0001108426srt:ManagementMemberus-gaap:PerformanceSharesMember2019-12-31
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549
 _________________________________________________
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2018

(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission
File Number
NamesName of Registrants, Registrant, State of Incorporation
, Address Of Principal Executive Offices and , Telephone Number
I.R.S., Commission File No., IRS Employer
Identification No.
001-32462
PNM Resources, Inc.
(A New Mexico Corporation)
414 Silver Ave. SW
Albuquerque, New Mexico 87102-3289
(505) 241-2700
85-0468296
001-06986
Public Service Company of New Mexico
(A New Mexico Corporation)
414 Silver Ave. SW
Albuquerque, New Mexico 87102-3289
(505) 241-2700
85-0019030
002-97230
Texas-New Mexico Power Company
(A Texas Corporation)
577 N. Garden Ridge Blvd.
Lewisville, Texas 75067
(972) 420-4189
75-0204070
Securities Registered Pursuant To Section 12(b) Of The Act:PNM Resources, Inc.
(A New Mexico Corporation)
414 Silver Ave. SW
Albuquerque, New Mexico 87102-3289
Telephone Number - (505) 241-2700
Commission File No. - 001-32462
IRS Employer Identification No. - 85-0468296

Public Service Company of New Mexico
(A New Mexico Corporation)
414 Silver Ave. SW
Albuquerque, New Mexico 87102-3289
Telephone Number - (505) 241-2700
Commission File No. - 001-06986
IRS Employer Identification No. - 85-0019030

Texas-New Mexico Power Company
(A Texas Corporation)
577 N. Garden Ridge Blvd.
Lewisville, Texas 75067
Telephone Number - (972) 420-4189
Commission File No. - 002-97230
IRS Employer Identification No. - 75-0204070

Securities registered pursuant to Section 12(b) of the Act:
RegistrantTitle of Each Classeach classTrading Symbol(s)
Name of Each Exchange
each exchange on Which Registered
which registered
PNM Resources, Inc.Common Stock, no par valuePNMNew York Stock Exchange

Securities Registered Pursuant Toregistered pursuant to Section 12(g) Of Theof the Act:
Registrant
Title of Each Class
each class
Public Service Company of New Mexico1965 Series, 4.58% Cumulative Preferred Stock
($100 stated value without sinking fund)

Indicate by check mark whether each registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
PNM Resources, Inc. (“PNMR”)Yes
YES  ü
No
NO  
Public Service Company of New Mexico (“PNM”)Yes
YES 
No
NO ü
Texas-New Mexico Power Company (“TNMP”)Yes
YES 
No
NO ü


Indicate by check mark if each registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
PNMRYes
YES 
No
NO ü
PNMYes
YES 
No
NO ü
TNMPYes
YES  ü
No
NO 




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Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
PNMRYes
YES  ü
No
NO  
PNMYes
YES  ü
No
NO  
TNMPYes
YES  
No
NO  ü
(NOTE: As a voluntary filer, not subject to the filing requirements, TNMP filed all reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months.)

Indicate by check mark whether each registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
PNMRYes
YES ü
No
NO  
PNMYes
YES ü
No
NO  
TNMPYes
YES ü
No
NO  
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S–K is not contained herein, and will not be contained, to the best of registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  
Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated
filer
Accelerated
filer
Non-accelerated
filer (Do not check if a smaller
Smaller reporting company)company
Smaller reporting
company
Emerging growth company
PNMR
Large accelerated
filer

üAccelerated
filer
Non-accelerated filerSmaller reporting companyEmerging growth company
PNM
üLarge accelerated
filer
Accelerated
filer
Non-accelerated filerSmaller reporting companyEmerging growth company
TNMP
ü

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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. £


Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
PNMRYesNo
PNMYesNo
TNMPYesNo

Indicate by check mark whether the registrants are a shell company (as defined in Rule 12b-2 of the Exchange Act). YES      NO  üYes   No


As of February 22, 2019,18, 2022, shares of common stock outstanding were:
 
PNMR79,653,62485,834,874 
PNM39,117,799
TNMP6,358


On June 29, 201830, 2021, the aggregate market value of the voting common stock held by non-affiliates of PNMR as computed by reference to the New York Stock Exchange composite transaction closing price of $38.90$48.77 per share reported by The Wall Street Journal, was $3,098,525,974.$4,186,166,805. PNM and TNMP have no common stock held by non-affiliates.

PNM AND TNMP MEET THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS (I) (1) (a) AND (b) OF FORM 10-K AND ARE THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION (I) (2).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following document are incorporated by reference into Part III of this report:

Proxy Statement to be filed by PNMR with the SEC pursuant to Regulation 14A relating to the annual meeting of shareholders of PNMR to be held on May 21, 2019.10, 2022.

This combined Form 10-K is separately filed by PNMR, PNM, and TNMP.  Information contained herein relating to any individual registrant is filed by such registrant on its own behalf.  Each registrant makes no representation as to information relating to the other registrants.  When this Form 10-K is incorporated by reference into any filing with the SEC made by PNMR, PNM, or TNMP, as a registrant, the portions of this Form 10-K that relate to each other registrant are not incorporated by reference therein.

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES

INDEX
Page
PART I
ITEM 1. BUSINESS
OPERATIONS AND REGULATION
A - 3
REGULATED OPERATIONS
A - 3
OPERATIONSTNMP AND REGULATION
EMPLOYEES
A - 10
ITEM 1A. RISK FACTORS
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. MINE SAFETY DISCLOSURES
PART II
ITEM 5. MARKET FOR PNMR’S COMMON EQUITY, RELATED STOCKHOLDER 
 MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
ITEM 6. SELECTED FINANCIAL DATA[RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES
ITEM 9B. OTHER INFORMATION
PART IIIITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
C - 2
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERANCEGOVERNANCE
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSIPOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
ITEM 16. FORM 10-K SUMMARY

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GLOSSARY
Definitions:
2014 IRPABCWUAPNM’s 2014 IRP
2017 IRPPNM’s 2017 IRP
ABCWUAAlbuquerque Bernalillo County Water Utility Authority
ABOAccumulated Benefit Obligation
ACE RuleAffordable Clean Energy Rule
AEP OnSite PartnersAEP OnSite Partners, LLC, a subsidiary of American Electric Power, Inc.
AftonAfton Generating Station
AFUDCAllowance for Funds Used During Construction
ALJAdministrative Law Judge
AMIAdvanced Metering Infrastructure
AMSAdvanced Meter System
AnaheimCity of Anaheim, California
AOCIAccumulated Other Comprehensive Income
APBOAccumulated Postretirement Benefit Obligation
APSArizona Public Service Company, the operator and a co-owner of PVNGS and Four Corners
AROAsset Retirement Obligation
ASUARPAccounting Standards UpdateAlternative Revenue Program
August 2016 RDRecommended Decision in PNM’s NM 2015 Rate Case issued by the Hearing Examiner on August 4, 2016
BARTAvangridAvangrid, Inc., a New York corporation
BARTBest Available Retrofit Technology
BDTBalanced Draft Technology
BHPBoardBHP Billiton, Ltd
BoardBoard of Directors of PNMR
BSERBest system of emission reduction technology
BTMUBTUMUFG Bank Ltd., formerly the Bank of Tokyo-Mitsubishi UFJ, Ltd.
BTMU Term LoanNM Capital’s $125.0 Million Unsecured Term Loan
BTUBritish Thermal Unit
CAAClean Air Act
CAISOCalifornia Independent System Operator
Carbon Pollution StandardsCarbon Pollution Standards established by the EPA on August 3, 2015
Casa Mesa WindCasa Mesa Wind Energy Center
CCNCCAECoalition for Clean Affordable Energy
CCNCertificate of Convenience and Necessity
CCRCoal Combustion Residuals
CIACCFIUSCommittee on Foreign Investment in the United States
CFRECitizens for Fair Rates and the Environment
CIACContributions in Aid of Construction
CO2
Carbon Dioxide
CSACOVID-19Novel coronavirus global pandemic
CSACoal Supply Agreement
CTCCompetition Transition Charge
DC CircuitUnited States Court of Appeals for the District of Columbia Circuit
DOEDCOSTNMP’s applications for a distribution cost recovery factor
DOEUnited States Department of Energy
DOIEffective TimeUnited States Department of Interior
EGUElectric Generating Unit
EIMCalifornia Independent System Operator Western Energy Imbalance Market
EISEnvironmental Impact Study
EPAUnited States Environmental Protection Agency
EPEEl Paso Electric Company
ERCOTElectric Reliability Council of Texas
ESAEndangered Species Act
Exchange ActSecurities Exchange Act of 1934
FarmingtonThe City of Farmington, New Mexico
FASBFinancial Accounting Standards Board
FERCFederal Energy Regulatory Commission

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time the Merger is consummated
FIPEIMFederal Implementation PlanWestern Energy Imbalance Market developed and operated by CAISO
ELGEffluent Limitation Guidelines
End DateThe date at which the Merger Agreement may be terminated if the Effective Time has not yet occurred; January 20, 2022, subsequently extended to April 20, 2023.
Energy Transition ChargeRate rider established to collect non-bypassable customer charges for repayment of the Securitized Bonds
EPAUnited States Environmental Protection Agency
EPEEl Paso Electric Company
ERCOTElectric Reliability Council of Texas
ESGEnvironmental, Social, and Governance principles
ETAThe New Mexico Energy Transition Act
EUEAThe New Mexico Efficient Use of Energy Act
Exchange ActSecurities Exchange Act of 1934
FarmingtonThe City of Farmington, New Mexico
FASBFinancial Accounting Standards Board
FAST ActSEC’s modernization and simplification of Regulation S-K
FCCFederal Communications Commission
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FERCFederal Energy Regulatory Commission
Four CornersFour Corners Power Plant
FPLFour Corners Abandonment ApplicationFPL Energy New Mexico Wind, LLCPNM’s January 8, 2021 application for approval for the abandonment of Four Corners and issuance of a securitized financing order
FPPACFour Corners CSAFour Corners’ coal supply contract with NTEC
Four Corners Purchase and Sale AgreementPNM’s pending sale of its 13% ownership interest in Four Corners to NTEC
FPPACFuel and Purchased Power Adjustment Clause
FTYFTCFederal Trade Commission
FTYFuture Test Year
GAAPGenerally Accepted Accounting Principles in the United States of America
GHGGreenhouse Gas Emissions
GWhGigawatt hours
IBEWHSRHart-Scott Rodino Antitrust Improvement Act of 1976
IBEWInternational Brotherhood of Electrical Workers
IRPIberdrolaIberdrola, S.A., a corporation organized under the laws of the Kingdom of Spain, and 81.5% owner of Avangrid
INDCIntended Nationally Determined Contribution
IRCInternal Revenue Code
IRPIntegrated Resource Plan
IRSInternal Revenue Service
ISFSIIndependent Spent Fuel Storage Installation
KWJoint ApplicantsPNM, PNMR, Merger Sub, Avangrid and Iberdrola, S.A.
kVKilovolt
KWKilowatt
KWhKilowatt Hour
La Joya Wind ILa Joya Wind Facility generating 166 MW of output that became operational in February 2021
La Joya Wind IILa Joya Wind Facility generating 140 MW of output that became operational in June 2021
La LuzLa Luz Generating Station
LIBORLeased InterestLeased capacity in PVNGS Unit 1 and Unit 2
LeewardLeeward Renewable Energy Development, LLC
LIBORLondon Interbank Offered Rate
Lightning Dock GeothermalLightning Dock geothermal power facility, also known as the Dale Burgett Geothermal Plant
LordsburgLordsburg Generating Station
Los AlamosThe Incorporated County of Los Alamos, New Mexico
LunaLuna Energy Facility
MD&AManagement’s Discussion and Analysis of Financial Condition and Results of Operations
MMBTUMergerMillion BTUsThe merger of Merger Sub with and into PNMR pursuant to the Merger Agreement, with PNMR surviving the Merger as a direct, wholly-owned subsidiary of Avangrid
Moody’sMerger AgreementThe Agreement and Plan of Merger, dated October 20, 2020, between PNMR, Avangrid and Merger Sub, as amended by the amendment to the Merger Agreement dated January 3, 2022
Merger SubNM Green Holdings, Inc., a New Mexico corporation and wholly-owned subsidiary of Avangrid which will merge with and into PNMR at the effective time of the Merger (defined below)
MetaMeta Platform, Inc., formerly known as Facebook Inc.
MMBTUMillion BTUs
Moody’sMoody’s Investor Services, Inc.
MSRMWM-S-R Public Power Agency
MWMegawatt
MWhMegawatt Hour
NAAQSNational Ambient Air Quality Standards
Navajo ActsNDTNavajo Nation Air Pollution Prevention and Control Act, Navajo Nation Safe Drinking Water Act, and Navajo Nation Pesticide Act
NDTNuclear Decommissioning Trusts for PVNGS
NECNEENavopache Electric Cooperative, Inc.
NEENew Energy Economy
NEPANERCNational Environmental Policy Act
NERCNorth American Electric Reliability Corporation
New Mexico WindNew Mexico Wind Energy Center
NM 2015 Rate CaseRequest for a General Increase in Electric Rates Filed by PNM on August 27, 2015
NM 2016 Rate CaseRequest for a General Increase in Electric Rates Filed by PNM on December 7, 2016
NM AREANew Mexico Affordable Reliable Energy Alliance, formerly New Mexico Industrial Energy Consumers Inc.
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NM CapitalNM Capital Utility Corporation, an unregulated wholly-owned subsidiary of PNMR, now known as
New Mexico PPA Corporation
NM District CourtUnited States District Court for the District of New Mexico
NM Supreme CourtNew Mexico Supreme Court
NMAGNew Mexico Attorney General
NMEDNew Mexico Environment Department
NMIECNMMMDNew Mexico Industrial Energy Consumers Inc.
NMMMDThe Mining and Minerals Division of the New Mexico Energy, Minerals and Natural Resources Department
NMPRCNew Mexico Public Regulation Commission
NMRDNM Renewable Development, LLC, owned 50% each by PNMR Development and AEP OnSite Partners, LLC
NOxNitrogen Oxides
NOPRNotice of Proposed Rulemaking

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NPDESNational Pollutant Discharge Elimination System
NRCUnited States Nuclear Regulatory Commission
NPDESNTECNational Pollutant Discharge Elimination System
NRCUnited States Nuclear Regulatory Commission
NSPSNew Source Performance Standards
NSRNew Source Review
NTECNavajo Transitional Energy Company, LLC, an entity owned by the Navajo Nation
OCIOATTOpen Access Transmission Tariff
OCIOther Comprehensive Income
OPEBOther Post-Employment Benefits
OSMUnited States Office of Surface Mining Reclamation and Enforcement
Paris AgreementA legally binding international treaty on climate change adopted on December 12, 2015
Pattern WindPattern New Mexico Wind, LLC, an affiliate of Western Spirit and Pattern Development
PBOProjected Benefit Obligation
PCRBsPollution Control Revenue Bonds
PMParticulate Matter
PNMPublic Service Company of New Mexico and Subsidiaries
PNM 2014 New Mexico Credit FacilityPNM’s $50.0 Million Unsecured Revolving Credit Facility
PNM 2014 Term LoanPNM’s $175.0 Million Unsecured Term Loan
PNM 2016 Term LoanPNM’s $175.0 Million Unsecured Term Loan
PNM 2017 New Mexico Credit FacilityPNM’s $40.0 Million Unsecured Revolving Credit Facility
PNM 2017 Senior Unsecured Note AgreementPNM’s Agreement for the sale of Senior Unsecured Notes, aggregating $450.0 million
PNM 2017 Term LoanPNM’s $200.0 Million Unsecured Term Loan
PNM 20182019 $40.0 Million Term LoanPNM’s $40.0 Million Unsecured Term Loan
PNM 2019 $250.0 Million Term LoanPNM’s $250.0 Million Unsecured Term Loan
PNM 2020 Fixed Rate PCRBsPNM's $302.5 million PCRBs remarketed on July 22, 2020
PNM 2020 Note Purchase AgreementPNM's Agreement for the sale of PNM 2020 SUNs
PNM 2020 SUNsPNM’sPNM's $200.0 million Senior Unsecured Notes issued under the PNM 2017 Senior Unsecured Note Agreementon April 30, 2020
PNM 20192020 Term LoanPNM’s $250.0 million Unsecured Term Loan issued on April 15, 2020, of which $100.0 million was repaid on April 30, 2020
PNM Multi-draw2021 Fixed Rate PCRBsPNM’s $100.3 million PCRBs remarketed on October 1, 2021
PNM 2021 Note Purchase AgreementPNM’s Agreement for the sale of PNM’s 2021 SUNs
PNM 2021 SUNsPNM’s $160.0 Million Senior Unsecured Notes issued on July 14, 2021
PNM 2021 Term LoanPNM’s $125.0$75.0 Million 18-month Unsecured Multi-draw Term Loan Facilitythat matures on December 18, 2022
PNM Floating Rate PCRBsPNM's $100.3 million PCRBs remarketed on July 1, 2020
PNM Revolving Credit FacilityPNM’s $400.0 Million Unsecured Revolving Credit Facility
PNM September 2021 Note Purchase AgreementPNM’s Agreement for the sale of PNM’s September 2021 SUNs
PNM September 2021 SUNsPNM’s $150.0 Million Senior Unsecured Notes issued on December 2, 2021
PNMRPNM Resources, Inc. and Subsidiaries
PNMR 2015 Term
Loan2018 SUNS
PNMR’s $150.0$300.0 Million Three-YearSenior Unsecured Term Loan that maturedNotes issued on March 9, 2018
PNMR 2016 One-Year Term LoanPNMR’s $100.0 Million One-Year Unsecured Term Loan that matured on December 14, 2018
PNMR 2016 Two-Year Term LoanPNMR’s $100.0 Million Two-Year Unsecured Term Loan that matured on December 21, 2018
PNMR 2018 One-Year Term LoanPNMR’s $150.0 Million One-Year Unsecured Term Loan
PNMR 2018 Two-Year Term LoanPNMR’s $50.0 Million Two-Year Unsecured Term Loan
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PNMR 2019 Term LoanPNMR’s $150.0 Million Unsecured Term Loan
PNMR 2020 Forward Equity Sale AgreementsPNMR’s Block Equity Sale of 6.2 million Shares of PNMR Common Stock with Forward Sales Agreement
PNMR 2020 Term LoanPNMR’s $150.0 million Unsecured Term Loan that matures on January 31, 2022
PNMR 2020 Delayed-Draw Term LoanPNMR’s $300.0 million Unsecured Delayed-Draw Term Loan that matures on January 31, 2022
PNMR 2021 Delayed-Draw Term LoanPNMR’s $1.0 Billion Unsecured Delayed-Draw Term Loan that matures on May 18, 2023
PNMR DevelopmentPNMR Development and Management Company, an unregulated wholly-owned subsidiary of PNMR
PNMR Development Revolving Credit FacilityPNMR Development’s $25.0$40.0 million Unsecured Revolving Credit Facility
PNMR Development Term LoanPNMR Development’s $90.0$65.0 Million Unsecured Term Loan that matures on January 31, 2022
PNMR Revolving Credit FacilityPNMR’s $300.0 Million Unsecured Revolving Credit Facility
PNMR Term LoanPPAPNMR’s $150.0 Million One-Year Unsecured Term Loan that matured on December 21, 2016
PPAPower Purchase Agreement
PSAPSDPower Sales Agreement
PSDPrevention of Significant Deterioration
PUCTPublic Utility Commission of Texas
PVPhotovoltaic
PVNGSPalo Verde Nuclear Generating Station

