clecocorp200711k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
11-K
(Mark
One)
T ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the
fiscal year ended December 31, 2007
OR
£ TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the
transition period from ________________ to ____________________
Commission
file number 1-15759
A. Full title of the plan
and the address of the plan, if different from that of the issuer named
below:
Cleco
Power LLC 401(k) Savings and Investment Plan
B. Name of issuer of the
securities held pursuant to the plan and the address of its principal executive
office:
CLECO
CORPORATION
2030
Donahue Ferry Road, Pineville, Louisiana 71360-5226
Cleco
Power LLC 401(k) Savings and Investment Plan
Financial
Statements and Supplemental Schedules
December
31, 2007 and 2006
Cleco
Power LLC 401(k) Savings and Investment Plan
Index
December
31, 2007 and 2006
|
Page(s)
|
Report
of Independent Registered Public Accounting
Firm
|
1
|
Financial
Statements
|
|
Statements
of Net Assets Available for
Benefits
|
2
|
Statement
of Changes in Net Assets Available for
Benefits
|
3
|
Notes
to the Financial
Statements
|
4-9
|
Supplemental
Schedules
|
|
Schedule
H, line 4i – Schedule of Assets (Held at End of
Year)
|
10
|
Schedule
H, line 4j – Schedule of Reportable
Transactions
|
11
|
Note: Schedules
other than those listed above as required by the Department of Labor’s
Rules and Regulations for Reporting and Disclosure have been omitted
because they are either not required or not
applicable.
|
Report
of Independent Registered Public Accounting Firm
To the
Participants and Administrator of the
Cleco
Power LLC 401(k) Savings and Investment Plan
We have
audited the accompanying statements of net assets available for benefits of the
Cleco Power LLC 401(k) Savings and Investment Plan (the “Plan”) as of December
31, 2007 and 2006 and the related statement of changes in net assets
available for benefits for the year ended December 31, 2007. These
financial statements are the responsibility of the Plan’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our
opinion, such financial statements present fairly, in all material respects, the
net assets available for benefits of the Plan as of December 31, 2007 and 2006
and the changes in net assets available for benefits for the year ended December
31, 2007, in conformity with accounting principles generally accepted in the
United States of America.
Our
audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
(held at end of year) as of December 31, 2007 and the schedule of
reportable transactions for the year ended December 31, 2007, are presented for
the purpose of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department of Labor’s Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental
schedules are the responsibility of the Plan’s management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements, and, in our opinion, are fairly stated in all
material respects when considered in relation to the basic financial statements
taken as a whole.
/s/ McElroy, Quirk, & Burch
(APC)
Lake
Charles, Louisiana
June 16,
2008
Cleco
Power LLC 401(k) Savings and Investment Plan
Statements
of Net Assets Available for Benefits
December
31, 2007 and 2006
|
|
2007
|
|
|
2006
|
|
|
|
Participant
|
|
|
Nonparticipant
|
|
|
Participant
|
|
|
|
|
|
|
Directed
|
|
|
Directed
|
|
|
Directed
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments,
at fair value (see Note 2)
|
|
$ |
196,504,274 |
|
|
$ |
49,744,451 |
|
|
$ |
129,294,493 |
|
|
$ |
179,038,944 |
|
Participant
loans, at cost
|
|
|
3,833,609 |
|
|
|
- |
|
|
|
3,430,196 |
|
|
|
3,430,196 |
|
|
|
|
200,337,883 |
|
|
|
49,744,451 |
|
|
|
132,724,689 |
|
|
|
182,469,140 |
|
Contributions
receivable -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee
|
|
|
- |
|
|
|
- |
|
|
|
227,173 |
|
|
|
227,173 |
|
Employer
|
|
|
15,772 |
|
|
|
91,105 |
|
|
|
- |
|
|
|
91,105 |
|
Dividends
receivable
|
|
|
- |
|
|
|
411,769 |
|
|
|
- |
|
|
|
411,769 |
|
|
|
|
15,772 |
|
|
|
502,874 |
|
|
|
227,173 |
|
|
|
730,047 |
|
Net
assets available for benefits
|
|
$ |
200,353,655 |
|
|
$ |
50,247,325 |
|
|
$ |
132,951,862 |
|
|
$ |
183,199,187 |
|
The
accompanying notes are an integral part of the financial
statements.
