurance proceeds received for any loss of, or any damage to, any of Cleco’s facilities may not be sufficient to restore the loss or damage without a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

Like other utilities that serve coastal regions, Cleco Power does not have insurance covering its transmission and distribution system, other than substations, because it believes such insurance to be cost prohibitive. In the future, Cleco Power may not be able to recover the costs incurred in restoring transmission and distribution properties following hurricanes or other natural disasters through issuance of storm recovery bonds or a change in Cleco Power’s regulated rates or otherwise, or any such recovery may not be timely granted. Therefore, Cleco Power may not be able to restore any loss of, or damage to, any of its transmission and distribution properties without a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants.

Cleco Power LLC’s Unsecured and Unsubordinated Obligations

Cleco Power LLC’s unsecured and unsubordinated obligations, including, without limitation, its senior notes, will be effectively subordinated to any secured debt of Cleco Power LLC and structurally subordinated to debt and preferred equity of any of Cleco Power LLC’s subsidiaries.

Some of Cleco Power LLC’s senior notes and its obligations under various loan agreements and refunding agreements with the Rapides Finance Authority, the Louisiana Public Facilities Authority, and other issuers of tax-exempt bonds for the benefit of Cleco Power LLC are unsecured and rank equally with all of Cleco Power LLC’s existing and future unsecured and unsubordinated indebtedness. As of June 30, 2019, Cleco Power LLC had an aggregate of $1.36 billion of unsecured and unsubordinated indebtedness net of debt discount and debt expense. The unsecured and unsubordinated indebtedness of



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q

Cleco Power LLC will be effectively subordinated to, and thus have a junior position to, any secured debt that Cleco Power LLC may have outstanding from time to time (including any mortgage bonds) with respect to the assets securing such debt. Certain agreements entered into by Cleco Power LLC with other lenders that are unsecured provide that if Cleco Power LLC issues secured debt, Cleco Power LLC is obligated to grant these lenders the same security interest in certain assets of Cleco Power LLC. If such a security interest were to arise, it would further subordinate Cleco Power LLC’s unsecured and unsubordinated obligations.

As of June 30, 2019, Cleco Power LLC had no secured indebtedness outstanding. Cleco Power LLC may issue

mortgage bonds in the future under any future Indenture of Mortgage, and holders of mortgage bonds would have a prior claim on certain Cleco Power LLC material assets upon dissolution, winding up, liquidation, or reorganization. Additionally, Cleco Power LLC’s ability (and the ability of Cleco Power LLC’s creditors, including holders of its senior notes) to participate in the assets of Cleco Power LLC’s subsidiary, Cleco Katrina/Rita, is subject to the prior claims of the subsidiary’s creditors. As of June 30, 2019, Cleco Katrina/Rita had $21.0 million of indebtedness outstanding, net of debt discount and debt expense.



ITEM 6. EXHIBITS

CLECO
31.1	CEO Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
31.2	CFO Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
32.1	CEO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002
32.2	CFO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002
99.1	Unaudited Pro Forma Condensed Combined Financial Statements of Cleco (and its consolidated subsidiaries) for the year ended December 31, 2018, and for the six-month period ended June 30, 2019
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

CLECO POWER
31.3	CEO Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
31.4	CFO Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
32.3	CEO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002
32.4	CFO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase



CLECO
CLECO POWER		2019 2ND QUARTER FORM 10-Q

SIGNATURES

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



	CLECO CORPORATE HOLDINGS LLC
	(Registrant)

	By:	/s/ F. Tonita Laprarie
		F. Tonita Laprarie
		Controller and Chief Accounting Officer

Date: August 13, 2019

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



	CLECO POWER LLC
	(Registrant)

	By:	/s/ F. Tonita Laprarie
		F. Tonita Laprarie
		Controller and Chief Accounting Officer

Date: August 13, 2019

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