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PVNGS Leased Interest Abandonment ApplicationApplication with the NMPRC requesting approval for the decertification and abandonment of 114MW of leased PVNGS capacity
RCRARCTResource Conservation and Recovery Act
RCTReasonable Cost Threshold
REANew Mexico’s Renewable Energy Act of 2004
RECRECsRenewable Energy Certificates
Red Mesa WindRed Mesa Wind Energy Center
REPRetail Electricity Provider
RFPRequest For Proposal
Rio BravoRio Bravo Generating Station, formerly known as Delta
RMCRisk Management Committee
ROEReturn on Equity
RPSRenewable Energy Portfolio Standard
RSIPS&PRevised State Implementation Plan
S&PStandard and Poor’s Ratings Services
SCESouthern California Edison Company
SCPPASouthern California Public Power Authority
SCRSECSelective Catalytic Reduction
SECUnited States Securities and Exchange Commission
SIPSecuritized BondsEnergy transition bonds
SIPState Implementation Plan
SJCCSan Juan Coal Company
SJGSSan Juan Generating Station
SJGS Abandonment ApplicationPNM’s July 1, 2019 consolidated application seeking NMPRC approval to retire PNM’s share of SJGS in 2022, for related replacement generating resources, and for the issuance of securitized bonds under the ETA
SJGS CSASan Juan Generating Station Coal Supply Agreement
SJGS RASan Juan Project Restructuring Agreement
SJPPASan Juan Project Participation Agreement
SNCRSelective Non-Catalytic Reduction
SO2
Sulfur Dioxide
SPSSRPSouthwestern Public Service Company
SRPSalt River Project
SUNsSenior Unsecured Notes
Tax ActFederal tax reform legislation enacted on December 22, 2017, commonly referred to as the Tax Cuts and Jobs Act
TCEQTexas Commission on Environmental Quality
TECATCOSTransmission Cost of Service
TECATexas Electric Choice Act
Tenth CircuitUnited States Court of Appeals for the Tenth Circuit
TNMPTEPTransportation Electrification Program
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TNMPTexas-New Mexico Power Company and Subsidiaries
TNMP 2018 Rate CaseTNMP’s General Rate Case Application Filed May 30, 2018
TNMP 2018 Term LoanTNMP’s $35.0 Million Unsecured Term Loan
TNMP 2019 BondsTNMP’s First Mortgage Bonds to be issued under the TNMP 2019 Bond Purchase Agreement
TNMP 2019 Bond Purchase AgreementTNMP’s Agreement to Issue an Aggregate of $305.0 Million in First Mortgage Bonds in 2019
TNMP 2020 BondsTNMP’s First Mortgage Bonds issued on April 24, 2020 under the TNMP 2020 Bond Purchase Agreement
TNMP 2020 Bond Purchase AgreementTNMP’s Agreement for the sale of TNMP’s 2020 First Mortgage Bonds
TNMP 2021 BondsTNMP’s First Mortgage Bonds to be issued under the TNMP 2021 Bond Purchase Agreement
TNMP 2021 Bond Purchase AgreementTNMP’s Agreement for the sale of TNMP’s 2021 First Mortgage Bonds
TNMP FMBsTNMP’s aggregate $750.0 Million of outstanding 2014 to 2020 First Mortgage Bonds
TNMP Revolving Credit FacilityTNMP’s $75.0 Million Secured Revolving Credit Facility
TNPTNP Enterprises, Inc. and Subsidiaries
Tri-StateTri-State Generation and Transmission Association, Inc.
TucsonTSAsTransmission Service Agreements
TucsonTucson Electric Power Company
UAMPSUtah Associated Municipal Power Systems
UG-CSAU.S.Underground Coal Sales Agreement for San Juan Generating StationThe Unites States of America
US Supreme CourtUnited States Supreme Court
ValenciaValencia Energy Facility
VIEVariable Interest Entity
WACCWeighted Average Cost of Capital
WEGWestern Spirit LineWildEarth GuardiansAn approximately 150-mile 345-kV transmission line that PNM purchased in December 2021
WestmorelandWestmoreland Coal Company
Westmoreland LoanWFB LOC Facility$125.0 MillionLetter of funding provided by NM Capital to WSJcredit arrangements with Wells Fargo Bank, N.A., entered into in August 2020
WSJWRAWestern Resource Advocates
WSJWestmoreland San Juan, LLC, an indirect wholly-owned subsidiary of Westmoreland
WSPPWSJ LLCWestmoreland San Juan, LLC, a subsidiary of Westmoreland Mining Holdings, LLC, and current owner of SJCC
WSPPWestern Systems Power Pool

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PART I
 
ITEM 1.BUSINESS

ITEM 1.BUSINESS

THE COMPANY
Overview
PNMR is an investor-owned holding company with two regulated utilities providing electricity and electric services in New Mexico and Texas. PNMR’s electric utilities are PNM and TNMP. PNMR is focused on achieving the following strategic goals:three key financial objectives:
Earning authorized returns on its regulated businesses
Delivering at or above industry-average earnings and dividend growth
Maintaining solid investment grade credit ratings


In conjunction with these goals,objectives, PNM and TNMP are dedicated to:


Maintaining strong employee safety, plant performance, and system reliability
Delivering a superior customer experience
Demonstrating environmental stewardship in business operations, including reducing CO2 emissions
Demonstrating environmental stewardship in business operations, including transitioning to an emissions-free generating portfolio by 2040
Supporting the communities in their service territories


PNMR’s success in accomplishing these strategic goalsits financial objectives is highly dependent on two key factors: fair and timely regulatory treatment for its regulated utilities. utilities and the utilities’ strong operating performance. The Company has multiple strategies in place to achieve favorable regulatory treatment, all of which have as their foundation a focus on the basics: safety, operational excellence, and customer satisfaction, while engaging stakeholders to build productive relationships. The Company believes that maintaining strong and modern electric infrastructure is critical to ensuring reliability and supporting economic growth. PNM and TNMP strive to balance service affordability with infrastructure investment to maintain a high level of electric reliability and to deliver a safe and superior customer experience.

Both PNM and TNMP seek cost recovery for their investments through general rate cases, periodic cost of service filings, and various rate riders. PNM filed a general rate casescase with the NMPRC in August 2015December 2016 and December 2016. Thethe NMPRC issued a rate ordersorder in those casesthat case in September 2016 and January 2018. TNMP filed a general rate case in May 2018 and the PUCT issued an order in that case in December 2018. Additional information about rate filings is provided in Operations and Regulation below and in Note 17.


PNMR’s common stock trades on the New York Stock Exchange under the symbol PNM. PNMR was incorporated in the State of New Mexico in 2000.


Other Information


These filings for PNMR, PNM, and TNMP include disclosures for each entity. For discussion purposes, this report uses the term “Company” when discussing matters of common applicability to PNMR, PNM, and TNMP. Discussions regarding only PNMR, PNM, or TNMP are so indicated. A reference to “MD&A” in this report refers to Part II, Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations. A reference to a “Note” refers to the accompanying Notes to Consolidated Financial Statements.


Financial information relating to amounts of revenue, net income,earnings, and total assets of reportable segments is contained in MD&A and Note 2.


Merger

On October 20, 2020, PNMR, Avangrid and Merger Sub entered into the Merger Agreement pursuant to which Merger Sub will merge with and into PNMR, with PNMR surviving the Merger as a wholly-owned subsidiary of Avangrid. The proposed Merger has been unanimously approved by the Boards of Directors of PNMR, Avangrid and Merger Sub and approved by PNMR shareholders at the Special Meeting of Shareholders held on February 12, 2021.

Pursuant to the Merger Agreement, each issued and outstanding share of the common stock of PNMR (other than (i) the issued shares of PNMR common stock that are owned by Avangrid, Merger Sub, PNMR or any wholly-owned subsidiary of Avangrid or PNMR, which will be automatically cancelled at the Effective Time and (ii) shares of PNMR common stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of, or consented in writing to, the Merger who is entitled to, and who has demanded, payment for fair value of such shares) at the Effective Time will be converted into the right to receive $50.30 in cash.

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The Merger Agreement provided that it may be terminated if the Effective Time shall not have occurred by the End Date; however,either PNMR or Avangrid could extend the End Date to April 20, 2022 if all conditions to closing have been satisfied other than the obtaining of all required regulatory approvals. On December 8, 2021, the NMPRC issued an order rejecting the stipulation agreement relating to the Merger and the approval of the Merger from the NMPRC has not yet been obtained.

In light of the NMPRC December 8, 2021 ruling, on January 3, 2022, PNMR, Avangrid and Merger Sub entered into an Amendment to the Merger Agreement pursuant to which PNMR and Avangrid each agreed to extend the End Date to April 20, 2023.The parties acknowledge in the Amendment that the required regulatory approval from the NMPRC has not been obtained and that the parties have reasonably determined that such outstanding approval will not be obtained by April 20, 2022. As amended, the Merger Agreement may be terminated by each of PNMR and Avangrid under certain circumstances, including if the Merger is not consummated by April 20, 2023.

With respect to the NMPRC proceedings, on April 20, 2021, the Joint Applicants, the NMAG, WRA, the International Brotherhood of Electrical Workers Local 611, Dine, Nava Education Project, the San Juan Citizens Alliance and To Nizhoni Ani, had entered into a stipulation and agreement in the Joint Application for approval of Merger pending before the NMPRC. Subsequently, CCAE, Onward Energy Holdings LLC, Walmart Inc., Interwest Energy Alliance, M-S-R Power and the Incorporated County of Los Alamos joined an amended stipulation. An evidentiary hearing was held from August 11 - 19, 2021. On November 1, 2021, a Certification of Stipulation was issued by the hearing examiner, which recommended against approval of the amended stipulation. On December 8, 2021, the NMPRC issued an order adopting the Certification of Stipulation, rejecting the amended stipulation reached by the parties. On January 3, 2022, PNMR and Avangrid filed a notice of appeal with the NM Supreme Court. On February 2, 2022, PNMR and Avangrid filed a statement of issues outlining the argument for appeal.

With respect to other regulatory proceedings related to the Merger, in January 20, 2021, the FTC notified PNMR and Avangrid that early termination of the waiting period under the HSR Act in connection with the Merger was granted. In February 2021, CFIUS completed its review of the Merger and concluded that there are no unresolved national security concerns with respect to the Merger. In March 2021, PNMR and Avangrid received FCC approval of the transfer of operating licenses related to the Merger. In April 2021, FERC issued an order authorizing the Merger. In May 2021, the PUCT issued an order authorizing the Merger and the NRC approved the Merger. As a result of the delay in closing of the Merger due to the need to obtain NMPRC approval, PNMR and Avangrid are required to make a new filing under the HSR Act and request extensions of the previous granted approvals from the FCC and NRC. On February 9, 2022, the request for extension was filed with the NRC. On February 24, 2022, the requests for a 180-day extension were granted by the FCC. No additional filings will be required with CFIUS, FERC or the PUCT.

Consummation of the Merger remains subject to the satisfaction or waiver of certain customary closing conditions, including, without limitation, the absence of any material adverse effect on PNMR, the receipt of required regulatory approvals, and the agreements relating to the divestiture of Four Corners being in full force and effect and all applicable regulatory filings associated therewith being made. The agreement relating to the divestiture of Four Corners has been entered into and is in full force and effect and related filings have been made with the NMPRC.

WEBSITES
The PNMR website, www.pnmresources.com, is an important source of Company information. New or updated information for public access is routinely posted.  PNMR encourages analysts, investors, and other interested parties to register on the website to automatically receive Company information by e-mail. This information includes news releases, notices of webcasts, and filings with the SEC. Participants will not receive information that was not requested and can unsubscribe at any time.
Our corporate internet addresseswebsites are:


PNMR: www.pnmresources.com
PNM: www.pnm.com
TNMP: www.tnmp.com


The PNMRPNMR’s corporate website (www.pnmresources.com) includes a link to PNMR’s Sustainability Portal, www.pnmresources.com/about-us/sustainability-portal.aspx. This portal provides access todedicated section providing key environmental and other sustainability information including a Climate Change Report, related to the

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PNM’s and TNMP’s operations of PNM and TNMP and reflects PNMR’sother information that collectively demonstrates the Company’s commitment to do business in an ethical, open, and transparent manner, and outlines PNM’sESG principles. This information highlights plans for PNM to be coal-free by 2024 (subject to NMPRCregulatory approval) and to exit all coal-fired generationhave an emissions-free generating portfolio by 2031.2040.


The contents of these websites are not a part of this Form 10-K. The SEC filings of PNMR, PNM, and TNMP, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are accessible free of charge on the PNMR website as soon as reasonably practicable after they are filed with, or furnished to, the SEC. Reports filed with the SEC are available on its website, www.sec.gov. These reports are also available in print upon request from PNMR free of charge.


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Also available on the Company’s website at http:https://www.pnmresources.com/corporate-governance.aspxesg-commitment/governance.aspx and in print upon request from any shareholder are PNMR’s:


Corporate Governance Principles
Code of Ethics (Do the Right Thing Principles of Business Conduct)
Charters of the Audit and Ethics Committee, Nominating and Governance Committee, Compensation and Human Resources Committee, and Finance Committee
Restated Articles of Incorporation and Bylaws


The Company will post amendments to or waivers from its code of ethics (to the extent applicable to the Company’s executive officers and directors) on its website.


OPERATIONS AND REGULATION


Regulated Operations


Electric power demand is generally seasonal. Power consumption in both New Mexico and Texas peaks during the hot summer months with revenues traditionally peaking during that period. The seasonality of demand for electricity in turn impacts the timing of plant maintenance and operating expense throughout the year. As a result, the quarterly operating results of PNMR and its operating subsidiaries vary throughout the year. In addition, unusually mild or extreme weather patterns may cause the overall operating results of the Company to fluctuate.

PNM

Operational Information

PNM is an electric utility that provides electric generation, transmission, and distribution service to its rate-regulated customers. PNM was incorporated in the State of New Mexico in 1917. PNM’s retail electric service territory covers a large area of north-central New Mexico, including the cities of Albuquerque, Rio Rancho, and Santa Fe, and certain areas of southern New Mexico. Service to retail electric customers is subject to the jurisdiction of the NMPRC. The largest retail electric customer served by PNM accounted for 2.3%3.1% of its revenues for the year ended December 31, 2018.2021. Other services provided by PNM include wholesale transmission services to third parties as well as the generation and sale of electricity into the wholesale market, which services are regulated by FERC. PNM owns transmission lines that are interconnected with other utilities in New Mexico, Texas, Arizona, Colorado, and Utah.parties. Regulation encompasses the utility’s electric rates, service, accounting, issuances of securities, construction of major new generation, abandonment of existing generation, types of generation resources, transmission and distribution facilities, and other matters. See NoteNotes 16 and 17 for additional information on rate cases and other regulatory matters.

NMPRC Regulated Retail Rate Proceedings

Customer rates for retail electric service are set by the NMPRC. On October 1, 2016, PNM implemented a NMPRC order in PNM’s NM 2015 Rate Case that approved an increase in non-fuel base rates of $61.2 million annually. PNM is appealing certain aspects of the NMPRC’s order in the NM Supreme Court. Other parties in that rate case have filed cross-appeals contesting other aspects of the NMPRC ruling. Oral argument at the NM Supreme Court was held on October 30, 2017. Although appeals of regulatory actions of the NMPRC have priority at the NM Supreme Court, there is no required time frame for the court to act on the appeal. See Note 17.

In December 2016, PNM filed the NM 2016 Rate Case with the NMPRC. The NM 2016 Rate Case proposed a non-fuel revenue increase of $99.2 million above October 1, 2016 base rates to be effective on January 1, 2018. The requested increase was based on a calendar 2018 FTY and a ROE of 10.125% compared to a ROE of 9.575% authorized in the NM 2015 Rate Case. The drivers of PNM’s identified revenue deficiency included the implementation of the plan for SJGS to comply with the CAA as discussed in Note 16, including the shutdown of SJGS Units 2 and 3, recovery of 50% of the net book value of those units, and the inclusion of PVNGS Unit 3 in retail rates as replacement power. In May 2017, PNM and several intervenors filed a stipulation that reduced the requested non-fuel revenue increase to $62.3 million and proposed an initial increase of $32.3 million beginning January 1, 2018 and the remaining increase beginning January 1, 2019. Among other things, the stipulation reduced the ROE to 9.575% and sought a debt-only return on PNM’s investment in SCRs at Four Corners. In October 2017, the Hearing Examiners to the NM 2016 Rate Case recommended approval of the agreed upon stipulation with certain modifications, including identifying PNM’s continuation in Four Corners as imprudent and recommending against PNM’s ability to collect a debt or equity return on certain investments in that facility. On January 17, 2018, the NMPRC issued a final order partially adopting the Hearing Examiners’

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recommendation resulting in an approved annual non-fuel revenue increase of $10.3 million. The NMPRC’s final order in the NM 2016 Rate case includes modifications to reflect a reduction of approximately $47.6 million in customer rates for the impact of federal tax reform beginning in 2018, rather than in 2019 as proposed, provides for a debt-only return on $148.1 million of PNM’s investments in Four Corners, and defers further consideration regarding PNM’s prudence related to Four Corners to PNM’s next general rate case. In accordance with the NMPRC’s final order, PNM implemented 50% of the approved rate increase for service rendered (rather than for bills rendered as PNM had requested) on February 1, 2018 and the rest of the increase for service rendered on January 1, 2019.