Cleco
Power LLC 401(k) Savings and Investment Plan
Statement
of Changes in Net Assets Available for Benefits
Year
Ended December 31, 2007
|
|
Nonparticipant
|
|
|
Participant
|
|
|
|
|
|
|
Directed
|
|
|
Directed
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Income
from investment activities
|
|
|
|
|
|
|
|
|
|
Interest and
dividends
|
|
$ |
- |
|
|
$ |
12,325,880 |
|
|
$ |
12,325,880 |
|
Net appreciation in fair value
of investments
|
|
|
- |
|
|
|
4,990,248 |
|
|
|
4,990,248 |
|
Net investment
income
|
|
|
- |
|
|
|
17,316,128 |
|
|
|
17,316,128 |
|
Contributions
|
|
|
|
|
|
|
|
|
|
|
|
|
Employer
|
|
|
- |
|
|
|
2,645,455 |
|
|
|
2,645,455 |
|
Employee
|
|
|
- |
|
|
|
6,809,684 |
|
|
|
6,809,684 |
|
Total
contributions
|
|
|
- |
|
|
|
9,455,139 |
|
|
|
9,455,139 |
|
Total
additions
|
|
|
- |
|
|
|
26,771,267 |
|
|
|
26,771,267 |
|
Employee
distributions and withdrawals
|
|
|
- |
|
|
|
(9,616,799 |
) |
|
|
(9,616,799 |
) |
Increase in net assets
available for benefits
|
|
|
- |
|
|
|
17,154,468 |
|
|
|
17,154,468 |
|
Net
assets available for benefits, beginning of year
|
|
|
50,247,325 |
|
|
|
132,951,862 |
|
|
|
183,199,187 |
|
Transfer
|
|
|
(50,247,325 |
) |
|
|
50,247,325 |
|
|
|
- |
|
Net
assets available for benefits, end of year
|
|
$ |
- |
|
|
$ |
200,353,655 |
|
|
$ |
200,353,655 |
|
The
accompanying notes are an integral part of the financial
statements.
Cleco
Power LLC 401(k) Savings and Investment Plan
Notes
to the Financial Statements
December
31, 2007 and 2006
1.
|
Summary
of Significant Accounting Policies and Description of
Plan
|
Plan
Description
The Cleco
Power LLC 401(k) Savings and Investment Plan (formerly known as the Cleco
Corporation 401(k) Savings and Investment Plan) (the “Plan”), which was adopted
January 1, 1985, and last amended effective August 1, 2007, is intended to
provide active, eligible employees of Cleco Corporation and its subsidiaries
(“Cleco”) with voluntary, long-term savings and investment
opportunities. The Plan is a defined contribution plan designed
to comply with Section 4975(e)(7) of the Internal Revenue Code of 1986, as
amended (the “Code”), and is subject to the applicable provisions of the
Employee Retirement Income Security Act of 1974. From 1991 to March
2006, the Plan operated as a leveraged employee stock ownership plan (the
“ESOP”) and the employer match was made with Cleco Corporation convertible
Preferred Stock Series of 1991 with a par value of $100 (the “preferred
stock”). In 2006, the loan was retired and substantially all of the
shares of the preferred stock were fully allocated to plan
participants. Thereafter, Cleco Corporation made matching
contributions to, and funded dividend reinvestments by, Plan participants with
Cleco Corporation common stock. However, in accordance with the Plan,
Cleco Corporation can make contributions in the form of stock or
cash. In March 2007, the ESOP trustee converted all outstanding
shares of preferred stock into Cleco Corporation common stock. Plan
participants are allowed to choose whether to have dividends on Cleco
Corporation common stock allocated to participants in the Plan distributed in
cash or reinvested in additional shares of Cleco Corporation common
stock. Participation in the Plan is voluntary and active Cleco
employees are eligible to participate. Although the Plan is
voluntary, an employee who is hired or rehired on or after September 1, 2007, or
an existing employee who on September 1, 2007, has never enrolled in the Plan,
will automatically be enrolled in the Plan. The automatic pre-tax
compensation percentage of 4% can be increased or decreased or participants may
choose to opt out of the Plan. For a complete description of the
Plan, refer to the Cleco Power LLC 401(k) Savings and Investment Plan (the “Plan
Document”).