In February 2018, NEE filed a notice of appeal with the NM Supreme Court asking the court to review the NMPRC’s decisions in the NM 2016 Rate Case. Several parties to the case intervened in the appeal as intervenor-appellees in support of the NMPRC’s final decisions in the NM 2016 Rate Case. On November 15, 2018, NEE filed an unopposed motion to withdraw its appeal. On December 3, 2018, the NM Supreme Court issued an order of dismissal and remanded the matter to the NMPRC.

PNM has a NMPRC-approved rate rider to collect costs for renewable energy procurements that are not otherwise being collected in rates. If PNM’s earned return on jurisdictional equity in a calendar year, adjusted for weather and other items not representative of normal operation, exceeds the NMPRC-approved rate by 0.5%, the rider provides that PNM would refund the excess to customers during the following year. Through 2018, PNM’s earned return on jurisdictional equity has not exceeded the limitation. The NMPRC has also approved riders designed to allow PNM to bill and collect substantially all of fuel and purchased power costs and costs of approved energy efficiency initiatives.

FERC Regulated Wholesale Operations

Rates charged to wholesale electric transmission customers are based on a formula rate mechanism pursuant to which rates for wholesale transmission service are calculated annually in accordance with an approved formula. The formula includes updating cost of service components, including investment in plant and operating expenses, based on information contained in PNM’s annual financial report filed with FERC, as well as including projected large transmission capital projects to be placed into service in the following year. The projections included are subject to true-up in the formula rate for the following year. Certain items, including changes to return on equity and depreciation rates, require a separate filing to be made with FERC before being included in the formula rate.

The low natural gas price environment resulted in market prices for power being substantially lower than what PNM is able to offer wholesale generation customers under the cost of service model that FERC requires PNM to use.  Consequently, PNM decided to stop pursuing wholesale generation contracts and currently has no full-requirements wholesale generation customers.

Operational Information


Weather-normalized retail electric KWh sales increased by 0.6%0.3% in 20182021 and decreased by 0.9%0.8% in 2017.2020. The system peak demands for retail and firm-requirements customers were as follows:


System Peak Demands
2018 2017 2016202120202019
(Megawatts)(Megawatts)
Summer1,885
 1,843
 1,908
Summer1,968 1,974 1,937 
Winter1,351
 1,289
 1,376
Winter1,518 1,460 1,440 
PNM holds long-term, non-exclusive franchise agreements for its electric retail operations, with varying expiration dates. These franchise agreements allow the utility to access public rights-of-way for placement of its electric facilities. Franchise agreements have expired in some areas PNM serves, including Albuquerque, Rio Rancho, and Santa Fe.serves. Because PNM remains obligated under New Mexico state law to provide service to customers in these areas, the expirations should not have a material adverse impact. The Albuquerque, Rio Rancho, and Santa Fe metropolitan areas accounted for 41.9%41.2%, 7.5%7.2%, and 6.7%5.7% of PNM’s 20182021 revenues and no other franchise area represents more than 5%. PNM also earns revenues from its electric retail operations in its service areas that do not require franchise agreements.

As discussed in Note 16, PNM and other utilities are challenging the legal validity of an ordinance passed by the County Commission of Bernalillo County, New Mexico that would require utilities pay a yet-to-be-determined fee for operating facilities on county rights-of-way. If the challenge to the ordinance is unsuccessful, PNM believes any fees paid pursuant to the ordinance

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would be considered franchise fees and would be recoverable from customers. PNM is unable to predict the outcome of this matter.


PNM owns 3,2063,426 miles of electric transmission lines that interconnect with other utilities in New Mexico, Arizona, Colorado, Texas, and Utah. New Mexico ranks third in the Nation for energy potential from solar power according to the Nebraska Department of Energy & Energy Sun Index and ranks third in the Nation for land-based wind capacity according to the U.S. Office of Energy Efficiency and Renewable Energy. PNM owns transmission capacity in an area of eastern New Mexico with large wind generation potential and in recent years there has been substantial interest by developers of wind generation to interconnect to PNM’s transmission system in this area. PNM plans to constructinvested approximately $130$285 million for the expansion of newPNM’s transmission facilities by 2020system reflecting the purchase of the Western Spirit Line to provide additional transmission service to delivertransmit power from these generation resources to customers in New Mexico and California.


PNM also generates and sells electricity into the wholesale market. Through December 31, 2017, PNM’s 134 MW share of Unit 3 at PVNGS was excluded from retail rates and was being soldbegan participating in the wholesale market. Effective JanuaryEIM on April 1, 2018,2021 which generated $12.5 million of cost savings to customers for the year. The NMPRC authorizedgranted PNM authority to include PVNGS Unitseek recovery of costs associated with joining the EIM in a future general rate
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case and to acquire 65 MWpass the benefits of SJGS Unit 4 as merchant plant.participating in EIM to customers through the FPPAC. See Note 16 and Note 17. Shareholders realize any earnings or losses from generating resources that are not included in retail rates. PNM also engages in activities to optimize its existing jurisdictional assets and long-term power agreements through spot market, hour-ahead, day-ahead, week-ahead, and other sales of excess generation not required to fulfill retail load and contractual commitments. Through PNM’s FPPAC, 90% of the margins from these optimization sales were credited to retail customers through December 31, 2016, after which date 100% of the marginsThese activities are credited to customers.customers through PNM’s FPPAC.


Use of Future Test Year (“FTY”)Regulatory Activities


Under New Mexico law, the NMPRC must set rates using the test period, including a FTY that best reflects the conditions the utility will experience when new rates are anticipated to go into effect. The NMPRC also must include certain construction work in progress for environmental improvement, generation, and transmission projects in rate base. These provisions are designed to promote more timely recovery of reasonable costs of providing utility service.Regulated Retail Rate Proceedings


The use of a FTY should helprates PNM mitigate the adverse effects of regulatory lag, which is inherent when using a historical test year. Accordingly, the utility’s earnings should more closely reflect thecharges retail customers are subject to traditional rate of return allowedregulation by the NMPRC. PNMR believesIn December 2016, PNM filed the NM 2016 Rate Case with the NMPRC. After extensive settlement negotiations and public proceedings, the NMPRC issued a Revised Order Partially Adopting Certification of Stipulation dated January 17, 2018. The key terms of that achieving earningsorder include an increase in base non-fuel revenues of $10.3 million, which includes a reduction to reflect the impact of the decrease in the federal corporate income tax rate and updates to PNM’s cost of debt (aggregating an estimated $47.6 million annually), a ROE of 9.575%, a requirement to return to customers over a three-year period the benefit of the reduction in the New Mexico corporate income tax rate, a disallowance of PNM’s ability to collect an equity return on certain investments aggregating $148.1 million at Four Corners, and a requirement to consider the prudency of PNM’s decision to continue its participation in Four Corners in PNM’s next general rate case filing. In accordance with the NMPRC’s final order, PNM implemented 50% of the approved rate increase for service rendered beginning February 1, 2018 and the rest of the increase for service rendered on January 1, 2019.

PNM has a NMPRC-approved rate rider to collect costs for renewable energy procurements that approximate its allowedare not otherwise being collected in rates. If PNM’s earned return on jurisdictional equity in a calendar year, adjusted for weather and other items not representative of normal operation, exceeds the NMPRC-approved rate by 0.5%, the rider provides that PNM would refund the excess to customers during the following year. PNM did not exceed the limitation in 2020 and does not expect to exceed the limitation in 2021. The NMPRC has also approved riders designed to allow PNM to bill and collect substantially all of return isfuel and purchased power costs and costs of approved energy efficiency initiatives.

FERC Regulated Wholesale Transmission

Rates charged to wholesale electric transmission customers, other than customers on the Western Spirit Line described below, are based on a formula rate mechanism pursuant to which rates for wholesale transmission service are calculated annually in accordance with an important factorapproved formula. The formula includes updating cost of service components, including investment in attracting equity investors,plant and operating expenses, based on information contained in PNM’s annual financial report filed with FERC, as well as being considered favorably by credit rating agencies and financial analysts.

As with any forward looking financial information, utilizing a FTYincluding projected transmission capital projects to be placed into service in a rate filing presents challenges. These include forecasts of both operating and capital expenditures that necessitate reliance on many assumptions concerning future conditions and operating results. In the rate making process, PNM’s assumptionsfollowing year. The projections included are subject to challengetrue-up in the formula rate for the following year. Certain items, including changes to return on equity and depreciation rates, require a separate filing to be made with FERC before being included in the formula rate.

In May 2019, PNM filed an application with FERC requesting approval to purchase and provide transmission service on the Western Spirit Line. All necessary approvals were obtained. In December 2021, PNM completed the purchase of the Western Spirit Line and service under related transmission agreements was initiated using an incremental rate that is separate from the formula rate mechanism described above. See Note 17.

The Energy Transition Act (“ETA”)

The ETA became effective on June 14, 2019. As discussed below, the ETA amends the REA and requires utilities operating in New Mexico to provide 100% zero-carbon energy by regulators2045. The ETA also provides for a transition from fossil-fueled generating resources to renewable and intervenors who may assert different interpretationsother carbon-free resources by allowing utilities to issue to qualified investors securitized bonds, or assumptions.“energy transition bonds,” related to the retirement of certain coal-fired generating facilities. Proceeds from the energy transition bonds must be used to provide utility service to customers and for other costs as defined by the ETA. On January 29, 2020, the NM Supreme Court issued a ruling requiring the NMPRC apply the ETA to all aspects of PNM’s SJGS Abandonment Application. On April 1, 2020, the NMPRC unanimously approved the hearing examiners’ recommended decisions regarding the abandonment of SJGS and the related securitized financing under the ETA. On May 8, 2020, CFRE and NEE filed a joint statement of issues with the NM Supreme Court which asserts that the NMPRC improperly applied the ETA and that the ETA violates the New Mexico Constitution. On January 10, 2021, the NM Supreme Court issued its decision rejecting CFRE’s and NEE’s constitutional challenges to the ETA and affirmed the NMPRC final order.


On January 8, 2021, PNM filed the Four Corners Abandonment Application, which seeks NMPRC approval to exit PNM’s 13% share of Four Corners as of December 31, 2024, and issuance of approximately $300 million of energy transition bonds as provided by the ETA. As ordered by the hearing examiner in the case, PNM filed an amended application and testimony on March 15, 2021. The amended application provided additional information to support PNM's request, provided background on the NMPRC's consideration of the prudence of PNM's investment in Four Corners in the NM 2016 Rate Case and explained how the proposed sale and abandonment provides a net public benefit. On December 15, 2021, the NMPRC issued a final order denying approval of the Four Corners Abandonment Application and the corresponding request for issuance
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of securitized financing. On December 22, 2021, PNM filed a Notice of Appeal with the NM Supreme Court of the NMPRC decision to deny the application.

PNM expects the ETA will have a significant impact on PNM’s future generation portfolio, including PNM’s planned retirements of SJGS in 2022 and the Four Corners exit in 2024. PNM cannot predict the full impact of the ETA or the outcome of its pending and potential future generating resource abandonment and replacement resource filings with the NMPRC. See additional discussion of the ETA and PNM’s SJGS and Four Corners Abandonment Applications in Notes 16 and 17.

Renewable Energy


The REA was enacted to encourage the development of renewable energy in New Mexico. The act establishes a mandatory RPS requiring a utilityETA amended the REA and requires utilities operating in New Mexico to acquire ahave renewable energy portfolioportfolios equal to 15% of retail electric sales by 2015 and 20% by 2020.2020, 40% by 2025, 50% by 2030, 80% by 2040, and 100% zero-carbon energy by 2045. The actREA provides for streamlined proceedings for approval of utilities’ renewable energy procurement plans, assuresprovides utilities recovery of costs incurred consistent with approved procurement plans, and requires the NMPRC to establishsets a RCT for the procurement of renewable resources to prevent excessive costs being added to rates. PNM files required renewable energy plans with the NMPRC annually and makes procurements consistent with the plans approved by the NMPRC. See Note 17.


TNMP


Operational Information

TNMP is a regulated utility operating and incorporated in the State of Texas. TNMP’s predecessor was organized in 1925. TNMP provides transmission and distribution services in Texas under the provisions of TECA and the Texas Public Utility Regulatory Act. TNMP is subject to traditional cost-of-service regulation with respect to rates and service under the jurisdiction of the PUCT and certain municipalities. TNMP’s transmission and distribution activities are solely within ERCOT, which is the independent system operator responsible for maintaining reliable operations for the bulk electric power supply system in most of Texas. Therefore, TNMP is not subject to traditional rate regulation by FERC. TNMP serves a market of small to medium sized communities, most of which have populations of less than 50,000. TNMP is the exclusive provider of transmission and distribution services in most areas it serves.


TNMP’s service territory consists of three non-contiguous areas. One portion of this territory extends from Lewisville, which is approximately 10 miles north of the Dallas-Fort Worth International Airport, eastward to municipalities near the Red

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River, and to communities north, west, and south of Fort Worth. The second portion of its service territory includes the area along the Texas Gulf Coast between Houston and Galveston, and the third portion includes areas of far west Texas between Midland and El Paso.


TNMP provides transmission and distribution services at regulated rates to various REPs that, in turn, provide retail electric service to consumers within TNMP’s service area. See Notes 16 and 17 for additional information on rate cases and other regulatory matters.

In mid-February 2021, Texas experienced a severe winter storm delivering the coldest temperatures in 100 years for many parts of the state. As a result, the ERCOT market was not able to deliver sufficient generation load to the grid resulting in significant, statewide outages as ERCOT directed transmission operators to curtail thousands of firm load megawatts. TNMP complied with ERCOT directives to curtail the delivery of electricity in its service territory and did not experience significant outages on its system outside of the ERCOT directed curtailments. For additional information on the Texas winter storm, see Note 16.

For its volumetric load customersconsumers billed on KWh usage, TNMP experienced increasesa decrease in weather-normalizedweather normalized retail KWh sales of 3.2%0.8% in 20182021 and 1.2%an increase of 2.9% in 2017.2020. For its weather normalized demand-based load, excluding retail transmission consumers, TNMP experienced an increase of 1.8% in 2021 and a decrease of 1.3% in 2020. As of December 31, 2018, 992021, 110 active REPs receive transmission and distribution services from TNMP. In 2018,2021, the three largest REP customers of TNMPREPs accounted for 21%23%, 16%19%, and 12%10% of TNMP’s operating revenues. No other customerconsumer accounted for more than 10% of revenues.

Regulatory Activities

In July 2011, the PUCT approved a settlement and authorized an AMS deployment plan that permits TNMP to collect $113.4 million in deployment costs through a surcharge over a 12-year period. TNMP began collecting the surcharge on August 11, 2011 and deployment of advanced meters began in September 2011. TNMP completed its mass deployment of AMS in 2016 and has installed more than 242,000 advanced meters. The PUCT approved interim adjustments to TNMP’s transmission rates of $4.3 million in March 2016, $1.8 million in September 2016, $4.8 million in March 2017, $4.7 million in September 2017, and $0.6 million in March 2018. On January 25, 2019, TNMP filed an application to further update its transmission rates, which would increase revenues by $14.3 million annually. The application is pending before the PUCT.

TNMP filed a general rate case application with the PUCT in May 2018 requesting an annual increase to base rates of $25.9 million based on a ROE of 10.5%, a cost of debt of 7.2%, and a capital structure comprised of 50% debt and 50% equity. TNMP’s application also proposed a new rate rider to recover Hurricane Harvey restoration and other costs, a request to increase depreciation rates, and a request to integrate revenues recorded under TNMP’s AMS rider, as well as other unrecovered AMS investments, into base rates. The application also proposed to return the regulatory liability recorded at December 31, 2017 related to federal tax reform to customers and to reduce its federal corporate income tax rate to 21%. On November 2, 2018, TNMP and other parties to the case filed an unopposed settlement agreement. The unopposed settlement was approved by the PUCT on December 20, 2018. The approved settlement agreement results in a $10.0 million annual increase to base rates and provides for a ROE of 9.65%, a cost of debt of 6.44%, and a capital structure comprised of 55% debt and 45% equity. The approved settlement integrates AMS revenues and other unrecovered AMS investments into base rates, adjusts how TNMP will return the regulatory liability recorded at December 31, 2017 related to federal tax reform to customers, grants TNMP’s request for updated depreciation rates, and provides for a new rider to recover Hurricane Harvey restoration and other costs. The approved settlement excludes from rate base certain transmission investments that were requested in TNMP’s original filing. These transmission investments were subsequently included in TNMP’s January 2019 transmission cost of service filing, which is pending before the PUCT. New rates under the TNMP 2018 Rate Case were effective beginning on January 1, 2019. See Note 17.

Franchise Agreements


TNMP holds long-term, non-exclusive franchise agreements for its electric transmission and distribution services. These agreements have varying expiration dates and some have expired. TNMP intends to negotiate and execute new or amended franchise agreements with municipalities where the agreements have expired or will be expiring. Since TNMP is the exclusive provider of transmission and distribution services in most areas that it serves, the need to renew or renegotiate franchise agreements should not have a material adverse impact. TNMP also earns revenues from service provided to facilities in its service area that lie outside the territorial jurisdiction of the municipalities with which TNMP has franchise agreements.


Regulatory Activities

The rates TNMP charges customers are subject to traditional rate regulation by the PUCT. On January 1, 2019, TNMP
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implemented a PUCT order in TNMP’s 2018 Rate Case to increase annual base rates by $10.0 million based on a ROE of 9.65%, a cost of debt of 6.44%, and a capital structure comprised of 55% debt and 45% equity. The increase reflects the reduction in the federal corporate income tax rate to 21%. Under the approved settlement stipulation TNMP was granted authority to update depreciation rates and refund the regulatory liability related to federal tax reform to customers.

The PUCT has approved mechanisms that allow TNMP to recover capital invested in transmission and distribution projects without having to file a general rate case. The PUCT approved interim adjustments to TNMP’s transmission rates of $7.8 million in March 2020, $2.0 million in October 2020, $14.1 million in March 2021, and $6.3 million in September 2021. On January 26, 2022 TNMP filed an application to further update its transmission rates, which would increase revenues by $14.2 million annually. The application is pending before the PUCT. The PUCT approved interim adjustments to TNMP’s distribution revenue requirement of $14.7 million in August 2020 and $13.5 million in September 2021. The PUCT also approved rate riders that allow TNMP to recover amounts related to energy efficiency and third-party transmission costs.


Corporate and Other


The Corporate and Other segment includes PNMR holding company activities, primarily related to corporate level debt and the activities of PNMR Services Company. PNMR Services Company provides corporate services through shared services agreements to PNMR and all of PNMR’s business units, including PNM and TNMP. These services are charged and billed at cost on a monthly basis to the business units. The activities of PNMR Development, NM Capital, and NMRD are also included in Corporate and Other.


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SOURCES OF POWER
PNM
Generation Capacity


As of December 31, 2018,2021, the total net generation capacity of facilities owned or leased by PNM was 2,1022,168 MW. PNM also obtains power under long-term PPAs for the power produced by Valencia, New Mexico Wind, Red Mesa Wind, Casa Mesa Wind, La Joya Wind I and II, the Lightning Dock Geothermal facility, and the NMRD-owned solar facilities.


PNM’s capacity in electric generating facilities, which are owned, leased, or under PPAs, in commercial operation as of December 31, 20182021 is:
GenerationPercent of
CapacityGeneration
TypeNameLocation(MW)Capacity
CoalSJGSWaterflow, New Mexico562 18.0 %
CoalFour CornersFruitland, New Mexico200 6.4 %
    Coal-fired resources762 24.4 %
GasReeves StationAlbuquerque, New Mexico146 4.6 %
GasAfton (combined cycle)La Mesa, New Mexico235 7.5 %
GasLordsburgLordsburg, New Mexico85 2.7 %
GasLuna (combined cycle)Deming, New Mexico190 6.1 %
Gas/OilRio BravoAlbuquerque, New Mexico149 4.8 %
GasValenciaBelen, New Mexico155 5.0 %
GasLa LuzBelen, New Mexico41 1.3 %
Gas-fired resources1,001 32.0 %
NuclearPVNGSWintersburg, Arizona402 12.9 %
SolarPNM-owned solarTwenty-four sites in New Mexico158 5.1 %
SolarNMRD-owned solarLos Lunas, New Mexico130 4.2 %
WindNew Mexico WindHouse, New Mexico200 6.4 %
WindRed Mesa WindSeboyeta, New Mexico102 3.3 %
WindCasa Mesa WindHouse, New Mexico50 1.6 %
WindLa Joya Wind ITorrance, New Mexico166 5.3 %
WindLa Joya Wind IITorrance, New Mexico140 4.5 %
GeothermalLightning Dock GeothermalLordsburg, New Mexico11 0.3 %
Renewable resources957 30.7 %
3,122 100.0 %

The NMPRC has approved plans for PNM to procure energy and RECs from additional solar-PV renewable resources totaling 1,440 MW to serve retail customers and a data center located in PNM’s service territory, including the portfolio to
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Generation
Capacity
TypeNameLocation(MW)
CoalSJGSWaterflow, New Mexico562
CoalFour CornersFruitland, New Mexico200
GasReeves StationAlbuquerque, New Mexico154
GasAfton (combined cycle)La Mesa, New Mexico230
GasLordsburgLordsburg, New Mexico80
GasLuna (combined cycle)Deming, New Mexico189
Gas/OilRio BravoAlbuquerque, New Mexico138
GasValenciaBelen, New Mexico158
GasLa LuzBelen, New Mexico40
NuclearPVNGSWintersburg, Arizona402
SolarPNM-owned solarFifteen sites in New Mexico107
SolarNMRD-owned solarLos Lunas, New Mexico30
WindNew Mexico WindHouse, New Mexico204
WindRed Mesa WindSeboyeta, New Mexico102
WindCasa Mesa WindHouse, New Mexico50
GeothermalLightning Dock GeothermalLordsburg, New Mexico15
2,661
replace the planned retirement of SJGS for solar PPAs of 650 MW combined with 300 MW of battery storage agreements. The PVNGS Leased Interest Abandonment Application approved by the NMPRC includes solar PPAs of 450 MW combined with 290 MW of battery storage agreements. The majority of these renewable resources are key means for PNM to meet the RPS and related regulations that require PNM to achieve prescribed levels of energy sales from renewable sources, including those set by the recently enacted ETA, without exceeding cost requirements. If adjusted for these plans, the table above would reflect the percentage of generation capacity from fossil-fueled resources of 26.5%, from nuclear resources of 6.4%, and from renewable and battery storage resources of 67.1%. In addition, PNM also has a customer distributed solar generation program that represented 201.2 MW at December 31, 2021.


Fossil‑Fueled Plants


SJGS is operated by PNM and, until December 2017, consisted of four units. As discussed in Note 16, SJGS Units 2 and 3 were retired in December 2017 and the ownership interests in SJGS Unit 4 were restructured as of December 31, 2017. restructured. PNM has received NMPRC approval to retire its remaining ownership in SJGS in 2022. See Note 17.

The table below presents the rated capacities and ownership interests of each participant in each unit of SJGS before and after these events:at December 31, 2021:
Unit 1Unit 4
Capacity (MW)340 507 
PNM (1)
50.000 %77.297 %
Tucson50.000 — 
Farmington— 8.475 
Los Alamos— 7.200 
UAMPS— 7.028 
Total100.000 %100.000 %
 Unit MW Capacity and Ownership Interests
 Prior to Restructuring After Restructuring
 Unit 1 Unit 2 Unit 3 Unit 4 Unit 1 Unit 4
Capacity (MW)340
 340
 497
 507
 340
 507
            
PNM (1)
50.000% 50.000% 50.000% 38.457% 50.000% 77.297%
Tucson50.000
 50.000
 
 
 50.000
 
SCPPA
 
 41.800
 
 
 
Tri-State
 
 8.200
 
 
 
MSR
 
 
 28.800
 
 
Anaheim
 
 
 10.040
 
 
Farmington
 
 
 8.475
 
 8.475
Los Alamos
 
 
 7.200
 
 7.200
UAMPS
 
 
 7.028
 
 7.028
Total100.000% 100.000% 100.000% 100.000% 100.000% 100.000%

(1) After restructuring includes Includes a 12.8% interest held in SJGS Unit 4 as a merchant plant.


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Four Corners Units 4 and 5 are 13% owned by PNM. These units are jointly owned with APS, SRP, Tucson, and NTEC, and are operated by APS. Prior to July 22, 2018, NTEC’s 7% share of Four Corners was owned by an affiliate of APS, which had acquired the interest from EPE on July 7, 2016. PNM had no ownership interest in Four Corners Units 1, 2, or 3, which were shut down by APS on December 30, 2013. The Four Corners plant site is located on land within the Navajo Nation and is subject to an easement from the federal government. APS, on behalf of the Four Corners participants, negotiated amendments to extend the owners’ right to operate the plant on the site to July 2041. In June 2021, APS and the owners of Four Corners entered into agreements to operate Four Corners seasonally beginning in Fall 2023, subject to the necessary approvals. Under seasonal operations, a single unit will remain online year-round, subject to market conditions as well as planned maintenance outages and unplanned outages. In addition, the other unit will be operational throughout the summer season when customer demand is the highest. PNM filed the Four Corners Abandonment Application, which seeks NMPRC approval to exit PNM’s 13% share of Four Corners as of December 31, 2024. See Note 16 for additional information about Four Corners.17.


PNM owns 100% of Reeves, Afton, Rio Bravo, Lordsburg, and La Luz and one-third of Luna. The remaining interests in Luna are owned equally by Tucson and Samchully Power & Utilities 1, LLC. PNM is also entitled to the entire output of Valencia under a PPA. Reeves, Lordsburg, Rio Bravo, La Luz, and Valencia are used primarily for peaking power and transmission support. As discussed in Note 10, Valencia is a variable interest entity and is consolidated by PNM as required by GAAP.PNM.


Nuclear Plant


PNM is participating in the three units of PVNGS with APS (the operating agent), SRP, EPE, SCE, SCPPA, and the Department of Water and Power of the City of Los Angeles. PNM is entitled to 10.2%, including portions that are leased to PNM, of the power and energy generated by PVNGS. See Note 8 for additional information concerning the PVNGS leases. Currently, PNM has ownership interests of 2.3% in Unit 1, 9.4% in Unit 2, and 10.2% in Unit 3 and has leasehold interests of 7.9% in Unit 1 and 0.8% in Unit 2. The lease payments for the leased portions of PVNGS are recovered through retail rates approved by the NMPRC.

On April 5, 2021, PNM and SRP entered into an Asset Purchase and Sale Agreement, pursuant to which PNM agreed to sell to SRP certain PNM-owned assets and nuclear fuel necessary to the ongoing operation and maintenance of leased capacity in PVNGS Unit 1 and Unit 2, which SRP has agreed to acquire from the lessors upon termination of the existing leases. The proposed transaction between PNM and SRP received all necessary approvals, including NRC approval for the transfer of the associated possessory licenses to SRP at the end of the term of each of the respective leases. See NoteNotes 16 and 17 for information on other PVNGS matters including the NMPRC’s approval for PNM to include PVNGS Unit 3 as a jurisdictional resource to serve New Mexico retail customers beginning in 2018Leased Interest Abandonment Application and Note 178 for additional information concerning the NMPRC’s treatment of the purchased assets and extended leases in PNM’s NM 2015 Rate Case. See Note 8 for information concerning PNM’s option to purchase or return the assets underlying four leases in PVNGS Unit 1 and one lease in PVNGS Unit 2 that expire January 2023 and January 2024.leases.


SolarRenewables


At December 31, 2018,2021, PNM owns a total of 107158 MW of solar facilities in commercial operation. In addition, PNM is also entitledpurchases renewable power under long-term PPAs to the entire output from 30 MW of NMRD-owned solar facilities. As discussedserve New Mexico retail customers, including a data center located in Note 1, NMRD is a 50% equity method investee of PNMR Development. As discussed in Note 17, PNM’s 2018service territory. At December 31, 2021, renewable energy procurement plan includes the additionprocured under these agreements from wind, solar-PV, and
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geothermal facilities aggregated to 658 MW, of PNM-owned solar-PV facilities which are expected to be130 MW, and 11 MW. These agreements currently have expiration dates beginning in commercial operation by December 2019.January 2035 and extending through June 2045. The NMPRC has approved a voluntary tariff that allows PNM retail customersPNM’s request to buyenter into additional PPAs for renewable electricityenergy for a small monthly premium. Power from 1.5an additional 1,440 MW of energy from solar-PV facilities combined with 640 MW of battery storage agreements with an anticipated 100 MW expected to come online in 2022. The entire portfolio of replacement resources approved by the NMPRC in PNM’s SJGS Abandonment Application includes replacement of SJGS capacity with the procurement of 650 MW of solar PPAs combined with 300 MW of battery storage agreements. The PVNGS Leased Interest Abandonment Application approved by the NMPRC for replacement of 114 MW of PVNGS capacity is usedand to ensure system reliability and load needs are met includes procurement of 450 MW of solar PPAs combined with 290 MW of battery storage agreements. In addition, the NMPRC issued an order that will allow PNM to service load undera data center for an additional 190 MW of solar PPA combined with 50 MW of battery storage and a 50 MW solar PPA expected to be operational in 2023. See Note 17.

A summary of purchased power, excluding Valencia, is as follows:
 Year Ended December 31,
 20212020
Purchased under long-term PPAs
MWh3,107,696 2,207,238 
Cost per MWh$33.95 $34.00 
Other purchased power
Total MWh (1)
2,510,263 318,061 
Cost per MWh$45.97 $51.18 
(1) Increase in 2021 primarily resulted from PNM’s participation in the voluntary tariff.EIM. See Note 4 and Note 17.


Plant Operating Statistics


Equivalent availability of PNM’s major base-load generating stations was:
Plant Operator 2018 2017 2016PlantOperator20212020
SJGS PNM 71.4% 84.1% 76.5%SJGSPNM74.2%73.3%
Four Corners APS 61.7% 50.6% 62.0%Four CornersAPS66.1%63.9%
PVNGS APS 88.6% 91.9% 91.4%PVNGSAPS91.7%89.5%
Joint Projects


SJGS, PVNGS, Four Corners, and Luna are joint projects each owned or leased by several different entities. Some participants in the joint projects are investor-owned entities, while others are privately, municipally, or co-operatively owned. Furthermore, participants in SJGS have varying percentage interests in different generating units within the project. The primary operating or participation agreements for the joint projects expire in July 2022 for SJGS, July 2041 for Four Corners, December 2046 for Luna, and November 2047 for PVNGS. SJGS and Four Corners are coal-fired generating plants that obtain their coal requirements from mines near the plants. An agreement for coal supply for SJGS, which expires on June 30, 2022, became effective onOn January 31, 2016. At that same time,2016 an agreement to restructure the ownership in SJGS became effective. The restructuring agreement provided for certain participants in SJGS to exit ownership at December 31, 2017, by which time SJGS Units 2 and 3 were required to be permanently shut down. On April 1, 2020, the NMPRC approved the abandonment of PNM’s remaining interest in SJGS on June 30, 2022. On February 17 2022, PNM filed a request with the NMPRC to extend operation of SJGS Unit 4 until September 30, 2022. The filing provided that PNM had obtained agreement from the SJGS owners to extend operation of Unit 4, but was unable to secure the extended operation of Unit 1. See Note 1617 for a discussion ofadditional information about PNM’s SJGS Abandonment Application.

The primary operating or participation agreements for the restructuring of SJGS ownership. In December 2013, a coal supply arrangementother joint projects expire July 2041 for Four Corners, that runs through July 6, 2031 was executed.December 2046 for Luna, and November 2047 for PVNGS. As described above, Four Corners is located on land within the Navajo Nation and is subject to an easement from the federal government. On January 8, 2021, PNM filed the Four Corners Abandonment Application, which seeks NMPRC approval to exit PNM’s 13% share of Four Corners as of December 31, 2024. See Note 17 for additional information about PNM’s Four Corners Abandonment Application. Portions of PNM’s interests in PVNGS Units 1 and 2 are held under leases. See Nuclear Plant above and Note 8 regarding PNM’s actions related to these leases.



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On December 31, 2018, PNM submitted a filing with the NMPRC (the “December 2018 Compliance Filing”) indicating that, consistent with the conclusions reached in PNM’s 2017 IRP, PNM’s customers would benefit from the retirement of PNM’s share of SJGS (subject to future NMPRC approval) when the current coal supply and operating agreements governing the facility expire in mid-2022. PNM’s December 2018 Compliance Filing indicates that PNM has provided notice that it does not intend to extend the existing coal supply agreement beyond its current June 30, 2022 expiration date. In addition, PNM’s 2017 IRP also indicates customers would benefit from PNM’s exit from Four Corners when the current coal supply agreement for that facility expires in 2031. See Notes 16 and 17 for additional information about PNM’s coal supply, PNM’s December 2018 Compliance Filing, and PNM’s 2017 IRP. It is possible that other participants in the joint projects have circumstances and objectives that have changed from those existing at the time of becoming participants. The status of these joint projects is further complicated by the uncertainty surrounding the form of potential legislation and/or regulation of GHG, other air emissions, and CCRs, as well as the impacts of the costs of compliance and operational viability of all or certain units within the joint projects. It is unclear how these factors will enter into discussions and negotiations concerning the status of the joint projects as the expiration of basic operational agreements approaches. PNM can provide no assurance that its participation in the joint projects will continue in the manner that currently exists.

PPAs

In addition to generating its own power, PNM purchases power under long-term PPAs. PNM also purchases power in the forward, day-ahead, and real-time markets.

In 2002, PNM entered into a 25-year agreement to purchase all of the power and RECs generated by New Mexico Wind. PNM began receiving power from the project in June 2003. FPL owns and operates New Mexico Wind, which currently consists of 136 wind-powered turbines having an aggregate capacity of 204 MW on a site in eastern New Mexico. PNM also has a 20-year agreement to purchase energy and RECs from the Lightning Dock Geothermal facility built near Lordsburg, New Mexico. The current capacity of the facility is 15 MW. PNM’s 2018 renewable plan filing, which was approved by the NMPRC on November 15, 2017, included requests to procure an additional 80 GWh in 2019 and 105 GWh in 2020 from a re-powering of New Mexico Wind and an additional 55 GWh in 2019 and 77 GWh in 2020 from a re-powering of Lightning Dock Geothermal. The PPAs now expire in 2044 for New Mexico Wind and 2042 for Lightning Dock Geothermal.

In June 2013, PNM entered into a 20-year PPA with Red Mesa Wind, LLC, a subsidiary of NextEra Energy Resources, LLC, to purchase all of the power and RECs produced by Red Mesa Wind beginning on January 1, 2015. Red Mesa Wind, LLC owns and operates the facility, which consists of 64 wind-powered turbines having an aggregate capacity of 102 MW on a site west of Albuquerque.

PNM and Tri-State have a hazard sharing agreement, which expires on May 31, 2022. Under this agreement, each party sells the other party 100 MW of capacity and energy from a designated generation resource on a unit contingent basis, subject to certain performance guarantees.  Both the purchases and sales are made at the same market index price.  This agreement serves to reduce the magnitude of each party’s single largest generating hazard and assists in enhancing the reliability and efficiency of their respective operations. See Note 17 for details related to purchases and sales. Since PNM purchases and sells approximately the same amount of energy under the hazard sharing agreement, it is not included as a capacity resource in the above table.

As discussed in Note 1, PNMR Development and AEP OnSite Partners created NMRD on September 22, 2017 to pursue the acquisition, development, and ownership of renewable energy generation projects primarily in the State of New Mexico. PNMR Development and AEP OnSite Partners each have a 50% ownership interest in NMRD, a limited liability company. In December 2017, PNMR Development made a contribution to NMRD of its interest in three 10 MW solar facilities and assigned its interests in several agreements related to those facilities to NMRD. AEP OnSite Partners made a cash contribution to NMRD equal to 50% of the value of the 30 MW solar capacity, which cash was then distributed from NMRD to PNMR Development.  Power from the 30 MWs of solar capacity is being sold to PNM under 25-year PPAs to supply renewable energy to a data center in PNM’s service territory.

In March 2018, the NMPRC approved PNM’s request to enter into three separate 25-year PPAs to purchase renewable energy and RECs to be used by PNM to supply power to Facebook, Inc. These PPAs include the purchase of the power and RECs from an aggregate of 266 MW of wind and solar-PV generation facilities to be located in New Mexico. In November 2018, the 50 MW of capacity from Casa Mesa Wind was placed in commercial operation. PNM expects the remaining 216 MW of wind and solar-PV generating facilities will be in commercial operation by December 2021. In October 2018, the NMPRC approved PNM’s request to enter into two 25-year PPAs to purchase renewable energy and RECs from an aggregate of approximately 100 MW of capacity from two solar-PV facilities to be owned and operated by NMRD, which will also be used to supply power and RECs to Facebook. NMRD is required to obtain FERC approval of the PPAs. Subject to FERC approval, the first 50 MW of these facilities is expected to be in commercial operation by December 2019 and the remaining capacity is expected to be in

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commercial operation by June 2020. The cost of these PPAs will be passed through to Facebook, Inc., under one of PNM’s NMPRC approved rate riders (Note 17).