Amendments
In July
2007, Cleco Power’s Board of Managers amended the Plan effective September 1,
2007. The amendment allows an employee who is hired or rehired on or
after September 1, 2007, or an existing employee who on September 1, 2007, has
never enrolled in the Plan, to be automatically enrolled in the
Plan. At any time after the deferrals begin, the automatic pre-tax
compensation percentage of 4% can be increased or decreased or participants may
choose to opt out of the Plan.
In
October 2007, Cleco Power’s Board of Managers amended the Plan effective August
1, 2007. The amendment created a distinction between employees hired
before August 1, 2007 and employees hired on or after August 1, 2007 which are
known as “Enhanced Participants.” For Enhanced Participants, the
maximum basic match is 100% on a voluntary contribution up to 6% of compensation
and allows for a non-elective contribution whether or not the employee
voluntarily contributes to the Plan. The amendment also included a
service vesting schedule for the non-elective contribution.
Plan
Administration
The
administration of the Plan is the responsibility of a retirement committee of
Cleco Corporation (the “Committee”) comprised of employees of
Cleco. The Committee is appointed by Cleco Power’s Board of
Managers. Administrative expenses incurred by the Plan are borne by
Cleco. Cleco Power is the Plan sponsor. The responsibilities for the investment,
reinvestment, control and disbursement of the funds of the Plan rests with
JPMorgan Chase Bank (“Trustee”) and with JP Morgan Retirement Plan Services
(“Agent”) acting as the agent of the Trustee and recordkeeper to the
Plan.
Cleco
Power LLC 401(k) Savings and Investment Plan
Notes
to the Financial Statements
December
31, 2007 and 2006
Contributions
Participant
contributions are recorded in the period that Cleco makes payroll deductions
from participants. Unless otherwise restricted by law, participants
may contribute on a pretax basis up to 50% of annual compensation, not to exceed
$15,000 in 2006 and $15,500 in 2007. Participants who are at least 50 years
old by the end of the tax year may make an additional “catch-up” contribution
(above the 401(k) annual deferral limit) up to $5,000. The Trustee, in
accordance with the participants’ directives, invests the employee and employer
contributions in one or more of twenty publicly traded mutual funds, in one
self-directed account with access to over 1,000 mutual funds, in one common
collective trust, and in Cleco Corporation common stock. Certain
qualified 401(k) rollovers are permitted under the Plan.
Cleco
Corporation’s matching contribution depends upon the hire date of the
participant. Participants hired prior to August 1, 2007 are eligible
to receive a basic match not to exceed 66-2/3% of the employees’ total pretax
basic contribution, up to the first 6% of the participant’s annual
compensation. Participants hired on or after August 1, 2007 are
eligible to receive a basic match not to exceed 100% of the employees’ total
pretax basic contribution, up to the first 6% of the participant’s annual
compensation. Additionally, all employees hired on or after August 1,
2007, whether they chose to make a voluntary contribution or not, are eligible
to receive an additional non-elective Cleco match subject to certain vesting
requirements. In December 2007, management approved a 2% non-elective
contribution for eligible employees. The non-elective contribution
was paid to the Plan in February 2008.
Participants’
Accounts
The Agent
maintains accounts on behalf of each Plan participant. Each account
is credited with (a) the participant’s pretax, after tax or rollover
contribution, (b) the matching contribution and (c) the participant’s share of
Plan earnings. Allocations are based on participant compensation or
account balances, as defined.
Vesting
Participants
are fully vested in their voluntary contributions and the basic match at all
times. Effective August 1, 2007, additional non-elective Cleco funded
contributions are subject to vesting based upon years of vesting service as
shown below:
Years
of Vesting
Service
|
|
Vested
Percentage
|
1
year or less
|
|
0%
|
2
years
|
|
20%
|
3
years
|
|
40%
|
4
years
|
|
60%
|
5
years
|
|
80%
|
6
years or more
|
|
100%
|
Forfeitures
At
December 31, 2007, there were no forfeited nonvested accounts.
Withdrawals
and Loans
Funds in
participants’ accounts may be distributed upon death or separation from service
in either a lump-sum amount equal to the value of their account or as a
distribution in kind of shares held for their account. A participant
is entitled to receive a whole number of shares of Cleco Corporation common
stock. The amounts of any fractional shares are distributed in
cash. Under IRS regulations, active employees may withdraw funds from
their accounts after age 59-1/2 or in the case of certain defined financial
hardships.