A summary of purchased power, excluding Valencia, is as follows:
 Year Ended December 31,
 2018 2017 2016
Purchased under long-term PPAs     
MWh1,626,300
 1,574,716
 1,211,852
Cost per MWh$32.49
 $29.02
 $28.26
Other purchased power     
Total MWh444,347
 445,464
 502,893
Cost per MWh$41.46
 $31.74
 $27.78

TNMP

TNMP provides only transmission and distribution services and does not sell power.

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FUEL AND WATER SUPPLY
PNM
The percentages (on the basis of KWh) of PNM’s generation of electricity, including Valencia, fueled by coal, nuclear fuel, and gas and oil, and the average costs to PNM of those fuels per MMBTU were as follows:
 CoalNuclearGas and Oil
 Percent of
Generation
Average
Cost
Percent of
Generation
Average
Cost
Percent of
Generation
Average
Cost
202144.3 %$3.02 34.8 %$0.68 16.8 %$6.02 
202043.6 %$3.04 34.7 %$0.70 17.6 %$1.63 
 Coal Nuclear Gas and Oil
 
Percent of
Generation
 
Average
Cost
 
Percent of
Generation
 
Average
Cost
 
Percent of
Generation
 
Average
Cost
201844.7% $2.60
 34.1% $0.58
 18.5% $2.43
201756.5% $2.16
 31.9% $0.64
 9.2% $3.02
201654.1% $2.34
 31.6% $0.71
 11.8% $2.80


In 2018, 2017,both 2021 and 2016, 2.7%, 2.4%, and 2.5%2020, 4.1% of PNM’s generation was from utility-owned solar, which has no fuel cost. In December 2017, SJGS Units 2 and 3 were retired and PNM assumed a greater interest in SJGS Unit 4, which results in a lower percentage of PNM’s electric generation capacity being fueled by coal. The generation mix for 20192022, including power procured under long-term PPAs, is expected to be 41.7%25.7% coal, 30.3%33.2% nuclear, 24.8%18.3% gas and oil, and 3.2% utility-owned solar.22.8% from renewable resources, including solar, wind, and geothermal. Due to locally available natural gas and oil supplies, the utilization of locally available coal deposits, and the generally adequate supply of nuclear fuel, PNM believes that adequate sources of fuel are available for its generating stations into the foreseeable future. See Sources of Power – PNM – PPAs for information concerning the cost of purchased power. PNM recovers substantially all of its fuel and purchased power costs through the FPPAC.


Coal


ASJGS and Four Corners are coal-fired generating plants that obtain their coal requirements from mines near the plants. The coal supply contract for SJGS, which expireswas set to expire on June 30, 2022, became effectivebut was extended, subject to FERC acceptance of the SJGS participation agreement, through September 30, 2022 with an amendment to the coal supply agreement executed on January 31, 2016.February 17, 2022. Coal supply has not been arranged for periods after the existing contract expires. Substantially all of the benefits of lowerPNM’s coal pricing under the new contractcosts are being passed throughon to PNM’s customers under the FPPAC. PNM believes there is adequate availability of coal resources to continue to operate SJGS through mid-2022.September 30, 2022.


In late December 2013, a fifteen-year coal supply contractarrangement for Four Corners which beganthat runs through July 6, 2031 was executed. Since that time, certain amendments have been made to the contract including amendments to reduce annual take-or-pay minimums and to change the annual contract period to end in May rather than in July 2016, was executed. The average coal price per ton under the new contract was approximately 51% higher in the twelve months ended June 30, 2017 than in the twelve months ended June 30, 2016 and approximately 6.9% higher in the twelve months ended June 30, 2018 than in the twelve months ended June 30, 2017.of each year. The contract provides for pricing adjustments over its term based on economic indices.

As discussed above, PNM’s December 2018 Compliance Filing indicates that, consistent In connection with the conclusions reached in PNM’s 2017 IRP, PNM’s customersproposed exit of Four Corners, PNM would benefitmake payments totaling $75.0 million to NTEC for relief from its obligations under the retirement of PNM’s share of SJGS (subject to future NMPRC approval) after the current coal supply agreement expires in mid-2022 and that PNM does not intend to extend the SJGS CSA beyond that time. for Four Corners after December 31, 2024.

See Note 16 for additional information about PNM’s December 2018 Compliance Filing and PNM’s coal supply. As discussed insupply arrangements. See Note 17 for additional information about PNM’s 2017 IRP also indicates that PNM exiting ownership inSJGS Abandonment Application, PNM’s Four Corners afterAbandonment Application, and the 2020 IRP, which all focus on a carbon-free electricity portfolio by 2040 that would eliminate coal at the end of its current coal supply agreement in 2031 would provide long-term cost savings to PNM’s customers.2024.

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Natural Gas
The natural gas used as fuel for the electric generating plants is procured on the open market and delivered by third-party transportation providers. The supply of natural gas can be subject to disruptions due to extreme weather events and/or pipeline or facility outages. PNM has contracted for firm gas transmission capacity to minimize the potential for disruptions due to extreme weather events. Certain of PNM’s natural gas plants are generally used as peaking resources that are highly relied upon during seasonally high load periods and/or during periods of extreme weather, which also may be the times natural gas has the highest demand from other users. PNM’s reliance on its natural gas generating resources has increased with the December 2017 retirement of SJGS Units 2 and 3. Substantially all of PNM’s natural gas costs are recovered through the FPPAC.
Nuclear Fuel and Waste

PNM is one of several participants in PVNGS. The PVNGS participants are continually identifying their future nuclear fuel resource needs and negotiating arrangements to fill those needs. The PVNGPVNGS participants have contracted for 100% of PVNGS’s requirements for uranium concentrates through 2025 and 15% of its requirements55% through 2028. In 2018, PVNGS executed five uranium contracts covering the time period from 2019 to 2025. The PVNGS participants have also contracted for 100% of the requirements forAdditional needed supplies are covered through existing inventories or spot market transactions. For conversion services, 100% are contracted through 2025 and 40% of its requirements70% through 2030. A long-term contract forAdditional needed conversion services was executed in 2018 covering the time period from 2019 to 2030. The PVNGS participants have also contracted for 100% of the requirements forare covered through existing inventories or spot market transactions. For enrichment services through 2021, 90% of enrichment services foris contracted through 2022 and 80% of its enrichment services for 2023 through 2026. In 2018, four enrichment contracts were executed to bring coverage to these levels. All of PVNGS’sFor fuel assembly fabrication services are100% is contracted through 2027. In 2018, a fabrication contract was executed with a new fabrication supplier for Unit 2, and the existing fabrication contract was renegotiated for Units 1 and 3.
The Nuclear Waste Policy Act of 1982 required the DOE to begin to accept, transport, and dispose of spent nuclear fuel and high-level waste generated by the nation’s nuclear power plants by 1998. The DOE’s obligations are reflected in a contract with each nuclear power plant. The DOE failed to begin accepting spent nuclear fuel by 1998. APS (on behalf of itself and the other PVNGS participants) pursued legal actions for which settlements were reached. See Note 16 for information concerning these actions.
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The DOE had planned to meet its disposal obligations by designing, licensing, constructing, and operating a permanent geologic repository at Yucca Mountain, Nevada. In March 2010, the DOE filed a motion to dismiss with prejudice its Yucca Mountain construction authorization application that was pending before the NRC. Several interested parties have intervened in the NRC proceeding. Additionally, a numberlegal proceedings followed challenging DOE’s withdrawal of interested parties have filed a variety of lawsuits in different jurisdictions around the country challenging the DOE’s authority to withdraw theits Yucca Mountain construction authorization application. None of these lawsuits hashave been conclusively decided by the courts.decided. However, in August 2013, the DC Circuit ordered the NRC to resume its review of the application with available appropriated funds.

On October 16, 2014, the NRC issued Volume 3application. The results of the safety evaluation report developed as part of the Yucca Mountain construction authorization application. This volume addresses repository safety after permanent closure, and its issuance is a key milestone in the Yucca Mountain licensing process. Volume 3 contains the NRC staff’s finding that the DOE’s repository design meets the requirements that apply after the repository is permanently closed, including but not limited to the post-closure performance objectives in NRC’s regulations. On December 18, 2014, the NRC issued Volume 4 of the safety evaluation report developed as part of the Yucca Mountain construction authorization application. This volume covers administrative and programmatic requirements for the repository and documents the staff’s evaluation of whether the DOE’s research and development and performance confirmation programs, as well as other administrative controls and systems, meet applicable NRC requirements. Volume 4 contains the staff’s finding that most administrative and programmatic requirements in NRC regulations are met, except for certain requirements relating to ownership of land and water rights. Publication of Volumes 3 and 4 doesreview publications do not signal whether or when the NRC might authorize construction of the repository.

All spent nuclear fuel from PVNGS is being stored on site.on-site. PVNGS has sufficient capacity at its on-site ISFSI to store all of the nuclear fuel that will be irradiated during the initial operating license periods, which end in December 2027. Additionally, PVNGS has sufficient capacity at its on-site ISFSI to store a portion of the fuel that will be irradiated during the extended license periods, which end in November 2047. If uncertainties regarding the United States government’s obligation to accept and store spent fuel are not favorably resolved, the PVNGS participants will evaluate alternative storage solutions. These may obviate the need to expand the ISFSI to accommodate all of the fuel that will be irradiated during the extended license periods.
Water Supply

See Note 16 for information about PNM’s water supply.


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ENVIRONMENTAL MATTERS


Electric utilities are subject to stringent laws and regulations for protection of the environment by local, state, federal, and tribal authorities. In addition, PVNGS is subject to the jurisdiction of the NRC, which has the authority to issue permits and licenses and to regulate nuclear facilities in order to protect the health and safety of the public from radioactive hazards and to conduct environmental reviews. The liabilities under these laws and regulations can be material. In some instances, liabilities may be imposed without regard to fault, or may be imposed for past acts, whether or not such acts were lawful at the time they occurred. See MD&A – Other Issues Facing the Company – Climate Change Issues for information on GHG. In addition, Note 16 contains information related to the following matters, incorporated in this item by reference:


PVNGS Decommissioning Funding
Nuclear Spent Fuel and Waste Disposal
The Energy Transition Act
Environmental Matters under the caption “The Clean Air Act”
WEG v. OSM NEPA Lawsuit
Navajo Nation Environmental Issues
Cooling Water Intake Structures
Effluent Limitation Guidelines
Santa Fe Generating Station
Environmental Matters under the caption “Coal Combustion Residuals Waste Disposal”
Environmental Matters under the caption “Coal Supply”

COMPETITION


Regulated utilities are generally not subject to competition from other utilities in areas that are under the jurisdiction of state regulatory commissions. In New Mexico, PNM does not have direct competition for services provided to its retail electric customers. In Texas, TNMP is not currently in any direct retail competition with any other regulated electric utility. However, PNM and TNMP are subject to customer conservation and energy efficiency activities, as well as initiatives to utilize alternative energy sources, including self-generation, or otherwise bypass the PNM and TNMP systems.


PNM is subject to varying degrees of competition in certain territories adjacent to or within the areas it serves. This competition comes from other utilities in its region as well as rural electric cooperatives and municipal utilities.  PNM is involved in the generation and sale of electricity into the wholesale market although PNM has decided to stop pursuing wholesale generation contracts.serve its New Mexico retail customers.  PNM is subject to competition from regional utilities and merchant power suppliers with similar opportunities to generate and sell energy at market-based prices and larger trading entities that do not own or operate generating assets.


EMPLOYEESHUMAN CAPITAL RESOURCES

PNM Resources depends on over 1,600 dedicated employees to deliver outstanding customer service and transform into an emissions-free generation future.

Culture

Our diverse and inclusive workforce make the Company successful through our core values of safety, caring, and integrity. Our culture fosters behavior and mindset to sustain shared purpose, transparency and collaboration creating both individual and organizational accountability for achieving key results. Aligned with the core value of safety, we embarked on an in-depth safety survey and actionable plan focused on further integrating safety into our culture. In addition, we incorporate mental and physical well-being into our culture through a robust employee wellness program.

Talent Management and Total Rewards

We seek to attract and retain a highly skilled workforce by offering competitive compensation and benefits as well as opportunities for career advancement. Total compensation packages are reviewed regularly to ensure competitiveness within
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the industry and consistency with performance levels. We are committed to a leadership development program, which ensures our leaders’ success and provides diverse learning plans for all employees.

Diversity and Inclusion

Our core values also drive a culture committed to diversity and inclusion. Our diverse workforce enables the Company to provide exceptional value to our customers and stakeholders. Our 1,646 employees include 39% represented by a bargaining unit, 26% women, 52% minorities, 14% identified as disabled, and 8% veterans. To enhance diversity, we take a multi-tiered approach, including unconscious bias training in our leadership development program, incorporating diversity into our hiring process and undertaking targeted recruitment with organizations supporting diverse candidates. Compensation equity is reviewed three times per year and we perform a robust annual succession planning process, including an evaluation of our programs for diversity and inclusion.

Governance

The Board agrees that human capital management is an important component of PNM Resources’ continued growth and success, and is essential for its ability to attract, retain and develop talented and skilled employees. Management regularly reports to the Compensation Committee of the Board on human capital management topics, including corporate culture, diversity and inclusion, employee development and compensation and benefits. The Compensation Committee has oversight of talent retention and development and succession planning, and the Board provides input on important decisions in each of these areas.
Employees
The following table sets forth the number of employees of PNMR, PNM, and TNMP as of December 31, 2018:2021:
PNMRPNMTNMP
Corporate (1)
401 — — 
PNM877 877 — 
TNMP368 — 368 
   Total1,646 877 368 
 PNMR PNM TNMP
Corporate (1)
389
 
 
PNM938
 938
 
TNMP365
 
 365
   Total1,692
 938
 365

(1) Represents employees of PNMR Services Company.

As of December 31, 2018,2021, PNM had 487444 employees in its power plant and operations areas that are currently covered by a collective bargaining agreement with the IBEW Local 611 that is in effect through April 30, 2020.2023. As of December 31, 2018,2021, TNMP had 189193 employees represented by IBEW Local 66 covered by a collective bargaining agreement that is in effect through August 31, 2019.2024. The wages and benefits for PNM and TNMP employees who are members of the IBEW are typically included in the rates charged to electric customers and consumers, subject to approval of the NMPRC and PUCT.



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DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS


Statements made in this filing that relate to future events or PNMR’s, PNM’s, or TNMP’s expectations, projections, estimates, intentions, goals, targets, and strategies are made pursuant to the Private Securities Litigation Reform Act of 1995. Readers are cautioned that all forward-looking statements are based upon current expectations and estimates.estimates and apply only as of the date of this report. PNMR, PNM, and TNMP assume no obligation to update this information.
Because actual results may differ materially from those expressed or implied by these forward-looking statements, PNMR, PNM, and TNMP caution readers not to place undue reliance on these statements. PNMR’s, PNM’s, and TNMP’s business, financial condition, cash flows, and operating results are influenced by many factors, which are often beyond their control, that can cause actual results to differ from those expressed or implied by the forward-looking statements. These factors, which are neither presented in order of importance nor weighted, include:


The expected timing and likelihood of completion of the pending Merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the pending Merger that could reduce anticipated benefits or cause the parties to abandon the transaction
The occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement
The risk that the parties may not be able to satisfy the conditions to the proposed Merger in a timely manner or at all
The risk that the proposed Merger could have an adverse effect on the ability of PNMR to retain and hire key personnel and maintain relationships with its customers and suppliers, and on its operating results and businesses generally
The ability of PNM and TNMP to recover costs and earn allowed returns in regulated jurisdictions, including the impacts of the NMPRC orders in PNM’s NM 2015 Rate Case, the appeal of that order, the NM 2016 Rate Case and related deferral of the issueprudence of PNM’s prudence of continuation of participationundepreciated investments in Four Corners to PNM’s next general rate case and recovery of PNM’s investments inand other costs associated with that plant, any actions resulting from PNM’s December 2018 Compliance Filing, which indicates PNM intends to retire its share of SJGS in 2022 (subject to future NMPRC approval), and/or the conclusions reached in PNM’s 2017 IRP (collectively, the “Regulatory Proceedings”) and the impact on service levels for PNM customers if the ultimate outcomes do not provide
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for the recovery of costs ofand operating and capital expenditures, as well as other impacts of federal or state regulatory and judicial actions
The ability of the Company to successfully forecast and manage its operating and capital expenditures, including aligning expenditures with the revenue levels resulting from the ultimate outcomes of regulatory proceedings, or resulting from potential mid-term or long-term impacts related to COVID-19
Uncertainty relating to PNM’s decision to return the Regulatory Proceedingscurrently leased generating capacity in PVNGS Units 1 and supporting forecasts utilized2 at the expiration of their lease terms in 2023 and 2024, including future test year rate proceedingsregulatory outcomes relating to the ratemaking treatment
Uncertainty surrounding the status of PNM’s participation in jointly-owned generation projects, including the 2022 scheduled expirationchanges in PNM’s generation entitlement share for PVNGS following termination of the operationalleases in 2023 and fuel supply agreements for SJGS,2024, the outcome of PNM’s December 2018 Compliance Filing, the results of PNM’s 2017 IRP filing, which indicates that PNM’s customers would benefit from PNM’sproposed exit from Four Corners in 2031, including regulatory recoveryand the exit and abandonment of undepreciated investments in the event the NMPRC orders generating facilities be retiredSJGS
Uncertainty regarding the requirements and related costs of decommissioning power plants and reclamation of coal mines supplying certain power plants, as well as the ability to recover those costs from customers, including the potential impacts of the ultimate outcomes of the Regulatory Proceedingscurrent and future regulatory proceedings
The impacts on the electricity usage of customers and consumers due to performance of state, regional, and national economies, energy efficiency measures, weather, seasonality, alternative sources of power, advances in technology, andthe impacts of COVID-19 on customer usage, other changes in supply and demand
Uncertainty regarding what actions PNM may take with respectrelated to the generating capacitypotential for regulatory orders, legislation or rulemakings that provide for municipalization of utility assets or public ownership of utility assets, including generation resources, or which would delay or otherwise impact the procurement of necessary resources in PVNGS Units 1 and 2 that is under lease at the expiration of the lease terms in 2023 and 2024, or upon the occurrence of certain specified events, as well as the related treatment for ratemaking purposes by the NMPRCa timely manner
The Company’s ability to access the financial markets in order to provide financing to repay or refinance debt as it comes due, as well as for ongoing operations and construction expenditures, including disruptions in the capital or credit markets, actions by ratings agencies, and fluctuations in interest rates, including any negative impacts that could result from the ultimate outcomes of regulatory proceedings, from the Regulatory Proceedingseconomic impacts of COVID-19 or from the entry into the Merger Agreement
The risks associated with completion of generation, transmission, distribution, and other projects, including uncertainty related to regulatory approvals and cost recovery, and the ability of counterparties to meet their obligations under certain arrangements (including approved PPAs related to replacement resources for facilities to be retired or for which the leases will terminate), and supply chain or other outside support services that may be disrupted by the impacts of COVID-19
The potential unavailability of cash from PNMR’s subsidiaries due to regulatory, statutory, or contractual restrictions or subsidiary earnings or cash flows
The performance of generating units, transmission systems, and distribution systems, which could be negatively affected by operational issues, fuel quality and supply chain issues (disruptions), unplanned outages, extreme weather conditions, wildfires, terrorism, cybersecurity breaches, and other catastrophic events, including the impacts of COVID-19, as well as the costs the Company may incur to repair its facilities and/or the liabilities the Company may incur to third parties in connection with such issues
State and federal regulation or legislation relating to environmental matters and renewable energy requirements, the resultant costs of compliance, and other impacts on the operations and economic viability of PNM’s generating plants
State and federal regulatory, legislative, executive, and judicial decisions and actions on ratemaking, tax,and taxes, including guidance related to the impacts and related uncertainties of tax reform enacted in 2017,Tax Act, and other matters
Risks related to climate change, including potential financial risks resulting from climate change litigation and legislative and regulatory efforts to limit GHG, including the impacts of the ETA
Employee workforce factors, including cost control efforts and issues arising out of collective bargaining agreements and labor negotiations with union employees
Variability of prices and volatility and liquidity in the wholesale power and natural gas markets
Changes in price and availability of fuel and water supplies, including the ability of the mines supplying coal to PNM’s coal-fired generating units and the companies involved in supplying nuclear fuel to provide adequate quantities of fuel
Regulatory, financial, and operational risks inherent in the operation of nuclear facilities, including spent fuel disposal uncertainties

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The risk that FERC rulemakings or lack of additional capacity during peak hours may negatively impact the operation of PNM’s transmission system
The impacts of decreases in the values of marketable securities maintained in trusts to provide for decommissioning, reclamation, pension benefits, and other postretirement benefits, including potential increased volatility resulting from international developments and the impacts of COVID-19
Uncertainty surrounding counterparty performance and credit risk, including the ability of counterparties to supply fuel and perform reclamation activities and impacts to financial support provided to facilitate the coal supply at SJGS
The effectiveness of risk management regarding commodity transactions and counterparty risk
The outcome of legal proceedings, including the extent of insurance coverage
Changes in applicable accounting principles or policies


For information about the risks associated with the use of derivative financial instruments see Part II, Item 7A. “Quantitative and Qualitative Disclosures About Market Risk.”


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SECURITIES ACT DISCLAIMER

Certain securities described in this report have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be reoffered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws. This Form 10-K does not constitute an offer to sell or the solicitation of an offer to buy any securities.


ITEM 1A.RISK FACTORS
 
The business and financial results of PNMR, PNM, and TNMP are subject to a number of risks and uncertainties, many of which are beyond their control, including those set forth below and in MD&A, Note 16, and Note 17. For other factors that may cause actual results to differ materially from those indicated in any forward-looking statement contained in this report, see Disclosure Regarding Forward Looking Statements in Item 1. Business. TNMP provides transmission and distribution services to REPs that provide electric service to consumers in TNMP’s service territories. References to customers in the risk factors discussed below also encompass the customers of these REPs who are the ultimate consumers of electricity transmitted and distributed through TNMP’s facilities.
Regulatory FactorsRisks
The profitability of PNMR’s utilities depends on being able to recover their costs through regulated rates and earn a fair return on invested capital, including investments in its generating plants. Without timely cost recovery, including recovery of undepreciated investments and other costs associated with abandoning generation facilities, and the opportunity to earn a fair return on invested capital investments, PNMR’s liquidity and results of operations could be negatively impacted. Further, PNM and TNMP are in a period of significant capital expenditures, including costs of replacing generating capacity as coal-fired plants are retired.expenditures. While increased capital investments and other costs are placing upward pressure on rates charged to customers, energy efficiency initiatives and other factors are placing downward pressure on customer usage. The combination of these matters could adversely affect the Company’s results of operations and cash flows.
The rates PNM charges its customers are regulated by the NMPRC and FERC. TNMP is regulated by the PUCT. The Company is in a period requiring significant capital investment and is projecting total construction expenditures for the years 2019-20232022-2026 to be $2,708.7 million.$4.2 billion. See Note 14. PNM and TNMP anticipate a trend toward increasing costs, for which itthey will have to seek regulatory recovery. These costs include or are related to:

Coststo costs of asset construction for generation, transmission, and distribution systems necessary to provide electric service, including new generation and transmission resources, as well as the cost to remove and retire existing assets,
Environmental environmental compliance expenditures,
The regulatory mandatemandates to acquire power from renewable resources,
Increased regulation related to nuclear safety,
Increased increased costs related to cybersecurity, increased interest costs to finance capital investments,
Depreciation and depreciation.
 
At the same time costs are increasing, there are factors placing downward pressurespressure on the demand for power, thereby reducing customer usage. These factors include:

Changinginclude changing customer behaviors, including increased emphasis on energy efficiency measures and utilization of alternative sources of power,
Rate rate design that is not driven by economics, which could influence customer behavior,

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Unfavorable unfavorable economic conditions,
Reductions in costs of self-generation energy resources and energy efficiency technology
Reduced reduced new sources of demand, and unpredictable weather patterns.
Unpredictable weather patterns


The combination of costs increasing relatively rapidly and the technologies and behaviors that are reducing energy consumption places upward pressure on the per unit prices that must be charged to recover costs. This upward pressure on unit prices could result in additional efforts by customers to reduce consumption through energy efficiency or to pursue self-generation or other alternative sources of power.measures. Without timely cost recovery and the authorization to earn a reasonable return on invested capital, the Company’s liquidity and results of operations could be negatively impacted.
Under New Mexico law, utilities may proposeOn January 8, 2021, PNM filed the useFour Corners Abandonment Application, which seeks NMPRC approval to exit PNM’s 13% share of Four Corners as of December 31, 2024, and issuance of approximately $300 million of energy transition bonds as provided by the ETA. On December 15, 2021, the NMPRC issued a FTYfinal order denying approval of the Four Corners Abandonment Application and the corresponding request for issuance of securitized financing.On December 22, 2021, PNM filed a Notice of Appeal with the NM Supreme Court of the NMPRC decision to deny the application. PNM’s Statement of Issues was filed with the NM Supreme Court on January 21, 2022. See additional discussion of the ETA and PNM’s Four Corners Abandonment Application in establishing rates. As with any forward looking financial information, a FTY presents challenges that are inherent inNotes 16 and 17.

On January 29, 2021 PNM filed its 2020 IRP addressing the forecasting process. Forecasts of both operating and capital expenditures necessitate reliance on many assumptions concerning future conditions and operating results. Accordingly, if rate requests based20-year planning period, from 2020 through 2040. The plan focuses on a FTY cannot be successfully supported, cash flowscarbon-free electricity portfolio by 2040 that would eliminate coal at the end of 2024. This includes replacing the power from San Juan with a mix of approved carbon-free resources and resultsthe plan to exit Four Corners at the end of operations may be negatively impacted. This could result from not being able2024. The plan highlights the need for additional investments in a diverse set of resources, including renewables to withstand challenges from regulatorssupply carbon-free power, energy storage to balance supply and intervenorsdemand, and efficiency and other demand-side resources to mitigate load growth. See additional discussion regarding the utility’s capability to make reasonable forecasts.

As discussedPNM’s 2020 IRP filing in Note 17,17.

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On June 11, 2020, PNM provided notices to the lessors and the NMPRC that PNM will return the leased assets under both its PVNGS Unit 1 and Unit 2 leases upon expiration of the leases in August 2015,January 2023 and 2024. PNM issued an RFP for replacement power resources on June 25, 2020. On April 2, 2021, PNM filed an application (the “NM 2015 Rate Case”) with the NMPRC requesting approval for a general rate increase, including base non-fuel revenuesthe decertification and abandonment of $121.5 million. The primary drivers of PNM’s identified revenue deficiency were infrastructure investments and the recovery of those investment dollars, including depreciation based on an updated depreciation study, and declines in forecasted energy sales as a result of PNM’s successful energy efficiency programs and other economic factors. The NMPRC issued an order authorizing an increase in non-fuel revenues of $61.2 million effective beginning in October 2016. The NMPRC disallowed recovery of PNM’s capital investment in BDT equipment installed on SJGS Units 1 and 4, which is required by the NSR permit for SJGS (Note 16), and a portion of the acquisition costs for PNM’s January 15, 2016 purchase of 64.1114 MW of leased PVNGS Unit 2, which were previously leasedcapacity, sale and transfer of related assets, and approval to PNM, as well as the undepreciated costs of capitalized improvements made during the period that capacity was leased. PNM filed an appeal of these disallowances with the NM Supreme Court. Other parties to that rate case have filed cross-appeals to PNM’s appeal in order to appeal other decisions of the NMPRC regarding issues in the NM 2015 Rate Case.procure new resources (“PVNGS Leased Interest Abandonment Application”). On October 30, 2017, the NM Supreme Court heard oral argument on the case but has not yet rendered a decision on the appealed matters and there is no required time frame for a decision to be issued.

In December 2016, PNM filed a request in the NM 2016 Rate Case for a general increase in rates of $99.2 million. The primary drivers of PNM’s identified revenue deficiency were implementation of the plan for SJGS to comply with the CAA, including the shutdown of Units 2 and 3 of SJGS, recovery of 50% of the net book value of those units, and the inclusion in retail rates of PVNGS Unit 3 as replacement power (Note 16). In May 2017, PNM and several signatories filed a comprehensive stipulation, which reduced the non-fuel revenue increase to $62.3 million and provided that PNM would only earn a debt return on its investments in SCR technology at Four Corners. In January 2018,April 21, 2021, the NMPRC issued an order which approved many aspects of the revised comprehensive stipulation with several modifications. The most significant of these modifications include a requirement for PNM to reflect the impacts of federal tax reform in rates beginning in 2018, rather than in 2019 as proposed in the comprehensive stipulation, and disallowance of PNM’s ability to collect an equity return on approximately $148.1 million of investments in Four Corners. The NMPRC’s January 2018 order also indicated that the NMPRC would defer further consideration of the prudency of PNM’s continued participation in Four Corners to PNM’s next general rate case. On February 7, 2018, NEE filed a notice of appeal with the NM Supreme Court asking the court to review the NMPRC’s decisions in the NM 2016 Rate Case. Several parties to the case intervened to support the NMPRC’s decisions in the NM 2016 Rate Case. In November 2018, NEE filed an unopposed motion to withdraw its appeal. On December 3, 2018, the NM Supreme Court issued its order of dismissal and remanded the matter to the NMPRC.

The NMPRC’s December 16, 2015 order required that, no later than December 31, 2018, PNM shall make a filing with the NMRPC setting forth PNM’s recommendation and supporting testimony and exhibits to determine the extent to which SJGS should continue serving PNM’s retail customers’ needs after June 30, 2022. On December 31, 2018, PNM submitted the required filing (the “December 2018 Compliance Filing”) to the NMPRC indicating that, consistent with the conclusions reached in PNM’s 2017 IRP, PNM’s customers would benefit from the retirement of PNM’s share of SJGS (subject to future NMPRC approval) after the current SGJS CSA expires in mid-2022. On January 10, 2019, the NMPRC opened a docket to determine whether the NMPRC should grant PNM’s request to accept the December 2018 Compliance Filing and take no further action pending PNM submitting a formal consolidated abandonment and replacement resources application, or whether the NMPRC should immediately establish a formal procedural schedule regarding the abandonment of SJGS. The NMPRC received responses from parties regarding the initial order and, on January 30, 2019, approved an order initiating a proceeding and requiring PNM to submit an application for the abandonment of PNM’s share of SJGS in 2022 by March 1, 2019. On February 7, 2019, PNM filed a motion requesting the NMPRC vacate the January 30, 2019 order and extend the deadline for PNM’s abandonment filing until the end of the second

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quarter of 2019, which was deemed denied. On February 27, 2019, PNM filed a petition with the NM Supreme Court stating that the requirements of the January 30, 2019 order exceed the NMPRC’s authority by, among other things, mandating PNMissues reserved to make a filing that is legally voluntary, and that the order is contrary to NMPRC precedent which requires abandonment applications to also include identified replacement resources and other information that will not be available to PNM by March 1, 2019. PNM’s petition also requested the NM Supreme Court stay the January 30, 2019 order until after June 14, 2019. On March 1, 2019, the NM Supreme Court granted a temporary stay of the NMPRC’s order and will consider the merits of PNM’s petition after receiving responses, which are due by March 19, 2019.

PNM’s 2017 IRP also indicates PNM’s customers would benefit from PNM’s exit from participation from Four Corners in 2031. The December 2018 Compliance Filing and the 2017 IRP are not final determinations of PNM’s future generation portfolio.  Retiring PNM’s share of SJGS capacity and exiting Four Corners would require NMPRC approval of abandonment filings. NMPRC approval of new generation resources through CCN, PPA, or other applicable filings, would also be required. The NMPRC has issued regulatory orders requiring depreciation (and resultant regulatory recovery) of significant portions of these resources through estimated lives of 2053 for SJGS and 2041 for Four Corners.

An adverse outcomeseparate proceeding in the NM 2015 Rate Case includingregarding the pending appealdecision to permanently disallow recovery of that order beforecertain future decommissioning costs related to PVNGS Units 1 and 2 shall be addressed in this case and PNM shall file testimony addressing the NM Supreme Court, or adverse decisionsissue. On July 28, 2021, the hearing examiner issued a recommended decision recommending dismissal of PNM's requests for approval to abandon and decertify the Leased Interest; dismissal of PNM's request for approval to sell and transfer the related assets; and dismissal of PNM's request to create regulatory assets for the associated remaining undepreciated investments, but does not preclude PNM seeking recovery of the costs in a general rate case in which the test year period includes the time period in which PNM incurs such costs. The hearing examiner's recommended decision further provides that PNM's request for replacement and system reliability resources and the decision to permanently disallow recovery of certain future decommissioning costs related to PVNGS Units 1 and 2 should remain within the scope of this case.

On August 25, 2021, the NMPRC regardingissued an order granting portions of the potential retirementJuly 28, 2021 recommended decision related to dismissal of PNM's request for approval to abandon and decertify the Leased Interest and dismissal of PNM's request for approval to sell and transfer the related assets. In addition, the order bifurcated the issue of approval for the two PPAs and three battery storage agreements into a separate docket so it may proceed expeditiously. On February 16, 2022, the NMPRC approved the two PPAs and three battery storage agreements. See additional discussion of PNM’s sharePVNGS Leased Interest Abandonment Application in Notes 17.

An adverse decision regarding PNM’s ability to recover certain PVNGS decommissioning costs and recovery of SJGS in a formal abandonment proceeding, and/or the prudency of PNM’s continued participation inundepreciated investments at PVNGS and Four Corners, in PNM’s next rate case could negatively impact PNM’s financial position, results of operation,operations, and cash flows. Likewise, if the NMPRC does not authorize appropriate recovery of any remaining investments in SJGS and Four Cornersundepreciated generating resources at the time those resources cease to be used to provide service to New Mexico ratepayers, including required future investments, and does not authorize recovery of the costs of obtaining power to replace those resources, PNM’s financial position, results of operation,operations, and cash flows could be negatively impacted.
The inability to operate generation resources prior to their planned retirement dates, or the NMPRC’s denial, modification or delay of PNM’s applications for replacement resources, would require PNM to obtain power from other sources in order to serve the needs of its customers. There can be no assurance the NMPRC will allow PNM to recover undepreciated investments in retired facilities through rates charged to customers, that adequate sources of replacement power would be available, that adequate transmission capabilities would be available to bring that power into PNM’s service territory, or whether the cost of obtaining those resources would be economical. Any such events would negatively impact PNM’s financial position, results of operations, and cash flows unless the NMPRC authorized the collection from customers of any un-recovered costs related to the retired facilities, as well as costs of obtaining replacement power.

It is also possible that unsatisfactory outcomes of these matters, the financial impact of climate change regulation or legislation, other environmental regulations, the result of litigation, the adequacy and timeliness of cost recovery mechanisms, and other business considerations, could jeopardize the economic viability of certain generating facilities or the ability or willingness of individual participants to continue their participation through the periods currently contemplated in the agreements governing those facilities.

PNM currently recovers the cost of fuel for its generation facilities through its FPPAC. A coal supply contract for SJGS, which expireswas set to expire on June 30, 2022, became effectivebut was extended, subject to FERC acceptance of the amended SJGS participation agreement, through September 30, 2022 with an amendment to the coal supply agreement on January 31, 2016 and provides for lower coal pricing than under the prior contract.February 17, 2022. In December 2013, a new fifteen-year coal supply contract for Four Corners beginning in July 2016 was executed. The average coal price per MMBTUIn connection with its exit from Four Corners discussed, and subject to ultimate approval of its Four Corners Abandonment Application with a successful appeal of its initial denial discussed in Note 17, PNM will be relieved of its obligations under the new contract for Four Corners was approximately 51% higher in the twelve months ended June 30, 2017 compared to the twelve months ended June 30, 2016 and 6.9% higher in the twelve months ended June 30, 2018 compared to the twelve months ended June 30, 2017.coal supply agreement after December 31, 2024. The contracts provide for pricing adjustments over their terms based on economic indices. Although PNM believes substantially all costs under coal supply arrangements would continue to be recovered through the FPPAC, there can be no assurance that full recovery will continue to be allowed.