Cleco
Power LLC 401(k) Savings and Investment Plan
Notes
to the Financial Statements
December
31, 2007 and 2006
Loans are
available to participants up to specified limits. The term of loans
shall not exceed five years and the interest rate is calculated based on the
prime rate published in the Wall Street Journal on the first day of the month
before the loan is requested plus 2%. Interest rates on participant
loans ranged from 6.00% to 10.25% in 2007 and 6.00% to 11.50% in
2006.
Benefits
payable for terminations and withdrawals are included in net assets available
for benefits and are charged to net assets available for benefits when
paid.
Diversification
Beginning
January 1, 2007, participants were allowed to diversify shares of Cleco
Corporation common stock regardless of age and years of service. In
March 2007, the ESOP trustee converted all outstanding shares of preferred stock
into shares of Cleco Corporation common stock resulting in 100% of prior ESOP
matching contributions being eligible for diversification with no
restrictions. Participants who elect to diversify can invest the
proceeds from the sale of shares of Cleco Corporation common stock in the
investment options offered by the Plan.
Investment
Valuation
Investments
in securities and mutual funds traded on national securities exchanges are
valued based on the last reported sales price as of the end of each fiscal
year. Participant loans are valued at cost, which approximates fair
value. The preferred stock was valued based on the greater of quoted
market value of the equivalent shares of Cleco Corporation common stock or the
par value of the preferred stock. As of December 31, 2006, the
preferred stock was valued based on the quoted market value of the equivalent
shares of Cleco Corporation common stock.
Income
Recognition
Purchases
and sales of securities are recorded on a trade-date basis. The Plan
presents in the Statement of Changes in Net Assets Available for Benefits the
net appreciation/depreciation in the fair value of its investments which
consists of the realized gains or losses and the unrealized
appreciation/depreciation on those investments. Interest income is
recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Priority
Upon Termination of Plan
The Plan
may be terminated at any time by Cleco Power’s Board of
Managers. Upon termination, all assets are to be distributed to Plan
participants or their beneficiaries. Participants would receive their
proportionate share of the assets as determined by individual account balances
on the date of termination.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of increases (decreases) in
net assets available for benefits during the reporting period. Actual
results could differ from those estimates.
Reclassifications
Certain
reclassifications have been made to the 2006 financial statements to conform
them to the presentation used in the 2007 financial statements. These
reclassifications had no effect on net assets available for
benefits.
Cleco
Power LLC 401(k) Savings and Investment Plan
Notes
to the Financial Statements
December
31, 2007 and 2006
Information
relative to investments as of December 31, 2007 and 2006, respectively, is as
follows:
Description
|
|
2007
|
|
|
2006
|
|
Investments,
at fair value:
|
|
|
|
|
|
|
Mutual Funds:
|
|
|
|
|
|
|
*American Century Income &
Growth Fund
|
|
$ |
29,526,327 |
|
|
$ |
31,294,286 |
|
JP Morgan Prime Money Market
Fund***
|
|
|
4,961,371 |
|
|
|
4,753,399 |
|
American Century GNMA
Fund
|
|
|
5,104,994 |
|
|
|
4,299,677 |
|
*Dodge & Cox Balanced
Fund
|
|
|
24,190,549 |
|
|
|
23,162,233 |
|
American Century Vista
Fund
|
|
|
9,057,393 |
|
|
|
5,833,126 |
|
American Century Strategic
Allocation:
|
|
|
|
|
|
|
|
|
Conservative Fund
|
|
|
- |
|
|
|
773,467 |
|
Moderate Fund
|
|
|
- |
|
|
|
1,713,623 |
|
Aggressive Fund
|
|
|
- |
|
|
|
3,185,079 |
|
*American Century Growth
Fund
|
|
|
11,853,182 |
|
|
|
10,101,000 |
|
T. Rowe Price Income
Fund
|
|
|
61,794 |
|
|
|
- |