PNM’s regulatory approvals from the NMPRC, which are necessary for PNM to comply with the regional haze requirements of the CAA pertaining to SJGS, have been appealed to the NM Supreme Court. Furthermore, the NMPRC approval required PNM to make a filing in 2018 to determine the extent to which SJGS should continue to serve PNM’s retail customers after June 30, 2022, on which date the SJPPA and the current coal supply agreement will expire. PNMR has counterparty credit risk in connection with financial support that was provided to facilitate the coal supply arrangement for SJGS. Adverse developments from these factors could have a negative impact on the business, financial condition, results of operations, and cash flows of PNM and PNMR.


SJGS, which currently comprises 26.7% of PNM’s owned and leased generation capacity and is its largest generation resource, is subject to the CAA. As discussed in Note 16, in December 2015, the NMPRC approved a plan enabling SJGS to comply with the CAA (the “BART Approval”). The plan required the shutdown of SJGS Units 2 and 3 by December 31, 2017 and the shutdown was completed by that date. NEE, an intervenor in the NMPRC proceeding regarding the approval of the plan, appealed the BART Approval to the NM Supreme Court, which was denied in March 2018. NEE has also filed a complaint with the NMPRC against PNM regarding the financing provided by NM Capital, a subsidiary of PNMR, to facilitate the sale of SJCC, which is discussed below and described under Coal Supply in Note 16. The complaint alleges that PNM failed to comply with its discovery obligation in the SJGS abandonment case and requests the NMPRC to investigate whether the financing transactions could adversely affect PNM’s ability to provide electric service to its retail customers. The NMPRC has taken no action on this matter.

The BART Approval required PNM to make a filing with the NMPRC no later than December 31, 2018, and before entering into an agreement for post-2022 coal supply for SJGS, setting forth its position to determine the extent to which SJGS should continue serving PNM’s retail customers’ needs after mid-2022. The existing SJPPA among the SJGS participants, which governs the operations of SJGS, expires on July 1, 2022 and the SJGS CSA for coal supply at SJGS described in Note 16 expires on June 30, 2022. As described above and in Note 16, PNM submitted its December 2018 Compliance Filing to the NMPRC indicating that, consistent with the conclusions reached in PNM’s 2017 IRP, PNM’s customers would benefit from the retirement of PNM’s share of SJGS (subject to future NMPRC approval) after the current SGJS CSA and SJPPA expire in mid-2022. PNM’s 2017 IRP

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also indicates that PNM’s exit from ownership in Four Corners after the current coal supply agreement expires in 2031 would provide long-term cost savings for PNM’s customers.

The restructuring of SJGS ownership and obtaining the new coal supply for SJGS were integral components of the process to achieve compliance with the CAA at SJGS. The effectiveness of the new SJGS CSA was dependent on the closing of the purchase of the existing coal mine operation by WSJ. In support of the closing of the mine purchase, NM Capital provided a loan of $125.0 million to WSJ, which was organized to be a bankruptcy-remote entity. In addition, PNMR has an arrangement with a bank under which the bank has issued $30.3 million of letters of credit in favor of sureties in order for the sureties to post reclamation bonds that are required under the mine’sminer’s operating permit.

In May 2018, Westmoreland, the parent The Company’s financial position, results of WSJ, obtained a new credit agreement with certain of its creditors that provided additional financing, a portion of which was used to repay all amounts owned under $125.0 million loan to WSJ from NM Capital. In October 2018, Westmoreland filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code. In its October 9, 2018 Current Report on Form 8-K filing with the SEC, Westmoreland indicated it had agreed to terms with its secured creditors that would allow it to fund normal course operations, and cash flows could be negatively impacted if the current mine operator were to continuedefault on its obligations to serve its customers during the course of the bankruptcy case (Note 10). On February 28, 2019, the bankruptcy court approved Westmoreland’s plan providing for the sale of Westmoreland’s core assets, which includesreclaim the San Juan mine and PNMR is required to perform under the assignment and assumption of related agreements.  It is anticipated that the sale process will be completed by April 2019. If the sale process is successful and the PNMR and PNM agreements are assumed by and assigned to the purchaser, PNMR may be asked to amend the lettersletter of credit supporting the reclamation bonds to take into account the transfersupport agreement.
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Table of the SJCC assets to the purchaser or to cause replacement letters of credit. If the sale process is not successful or the PNMR and PNM agreements are not assumed by and assigned to the purchaser, the coal supply for SJGS and letters of credit supporting the reclamation obligations at the San Juan mine could be negatively impacted. PNM is unable to predict the outcome of this matter. See Note 7 and Note 16.Contents


The inability to operate SJGS or Four Corners or their early retirement would require approval of the NMPRC and would require PNM to obtain power from other sources in order to serve the needs of its customers. There can be no assurance that the NMPRC would approve early retirement or that recovery of any undepreciated investments through rates charged to customers would be authorized. In addition, there can be no assurance that adequate sources of replacement power would be available, that adequate transmission capabilities would be available to bring that power into PNM’s service territory, or whether the cost of obtaining those resources would be economic. Any such events would negatively impact PNM’s financial position, results of operation, and cash flows unless the NMPRC authorized the collection from customers of any un-recovered costs related to SJGS and Four Corners, as well as costs of obtaining replacement power.

It is also possible that unsatisfactory outcomes of these matters, the financial impact of climate change regulation or legislation, other environmental regulations, the result of litigation, the adequacy and timeliness of cost recovery mechanisms, and other business considerations, could jeopardize the economic viability of SJGS and/or Four Corners or the ability of individual participants to continue their participation through the periods currently contemplated in the agreements governing those facilities.


PNMR’s utilities are subject to numerous comprehensive federal, state, tribal, and local environmental laws and regulations, including those related to climate change, which may impose significant compliance costs and may significantly limit or affect their operations and financial results.


Environmental policies and regulations remain significant concerns for PNMR. Compliance with federal, state, tribal, and local environmental laws and regulations, including those addressing climate change, air quality, CCRs, discharges of wastewater originating from fly ash and bottom ash handling facilities, cooling water, effluent, and other matters, may result in increased capital, operating, and other costs, particularly with regard to enforcement efforts focused on power plant emission control obligations. These costs could include remediation, containment, civil liability, and monitoring expenses. The Company cannot predict how it would be affected if existing environmental laws and regulations were to be repealed, revised, or reinterpreted, or if new environmental statutes and ruleslaws or regulations were to be adopted. See Note 16 and the Climate Change Issues subsection of the Other Issues Facing the Company section of MD&A.


Under the Obama Administration, EPA’s Clean Power Plan, required states to developthe U.S. participation in the Paris Agreement, and implement plans to ensure compliance with emissionsfederal GHG reduction measures setting emission guidelines that would limit GHG from existing power plants. Individual states would develop and implement plans to ensure compliance with the proposed standards. Currently, the Clean Power Plan is stayed and under review. The Trump Administration has proposedhave recently been subject to repeal the Clean Power Plan and has published the Affordable Clean Energy rule, which requires states to set performance standards consistent with the EPA’s determinationremoval and remain in a state of “best system of emission reduction” technology. In addition, on June 1, 2017, President Trump announced that the United States would withdraw from the Paris Agreement.uncertainty. Therefore, PNMR is dealing with an uncertain regulatory and policy environment. WhileUnder the Biden Administration, EPA and other federal agencies may be seekingwill seek to reduceexpand climate change regulations someand work to aggressively reduce GHG emissions. Many state agencies, environmental advocacy groups, and other

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organizations have been focusing considerablewill continue to focus on decarbonization with enhanced attention on GHG from powerfossil-fueled generation facilities. See discussion above and Note 17, regarding PNM’s abandonment applications and the ETA. PNM currently depends on fossil-fueled generation for a significant portion of its electricity. As discussed under Climate Change Issues, this type of generation could be subject to future EPA or state regulations requiring GHG reductions. This includes new, existing,The anticipated expansion of federal and modified or reconstructed EGUs which are also being considered in a proposed rule by EPA to revise the GHG NSPS rule. The uncertainty regarding climate change regulation presents challenges and represents a possible shift of greater authority to the states to make decisions and issue and enforce regulations. Federal and/or state regulations could result in additional operating restrictions on facilities and increased generation and compliance costs.


CCRs from the operation of SJGS are currently being used in the reclamation of a surface coal mine. These CCRs consist of fly ash, bottom ash, and gypsum. Any new regulation that would affect the reclamation process, including any future decision regarding classification of CCRs as hazardous waste, or non-hazardous waste, could significantly increase the costs of the disposal of CCRs and the costs of mine reclamation. In addition, PNM would incur additional costs to the extent the rule requires the closure or modification of CCR units at Four Corners or the construction of new CCR units beyond those already anticipated or requires corrective action to address releases from CCR disposal units at the site. See Note 16.


A regulatory body may identify a site requiring environmental cleanup, including cleanup related to catastrophic events such as hurricanes or wildfires, and designate PNM or TNMP as a responsible party. There is also uncertainty in quantifying exposure under environmental laws that impose joint and several liability on all potentially responsible parties. Failure to comply with environmental laws and regulations, even if such non-compliance is caused by factors beyond PNM’s or TNMP’s control, may result in the assessment of civil or criminal penalties and fines.


BART determinations have been made for both SJGS and Four Corners under the program to address regional haze in the “four corners” area, whicharea. Those determinations require facilities to reduce the levels of severalvisibility-impairing emissions, including NOx, at both plants.NOx. Significant capital expenditures have been made at SJGS and at Four Corners for the installation of control technology, resulting in operating costscost increases. The final guidance document for how states are to address the second implementation period (“2nd Planning Period”) of the Regional Haze rule was issued on August 20, 2019. In accordance with that guidance and EPA’s revised regional haze rule, states must submit Regional Haze SIPs by July 2021. NMED is currently preparing its next regional haze SIP and has notified PNM that it will not be required to submit a regional haze four-factor analysis for SJGS since PNM will retire its share of SJGS in 2022. The agency may ask for some documentation of PNM’s plans as the state moves closer to filing their SIP and setting the schedule for hearings on regional haze.

If PNM fails to timely obtain, maintain or comply with any required environmental regulatory approval, operations at affected facilities could be suspended or could subject PNM to additional expenses and potential penalties. Failure to comply with applicable environmental laws and regulations also could result in civil liability arising out of government enforcement actions or private claims. In addition, PNMR and its operating subsidiaries may underestimate the costs of environmental compliance, liabilities, and litigation due to the uncertainty inherent in these matters. Although there is uncertainty about the timing and form of the implementation of EPA’s regulations regarding climate change, CCRs, and other power plant emissions, including changes to the ambient air quality standards, and other environmental issues, the promulgation and implementation of such regulations could have a material impact on operations. The Company is unable to estimate these costs due to the many uncertainties associated with, among other things, the nature and extent of future regulations and changes in existing regulations, including the changes in regulatory policy under the TrumpBiden Administration. Timely regulatory recovery of costs associated with any environmental-related regulations would be needed to maintain a strong financial and operational profile. The above factors could adversely affect the Company’s business, financial position, results of operations, and liquidity.



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PNMR, PNM, and TNMP are subject to complex government regulation unrelated to the environment, which may have a negative impact on their businesses, financial position and results of operations.
To operate their businesses, PNMR, PNM, and TNMP are required to have numerous permits and approvals from a variety of regulatory agencies. Regulatory bodies with jurisdiction over the utilities include the NMPRC, NMED, PUCT, TCEQ, ERCOT, FERC, NRC, EPA, and NERC. Oversight by these agencies covers many aspects of the Company’s utility operations including, but not limited to: location, construction, and operation of facilities; the purchase of power under long-term contracts; conditions of service; the issuance of securities; and rates charged to customers. FERC has issued a number of rules pertaining to preventing undue discrimination in transmission services and electric reliability standards. The significant level of regulation imposes restrictions on the operations of the Company and causes the incurrence of substantial compliance costs. PNMR and its subsidiaries are unable to predict the impact on their business and operating results from future actions of any agency regulating the Company. Changes in existing regulations or the adoption of new ones could result in additional expenses and/or changes in business operations. Failure to comply with any applicable rules, regulations or decisions may lead to customer refunds, fines, penalties, and other payments, which could materially and adversely affect the results of operations and financial condition of PNMR and its subsidiaries. 

Operational FactorsRisks
Customer electricity usage could be reduced by increases in prices charged and other factors.  This could result in underutilization of PNM’s generating capacity, as well as underutilization of the capacities of PNM’s and TNMP’s transmission and distribution systems.  Should this occur, operating and capital costs might not be fully recovered, and financial performance could be negatively impacted.


A number of factors influence customers’ electricity usage.  These factors include but are not limited to:

Ratesto rates charged by PNM and TNMP,
Rates rates charged by REPs utilizing TNMP’s facilities to deliver power,
Energy energy efficiency initiatives,

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Availability unusual weather patterns, availability and cost of alternative sources of power,
National, and national, regional, or local economic conditionsconditions.


These factors and others may prompt customers to institute additional energy efficiency measures or take other actions that would result in lower powerenergy consumption. If customers bypass or underutilize PNM’s and TNMP’s facilities through self-generation, renewable, or other energy resources, technological change, or other measures, revenues would be negatively impacted.


PNM’s and TNMP’s service territories include several military bases and federally funded national laboratories, as well as large industrial customers that have significant direct and indirect impacts on the local economies where they operate.  The Company does not directly provide service to any of the military bases or national laboratories but does provide service to large industrial customers. The Company’s business could be hurt from the impacts on the local economies associated with these customer groups as well as directly from the large industrial customers for a number of reasons including:

Federally-mandatedincluding federally-mandated base closures, or significant curtailment of the activities at the bases or national laboratories,
Closure and closure of industrial facilities or significant curtailment of their activitiesactivities.
 
Another factor that could negatively impact the Company is that proposals are periodically advanced in various localities to municipalize, or otherwise take over PNM’s facilities, which PNM believes would require state legislative or other legal action to implement, or to establish new municipal utilities in areas currently served by PNM.  If any such initiative is successful, the result could be a material reduction in the usage of the facilities, a reduction in rate base, and reduced earnings.


Should any of the above factors result in facilities being underutilized, the Company’s financial position, operational results of operations, and cash flows could be significantly impacted.


Advances in technology could make electric generating facilities less competitive.


Research and development activities are ongoing for new technologies that produce power or reduce power consumption. These technologies include renewable energy, customer-oriented generation, energy storage, and energy efficiency. PNM generates power at central station power plants to achieve economies of scale and produce power at a cost that is competitive with rates established through the regulatory process. There are distributed generation technologies that produce power, including fuel cells, microturbines, wind turbines, and solar cells, which have become increasingly cost competitive. It is possible thatThese advances in technology will continue to reducehave reduced the costs of these alternative methods of producing power to a level that is competitive with that of central station power production. AdvancesIn addition, advances made in the capabilities forof energy storage could also have impacts onfurther decreased power production by PNM as it would be increasingly simple to reduceand peak usage by dispatchingthrough the dispatch of more battery systems. This could resultThese technological advances have resulted in demand reduction that could negatively impact revenue and/or result in underutilized assets that hadhave been built to serve peak usage. In addition, certain federal, state, or local requirements that regulated utilities such as PNM are required to follow could result in third parties being able to provide electricity from similar generation technologies to consumers at prices lower than PNM is able to offer. IfAs these technologies become more cost competitive or can be used by third-parties to supply power at lower prices than PNM is able to offer, PNM’s energy sales and/or regulated returns could be eroded, and the value of its generating facilities could be reduced. Advances in technology could also change the channels
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through which electric customers purchase or use power, which could reduce the Company’s sales and revenues or increase expenses. These advances can also create more uncertainty in load shapes and forecasts, which could have implications for generation and system planning.


Costs of decommissioning, remediation, and restoration of nuclear and fossil-fueled power plants, as well as reclamation of related coal mines, could exceed the estimates of PNMR and PNM as well as the amounts PNM recovers from its ratepayers, which could negatively impact results of operations and liquidity.


PNM has interests in a nuclear power plant, two coal-fired power plants, and several natural gas-fired power plants. PNMplants and is obligated to pay for the costs of decommissioning its share of the power plants.costs to decommission these facilities. PNM is also obligated to pay for its share of the costs of reclamation of the mines that supply coal to the coal-fired power plants. Likewise, other owners or participants are responsible for their shares of the decommissioning and reclamation obligations and it is important to PNM that those parties fulfill their obligations. Rates charged by PNM to its customers, as approved by the NMPRC, include a provision for recovery of certain costs of decommissioning, remediation, reclamation, and restoration. The NMPRC has established a cap on the amount of costs for the final reclamation of the surface coal mines that may be recovered from customers. PNM records estimated liabilities for its share of the legal obligations for decommissioning and reclamation in accordance with GAAP.reclamation. These estimates include many assumptions about future events and are inherently imprecise. As discussed above, on December 31, 2018, PNM submitted its December 2018 Compliance Filing to the NMPRC indicating that, consistent with the conclusions reached in PNM’s 2017 IRP, PNM’s customers would benefit from the retirement of PNM’s share of SJGS (subject to future NMPRC approval) after the current coal supply agreement expires in mid-2022. In addition, PNM’s 2017 IRP also indicates that exiting PNM’s ownership interest

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in Four Corners in 2031 would provide long-term cost savings for customers. See additional discussion of PNM’s December 2018 Compliance Filing and its 2017 IRP in Notes 16 and 17. In the event the costs to decommission thosethe facilities or to reclaim the mines serving the plants exceed current estimates, or if amounts are not approved for recovery by the NMPRC, results of operations could be negatively impacted. In addition, the NMPRC’s order in the NM 2015 Rate Case (Note 17) disallows recovery of future contributions for the decommissioning of certain portions of PVNGS. PNM has appealed the NMPRC decision in the NM 2015 Rate Case, oral argument has been held, and the appeal is pending before the NM Supreme Court. An adverse outcome of the appeal could negatively impact PNM’s future results of operations, cash flows, and liquidity.


The costs of decommissioning any nuclear power plant are substantial. PNM is responsible for all decommissioning obligations related to its entire interest in PVNGS, including portions under lease both during and after termination of the leases. PNM maintains trust funds designed to provide adequate financial resources for decommissioning PVNGS and for reclamation of the coal mines serving SJGS and Four Corners at the end of their expected lives. However, if the PVNGS units are decommissioned before their planned date or the coal mines are shut down sooner than expected, these funds may prove to be insufficient.