|
T. Rowe Price Retirement 2005
Index Fund
|
|
|
52,350 |
|
|
|
- |
|
T. Rowe Price Retirement 2010
Index Fund
|
|
|
886,329 |
|
|
|
- |
|
T. Rowe Price Retirement 2015
Index Fund
|
|
|
1,283,823 |
|
|
|
- |
|
T. Rowe Price Retirement 2020
Index Fund
|
|
|
2,145,990 |
|
|
|
- |
|
T. Rowe Price Retirement 2025
Index Fund
|
|
|
1,075,582 |
|
|
|
- |
|
T. Rowe Price Retirement 2030
Index Fund
|
|
|
956,924 |
|
|
|
- |
|
T. Rowe Price Retirement 2035
Index Fund
|
|
|
531,618 |
|
|
|
- |
|
T. Rowe Price Retirement 2040
Index Fund
|
|
|
396,004 |
|
|
|
- |
|
T. Rowe Price Retirement 2045
Index Fund
|
|
|
125,384 |
|
|
|
- |
|
T. Rowe Price Retirement 2050
Index Fund
|
|
|
37,581 |
|
|
|
- |
|
T. Rowe Price Retirement 2055
Index Fund
|
|
|
5,686 |
|
|
|
- |
|
CRM Mid Cap Value
Fund
|
|
|
5,572,383 |
|
|
|
4,426,241 |
|
Morgan Stanley International
Equity Fund
|
|
|
8,911,744 |
|
|
|
7,575,657 |
|
Total mutual
funds
|
|
|
106,737,008 |
|
|
|
97,117,788 |
|
State Street Global Advisors
S&P 500 Fund – common collective trust
|
|
|
9,453,438 |
|
|
|
7,976,080 |
|
Schwab Personal Choice Retirement
Account – participant directed brokerage
|
|
|
2,361,721 |
|
|
|
1,644,613 |
|
*Cleco Corporation Common
Stock(1)
|
|
|
77,952,107 |
|
|
|
26,127,448 |
|
*Cleco Corporation Convertible
Preferred Stock Series of 1991**
|
|
|
- |
|
|
|
46,173,015 |
|
Total
investments, at fair value
|
|
|
196,504,274 |
|
|
|
179,038,944 |
|
Participant
loans
|
|
|
3,833,609 |
|
|
|
3,430,196 |
|
|
|
$ |
200,337,883 |
|
|
$ |
182,469,140 |
|
___________________________
|
|
|
|
|
|
|
|
|
*Denotes
investment exceeds 5% of the net assets available for
benefits.
|
|
|
|
|
|
|
|
|
**Nonparticipant-directed
investment
|
|
|
|
|
|
|
|
|
***Valued
at cost plus reinvested interest
|
|
|
|
|
|
|
|
|
(1)
In 2006,
$3,571,436 represents nonparticipant-directed investment
|
|
|
|
|
|
|
|
|
Cleco
Power LLC 401(k) Savings and Investment Plan
Notes
to the Financial Statements
December
31, 2007 and 2006
The
Plan’s investments (including gains and losses on investments bought and sold,
as well as held during the year) appreciated (depreciated) in value by
$4,990,248 for the year ended December 31, 2007, as follows:
Mutual
funds
|
|
$ |
(2,852,602 |
) |
Cleco
Corporation common stock
|
|
|
5,076,628 |
|
Common
collective trust
|
|
|
463,489 |
|
Nonparticipant
directed – Cleco preferred convertible shares
|
|
|
2,302,733 |
|
|
|
$ |
4,990,248 |
|
3.
|
Related
Party Transactions
|
Certain
Plan investments are managed by affiliates of the Agent and
Trustee. The Agent is the recordkeeper as defined by the
Plan. Participants may elect to invest in shares of Cleco Corporation
common stock. In 2007 and 2006, the Plan acquired 2,121,838 and
264,222 shares, respectively, of Cleco Corporation common stock with
an approximate market value of $56,030,345 and $5,939,188,
respectively. Included in the 2007 amount is the conversion of
preferred shares of $48,503,599. In 2007 and 2006, the Plan sold
324,479 and 197,259 shares, respectively, of Cleco Corporation common stock
with an approximate market value of $8,541,083 and $4,490,346,
respectively. In addition, during 2007 and 2006, 29,203 and 29,772
shares, respectively, of Cleco Corporation common stock representing in-kind
distributions were made to participants with an approximate market value of
$742,337 and $685,947, respectively.
Prior to
January 1, 2006, dividends received on the preferred stock by plan participants
were reinvested in additional shares of the preferred
stock. Effective January 1, 2006, an option was granted to have
dividends distributed in cash or reinvested in additional shares of preferred
stock. The reinvested dividends and additional contributions by Cleco
Power were used to pay debt and interest on the note payable.
The Plan
purchased the preferred stock using the proceeds of a bank note, which was
purchased by Cleco Power. The ESOP made debt service payments to
Cleco Power. For additional information, see Note 4
below.
Other
related parties include Cleco employees who participate in the Plan and the
Committee which is comprised of employees of Cleco and is responsible for the
administration of the Plan.
On April
2, 1991, the Plan entered into a $30 million borrowing agreement with the Bank
of New York (the “Bank”) to finance the purchase of 300,000 shares of the
preferred stock. Cleco Power purchased the outstanding principal
balance of the loan. The ESOP made debt service payments to Cleco
Power from dividends received on the preferred stock and from additional
contributions by Cleco Power in amounts necessary to satisfy debt service
requirements. No debt service payments were required under the
borrowing agreement until the year 2008; however, as noted below the Plan made
early payments on the debt.
Effective
in January 1993, the rate of interest on the note payable was fixed at
7.4%. Principal payments began in January 1999. In January
2006 and April 2006, the Plan made principal payments of $1,904,100 and $381,050
respectively. The final principal payment of $19,885 was made in July
2006. Unallocated shares of preferred stock were pledged as
collateral for the loan. Pursuant to the Employee Retirement Income
Security Act of 1974 regulations, debt service payments were made to
unencumbered shares of the preferred stock for allocation to participant
accounts.
Cleco
Power LLC 401(k) Savings and Investment Plan
Notes
to the Financial Statements
December
31, 2007 and 2006
The Plan
is qualified under Sections 401(a) and 401(k) of the Internal Revenue Code and,
accordingly, the associated trust is exempt from federal income taxes under
provision of Section 501(a). The Plan obtained its latest
determination letter on March 22, 2006, in which the Internal Revenue Service
stated that the Plan, as then written, was in compliance with the applicable
requirements of the Internal Revenue Code. The Plan has been amended since
receiving the determination letter. The Plan administrator and the Plan’s tax
counsel believe the Plan remains in compliance with the applicable requirements
of the Internal Revenue Code.
Participants’
pretax contributions, Cleco Corporation’s contributions, rollover contributions
as well as interest, dividends and profits earned by the Plan are not subject to
federal income taxes until these amounts are distributed.
6.
|
Risks
and Uncertainties
|
The Plan
invests in various investment securities. Investment securities are
exposed to various risks such as interest rate, market and credit
risks. Due to the level of risk associated with certain investment
securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could
materially affect participants’ account balances and the amounts reported in the
statement of net assets available for benefits.
Effective
January 1, 2008, Cleco ceased matching participant voluntary contributions in
Cleco Corporation common stock and started matching participant voluntary
contributions in cash. The cash contributions are invested in
proportion to the participant’s voluntary contribution investment
choices. Cleco has the right to change the form of contribution at
any time.
Cleco
Power LLC 401(k) Savings and Investment Plan
Schedule
H, line 4i - Schedule of Assets (Held at End of Year)
December
31, 2007
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
|
|
|
|
Description
of investment, including
|
|
|
|
|
|
|
|
Identity
of issuer, borrower,
|
|
maturity
date, rate of interest,
|
|
|
|
Current
|
|
|
|
lessor
or similar party
|
|
collateral
par, and maturity value
|
|
Cost
|
|
Value
|
|
|
* |
|
American
Century Income & Growth Fund
|
|
Mutual
fund
|
|
|
|
$ |
29,526,327 |
|
|
* |
|
JP
Morgan Prime Money Market Fund
|
|
Mutual
fund
|
|
|
|
|
4,961,371 |
|
|
* |
|
American
Century GNMA Fund
|
|
Mutual
fund
|
|
|
|
|
5,104,994 |
|
|
|
|
Dodge
& Cox Balanced Fund
|
|
Mutual
fund
|
|
|
|
|
24,190,549 |
|
|
* |
|
American
Century Vista Fund
|
|
Mutual
fund
|
|
|
|
|
9,057,393 |
|
|
|
|
T.
Rowe Price Income Fund
|
|
Mutual
fund
|
|
|
|
|
61,794 |
|
|
|
|
T.
Rowe Retirement 2005 Index Fund
|
|
Mutual
fund
|
|
|
|
|
52,350 |
|
|
|
|
T.
Rowe Retirement 2010 Index Fund
|
|
Mutual
fund
|
|
|
|
|
886,329 |
|
|
|
|
T.
Rowe Retirement 2015 Index Fund
|
|
Mutual
fund
|
|
|
|
|
1,283,823 |
|
|
|
|
T.
Rowe Retirement 2020 Index Fund
|
|
Mutual
fund
|
|
|
|
|
2,145,990 |
|
|
|
|
T.
Rowe Retirement 2025 Index Fund
|
|
Mutual
fund
|
|
|
|
|
1,075,582 |
|
|
|
|
T.
Rowe Retirement 2030 Index Fund
|
|
Mutual
fund
|
|
|
|
|
956,924 |
|
|
|
|
T.
Rowe Retirement 2035 Index Fund
|
|
Mutual
fund
|
|
|
|
|
531,618 |
|
|
|
|
T.
Rowe Retirement 2040 Index Fund
|
|
Mutual
fund
|
|
|
|
|
396,004 |
|
|
|
|
T.
Rowe Retirement 2045 Index Fund
|
|
Mutual
fund
|
|
|
|
|
125,384 |
|
|
|
|
T.
Rowe Retirement 2050 Index Fund
|
|
Mutual
fund
|
|
|
|
|
37,581 |
|
|
|
|
T.
Rowe Retirement 2055 Index Fund
|
|
Mutual
fund
|
|
|
|
|
5,686 |
|
|
* |
|
American
Century Growth Fund
|
|
Mutual
fund
|
|
|
|
|
11,853,182 |
|
|
* |
|
CRM
Mid Cap Value Fund
|
|
Mutual
fund
|
|
|
|
|
5,572,383 |
|
|
* |
|
Morgan
Stanley International Equity Fund
|
|
Mutual
fund
|
|
|
|
|
8,911,744 |
|
|
|
|
Total mutual
funds
|
|
|
|
|
|
$ |
106,737,008 |
|
|
* |
|
State
Street Global Advisors S&P 500 Fund
|
|
Common
collective trust
|
|
|
|
$ |
9,453,438 |
|
|
|
|
Schwab Personal
Choice
|
|
|
|
|
|
|
|
|
|
|
|
Retirement
Account
|
|
Participant
directed brokerage
|
|
|
|
$ |
2,361,721 |
|
|
* |
|
Cleco
Corporation
|
|
Common
stock
|
|
|
|
$ |
77,952,107 |
|
|
* |
|
Participant
loans
|
|
Participant
loan accounts with interest rates
ranging
from 6.00% to 10.25% and maturity
dates
ranging from 2008 to 2012
|
|
$ -
|
|
$ |
3,833,609 |
|
|
|
|
|
|
Total Assets Held
|
|
|
|
$ |
200,337,883 |
|
_______________________
|
|
|
|
|
|
|
|
|
*Denotes
party-in-interest.
|
|
|
|
|
|
|
|
|
Cleco
Power LLC 401(k) Savings and Investment Plan
Schedule
H, line 4j - Schedule of Reportable Transactions
December
31, 2007
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
(e)
|
|
(f)
|
|
|
(g)
|
|
(h)
|
|
(i)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
value
|
|
|
|
|
|
|
|
|
|
|
|
Expense
|
|
|
|
|
of
asset on
|
|
|
Identity
of
|
|
Description
|
|
Purchase
|
|
Selling
|
Lease
|
|
incurred
with
|
|
|
Cost
of
|
|
transaction
|
|
Net
gain
|
party
involved
|
|
of
asset
|
|
price
|
|
price
|
rental
|
|
transaction
|
|
|
asset
|
|
date
|
|
or
(loss)
|
Cleco
Corporation
|
|
Common
Stock
|
|
$ 51,224,302
|
|
|
|
|
|
|
|
$
51,224,302
|
|
$
51,224,302
|
|
|
Cleco
Corporation
|
|
Preferred
Stock
|
|
|
|
$
48,503,599 |
|
|
|
|
|
$
30,698,864
|
|
$
48,503,599
|
|
$17,804,735
|
SIGNATURE
The Plan. Pursuant
to the requirements of the Securities Exchange Act of 1934, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
CLECO
POWER LLC
401(k)
SAVINGS AND INVESTMENT PLAN
|
|
|
|
|
Date: June
16, 2008
|
By: /s/ R. Russell
Davis
|
|
(R.
Russell Davis, Chairman of the Retirement Committee of Cleco Corporation,
Plan Administrator)
|
|
|
|
|
EXHIBIT
INDEX
Exhibit
Number
|
Description
|
|
|
23
|
Consent
of McElroy, Quirk & Burch (APC)
|
|
|