The financial performance of PNMR, PNM, and TNMP may be adversely affected if power plants and transmission and distribution systems do not operate reliably and efficiently.
The Company’s financial performance depends on the successful operation of PNM’s generation assets, as well as the transmission and distribution systems of PNM and TNMP. As indicated above,PNM’s recent abandonment applications for SJGS Units 2 and 3 were shut down in December 2017. Also, PNM’s December 2018 Compliance Filing indicates that PNM’s customers would benefit from retiring PNM’s share of SJGS (subject to future NMPRC approval) after the coal supply agreement for that facility expires in mid-2022. PNM’s 2017 IRP also indicates that PNM exiting its ownership interest in Four Corners in 2031 would provide long-term cost savings for customers. These actions will increase PNM’s dependency on other generation resources, particularlyincluding renewable resources, gas-fired facilities, and PVNGS, and will reduce PNM’s flexibility in managing those resources. Unscheduled or longer than expected maintenance outages, breakdown or failure of equipment or processes due to aging infrastructure, temporary or permanent shutdowns to achieve environmental compliance, other performance problems with the electric generation assets, severe weather conditions, accidents and other catastrophic events, acts of war or terrorism, cybersecurity attacks, wildfires, disruptions in the supply, quality, and delivery of fuel and water supplies, and other factors could result in PNM’s load requirements being larger than available system generation capacity. Assured supplies of water are important for PNM’s generating plants. Water in the southwestern United States is limited and there are conflicting claims regarding water rights. In addition, the “four corners” region where SJGS and Four Corners are located is prone to drought conditions, which could potentially affect the plants’ water supplies. Unplanned outages of generating units and extensions of scheduled outages occur from time to time and are an inherent risk of the Company’s business. If these were to occur, PNM would be required to purchase electricity in either the wholesale market or spot market at the then-current market price. There can be no assurance that sufficient electricity would be available at reasonable prices, or available at all. The failure of transmission or distribution facilities may also affect PNM’s and TNMP’s ability to deliver power. These potential generation, distribution, and transmission problems, and any service interruptions related to them, could result in lost revenues and additional costs.


PNMR, PNM, and TNMP are subject to information security breaches and risks of unauthorized access to their information and operational technology systems as well as physical threats to assets.
The Company faces the risk of physical and cybersecurity attacks, both threatened and actual, against generation facilities, transmission and distribution infrastructure, used to transport power, information technology systems, and network infrastructure, which could negatively impact the ability of the Company to generate, transport, and deliver power, or otherwise operate facilities in the most efficient manner or at all.


The utility industry in which the Company operates is a highly regulated industry that requires the continued operation of sophisticated information technology systems and network infrastructure, some of which are deemed to be critical infrastructure under NERC guidelines. Certain of the Company’s systems are interconnected with external networks. In the regular course of business, the utilities handle a range of sensitive security and customer information. PNM and TNMP are subject to the rules of various agencies and the laws of various states, concerning safeguarding and maintaining the confidentiality of this information. DespiteCyber-attacks regularly occur, and generally are unsuccessful. Those few events that are successful do not generally result in significant or consequential business impacts. However, despite steps the Company may take to detect, mitigate and/or eliminate threats and respond to security incidents, the techniques used by those who wish to obtain unauthorized access, and possibly disable or sabotage systems and/or abscond with confidential information and data, change frequently and the Company may not be able to protect against all such actions.


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In the event that a capable party attempts to disrupt the generation, transmission, or distribution systems in the United States,adversary attacks the Company’s computer and operating systems, despite the best efforts of the Company, the generation, transmission, or distribution of electrical services could be degraded or disrupted, customer information, business records, or other sensitive data could be lost, destroyed, or released outside of the Company’s control. Further, the Company’s use of technologies manufactured by third parties may be subject to physical or cybersecurity attack.espionage activities, and cyber-attack of the third party resulting in losses outside of the control of the company. Although the Company has implemented security measures to identify, prevent, detect, respond to, and recover from cyber and physical security events and supply chain disruptions, critical infrastructure, including information and operational technology systems, are vulnerable to disability, failures, or unauthorized

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access, which could occur as a result of malicious compromise, employee error, and/or employee misconduct.misconduct or supply compromise.  A successful physical or cybersecurity attack or other similar failure of the systems could impact the reliability of PNM’s generation and PNM’s and TNMP’s transmission and distribution systems, including the possible unauthorized shutdown of facilities. Such an event could lead to disruptions of business operations, including the Company’s ability to generate, transport, and deliver power to serve customers, to bill customers, and to process other financial information. A breach of the Company’s information systems could also lead to the loss and destruction of confidential and proprietary data, personally identifiable information, trade secrets, intellectual property and supplier data, and could disrupt business operations which could harm the Company’s reputation and financial results, as well as potential increased regulatory oversight, litigation, fines, and other remedial action. The costs incurred to investigate and remediate a physical or cybersecurity attack could be significant. A significant physical or cybersecurity attack on the Company’s critical infrastructure could have a materialan adverse impact on the operations, reputation and financial condition of PNMR, PNM, and TNMP.
There are inherent risks in the ownership and operation of nuclear facilities.
PNM has a 10.2% undivided interest in PVNGS, including interests in Units 1 and 2 held under leases. PVNGS represents 19.1%12.9% of PNM’s total owned and leased generating capacity.capacity as of December 31, 2021. PVNGS is subject to environmental, health, and financial risks including but not limited to:
Theto the ability to obtain adequate supplies of nuclear fuel and water,
The the ability to dispose of spent nuclear fuel,
Decommissioning decommissioning of the plant (see above)
Securing, securing the facilities against possible terrorist attacks,
Unscheduled and unscheduled outages due to equipment failuresfailures.
 
The NRC has broad authority under federal law to impose licensing and safety-related requirements for the operation of nuclear generation facilities. Events at nuclear facilities of other operators or which impact the industry generally may lead the NRC to impose additional requirements and regulations on all nuclear generation facilities, including PVNGS. A major incident at a nuclear facility anywhere in the world could cause the NRC to limit or prohibit the operation or licensing of any domestic nuclear unit and to promulgate new regulations that could require significant capital expenditures and/or increase operating costs.
In the event of noncompliance with its requirements, the NRC has the authority to impose a progressively increasing inspection regime that could ultimately result in the shutdown of a unit, civil penalties, or both, depending upon the NRC’s assessment of the severity of the situation, until compliance is achieved. Increased costs resulting from penalties, a heightened level of scrutiny, and/or implementation of plans to achieve compliance with NRC requirements could adversely affect the financial condition, results of operations, and cash flows of PNMR and PNM. Although PNM has no reason to anticipate a serious nuclear incident at PVNGS, if an incident did occur, it could materially and adversely affect PNM’s results of operations and financial condition. 
PNM has external insurance coverage to minimize its financial exposure to some risks. However, it is possible that liabilities associated with nuclear operations could exceed the amount of insurance coverage. See Note 16.

DemandPeak demand for power could exceed forecasted supply capacity, resulting in increased costs for purchasing capacity in the open market or building additional generation facilities and/or battery storage facilities.


PNM is obligated to supply power to retail customerscustomers. As PNM continues to complete the significant transition in generation resources necessary to achieve 100% carbon emission-free generation by 2040, there are certain potential deliverability and certain wholesale customers. cost risks associated with this transition. These risks are in three main areas, including 1) risk of completion of replacement resources prior to planned generation unit retirements, 2) increasing levels of renewable generation presenting risks of uncertainty and variability that will be further compounded as neighboring systems transition towards increasing levels of renewable resources, and 3) risks for mitigating possible resource volatility through a shrinking energy market.

At peak times, power demand could exceed PNM’s forecasted available generation capacity, particularly if PNM’s power plants are not performing as anticipated. SJGS Units 2anticipated and 3 were shut downadditional resources are not approved as PNM transitions its system to carbon emission-free generation and battery storage. Availability of this technology may create additional strain on the system by adding these additional resources without adequate storage. Additionally, further advances in December 2017 and PNM has provided noticethe technology of renewable resources may need to the NMPRCoccur in order to ensure that PNM’s customers would benefit from the retirement of PNM’s remaining share of SJGS in mid-2022 (subject to future NMPRC approval). In addition, PNM’s 2017 IRP indicates that it would also save customers money for PNM to exit ownership in Four Corners in 2031. SJGS and Four Corners comprise a significant portion of PNM’s base load generation capacity and their retirement would increase reliance on other existing or new generating and/or battery storage resources. Market forces, competitivethese resources meet carbon emission-free standards. Competitive market forces or adverse regulatory actions may require PNM to purchase capacity onand energy from the open market or build additional resources to meet customers’ energy needs. Regulators or market conditions may not permit PNM to pass all of these purchases or construction costs on to customers.needs in an expedited manner. If that occurs, PNM may not be ablesee opposition to fully recoverrecovery of these additional costs or there may beand could experience a lag between when costs are incurred and when regulators permit recovery in customers’ rates. These situations could have negative impacts on results of operations and cash flows.


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Throughout 2021 and continuing into 2022, PNM provided notices of delays and status updates to the NMPRC for the approved SJGS replacement resource projects. All four project developers have notified PNM that completion of the projects will be delayed and no longer available for most, if any of the 2022 summer peak load period. PNM's existing resources, including available reserves, may be insufficient for 2022 summer peak load reliability considering these delays. PNM has entered into agreements to purchase power from third parties to minimize potential impacts to customers during the 2022 summer peak load period. PNM likely faces the same concerns in the summer of 2023 as a result of delays in the NMPRC approval of replacement resources for the PVNGS leased capacity that expire in January 2023. Prolonged regulatory approval of replacement resources for PVNGS leased capacity, continued delays in replacement resources for SJGS, availability of resources and increased costs for purchasing capacity may negatively impact the results of operations and cash flows. See Note 17.

On May 26, 2021, the NMPRC opened a docket initiating a rulemaking in order to streamline IRP proceedings and allow NMPRC oversight of utility resource procurement practices. On June 7, 2021 the NMPRC issued an Order providing a proposed rule governing IRP and Procurement practices. The proposed rule establishes the NMPRC approval process for the IRP and requirements for the utility to proceed with a Request for Proposal (RFP) for any required resources, which would also be subject to NMPRC and stakeholder oversight and NMPRC approval. The process would require the utility to make available to any stakeholder its modeling and data in order to allow independent alternative analysis of resources, and also provides for the NMPRC to assign an Independent Evaluator at its discretion. PNM and other parties provided comments indicating that the NMPRC lacks authority to impose many of the proposed requirement for both IRP and utility resource procurement practices. The proposed oversight of the procurement process is likely to prevent a utility’s timely acquisition of necessary resources and may inhibit competitive procurement.

Difficulties in obtaining permits and rights-of-way could negatively impact PNM’s results of operations.

PNM’s ability to execute planned operational activities and projects may be inhibited by difficulties in obtaining permits and rights-of-way and other delays. Many of PNM’s transmission and distribution lines cross federal, state, and tribal lands. The Company can experience significant delays in obtaining approvals for new infrastructure, as well as renewals of existing rights-of-way and access for critical maintenance, including vegetation management on these lands. The environmental regulations governing siting and permitting on federal, state, and tribal lands are complex, involve multiple agencies, and include a public process. Any of these risk factors could result in higher costs, delays, or the inability to complete planned projects.

General Economic and Weather FactorsRisks
The outbreak of COVID-19 and its impact on business and economic conditions could negatively affect the Company's business, results of operations, financial condition, cash flows, and the trading value of PNMR's common stock and the Company's debt securities.

The scale and scope of the ongoing COVID-19 outbreak, the resulting global pandemic, and the impact on the economy and financial markets could adversely affect the Company’s business, results of operations, financial condition, cash flows, and access to the capital markets. The Company provides critical electric services and has implemented business continuity and emergency response plans to continue to provide these services to its customers and to support the Company’s operations. The Company is also working to ensure the health and safety of its employees is not compromised. These measures include precautions with regard to employee and facility hygiene, travel limitations, allowing certain employees to continue to work remotely whenever possible, and protocols for required work within customer premises to protect our employees, customers and the public. We are also working with our suppliers to understand and mitigate the potential impacts to our supply chain and have taken steps to ensure the integrity of our information systems.

However, there is no assurance that the continued spread of COVID-19 and efforts to contain the virus will not adversely impact our business, results of operations, financial condition, cash flows, ability to access the capital markets, and the trading value of the Company's common stock and debt securities. The continued spread of COVID-19 and related efforts to contain the virus could adversely impact the Company by:

reducing usage and/or demand for electricity by our customers in New Mexico and Texas;
reducing the availability and productivity of our employees;
increasing costs as a result of our emergency measures, including costs to ensure the safety of our employees, security of our information systems and delayed payments from our customers and uncollectable accounts;
causing delays and disruptions in the availability of and timely delivery of materials and components used in our operations;
causing delays and disruptions in the supply chain resulting in disruptions in the commercial operation dates of certain projects;
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causing a deterioration in the credit quality of our counterparties, including power purchase agreement providers, contractors or retail customers, that could result in credit losses;
causing impairments of goodwill or long-lived assets and adversely impacting the Company’s ability to develop, construct and operate facilities;
impacting the Company’s ability to meet the requirements of the covenants in our existing credit facilities, including covenants regarding debt to capitalization;
causing a deterioration in our financial metrics or the business environment that impacts our credit ratings;
decreasing the value of our investment securities held in trusts for pension and other postretirement benefits, and for nuclear decommissioning and coal mine reclamation, which could lead to increased funding requirements;
impacting our liquidity position and cost of and ability to access funds from financial institutions and capital markets;
receiving unfavorable regulatory treatment in recovery of bad debt expense incurred during the Governor of New Mexico’s emergency executive order; and
causing other unpredictable events.

General economic conditions of the nation and/or specific areas can affect the Company’s customers and suppliers. Economic recession or downturn may result in decreased consumption by customers and increased bad debt expense, and could also negatively impact suppliers, all of which could negatively impactaffect the Company.

Economic activity in the service territories of PNMR subsidiaries is a key factor in their performance. Decreased economic activity can lead to declines in energy consumption, which could adversely affect future revenues, earnings, and growth.  Higher unemployment rates, both in the Company’s service territories and nationwide, could result in commercial customers ceasing operations and lower levels of income for residential customers. These customers might then be unable to pay their bills on time, which could increase bad debt expense and negatively impact results of operations and cash flows. Economic conditions also impact the supply and/or cost of commodities and materials needed to construct or acquire utility assets or make necessary repairs.
The operating results of PNMR and its operating subsidiaries fluctuate on aare seasonal and quarterly basis, as well as beingare affected by weather conditions, including regional drought.
Electric generation, transmission, and distribution are generally seasonal businesses that vary with the demand for power. With power consumption typically peaking during the hot summer months, revenues traditionally peak during that period. As a result, quarterly operating results of PNMR and its operating subsidiaries vary throughout the year. In addition, PNMR and its operating subsidiaries have historically had lower revenues resulting in lower earnings when weather conditions are milder. Unusually mild weather in the future could reduce the revenues, net earnings, and cash flows of the Company.
Drought conditions in New Mexico, especially in the “four corners” region, where SJGS and Four Corners are located, may affect the water supply for PNM’s generating plants.  If inadequate precipitation occurs in the watershed that supplies that region, PNM may have to decrease generation at these plants. This would require PNM to purchase power to serve customers and/or reduce the ability to sell excess power on the wholesale market and reduce revenues. Drought conditions or actions taken by the court system, regulators, or legislators could limit PNM’s supply of water, which would adversely impact PNM’s business. Although SJGS and Four Corners participate in voluntary shortage sharing agreements with tribes and other water users in the “four corners” region, PNM cannot be certain these contracts will be enforceable in the event of a major drought or that it will be able to renew these contracts in the future.
TNMP’s service areas are exposed to extreme weather, including high winds, drought, flooding, ice storms, and periodic hurricanes. Extreme weather conditions, particularly high winds and severe thunderstorms, also occur periodically in PNM’s service areas. These severe weather events can physically damage facilities owned by TNMP and PNM. Any such occurrence both disrupts the ability to deliver energy and increases costs. Extreme weather can also reduce customers’ usage and demand for energy or could result in the Company incurring obligations to third parties related to such events. These factors could negatively impact results of operations and cash flows.
As discussed in Note 16, in February 2021, Texas experienced a severe winter storm delivering the coldest temperatures in 100 years for many parts of the state. ERCOT declared its highest state of emergency, an Emergency Energy Alert Level 3 (EEA3), due to exceptionally high electric demand exceeding supply amid the arctic temperatures. Ultimately, the ERCOT market was not able to deliver sufficient generation load to the grid resulting in significant, statewide outages as ERCOT directed transmission operators to curtail thousands of firm load megawatts. In response to the severe winter weather, the Governor of Texas issued a Declaration of a State of Disaster for all counties in Texas. Additionally, to assist in the recovery from the emergency conditions, the PUCT issued an order that placed a temporary moratorium on customer disconnections due to non-payment for transmission and distribution utilities that ended in June 2021. Consequently, the duration of the severe winter storm and high energy costs posed a financial hardship to REPs in the ERCOT region. The Texas Attorney General issued civil investigation demands to ERCOT and 11 power companies in Texas related to power outages, emergency plans, energy pricing and other factors associated with the severe weather storm. While TNMP has regulatory authorization to defer bad debt expense from REPs to a regulatory asset and seek recovery in a future general rate case, it intends to fully cooperate with all regulatory directives and inquiries made by the PUCT, the Texas Attorney General, and any other regulatory agencies. Various market participants, including TNMP, have been named as defendants in lawsuits relating to the February 2021 winter
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weather power outages. As a transmission and distribution utility operating during that weather event, TNMP could be named in additional suits.
The impact of wildfires could negatively affect PNM’s and TNMP’s results of operations.

PNM and TNMP have large networks of electric transmission and distribution facilities. Weather conditions in the U.S. Southwest region and Texas vary and could contribute to wildfires in or near PNM’s and TNMP’s service territories. PNM and TNMP take proactive steps to mitigate wildfire risk. However, wildfire risk is always present and PNM and TNMP could be held liable for damages incurred as a result of wildfires caused, or allegedly caused, by their transmission and distribution systems. In addition, wildfires could cause damage to PNM’s and TNMP’s assets that could result in loss of service to customers or make it difficult to supply power in sufficient quantities to meet customer needs. These events could have negative impacts on the Company’s financial position, results of operations, and cash flows.
Risks Relating to the Proposed Merger with Avangrid

There is no assurance when or if the proposed Merger will be completed.

Completion of the proposed Merger is subject to the satisfaction or waiver of a number of conditions as set forth in the Merger Agreement, including regulatory approval and other customary closing conditions. There can be no assurance that the conditions to completion of the proposed Merger will be satisfied or waived or that other events will not intervene to delay or result in the failure to close the proposed Merger. In particular, as discussed in more detail below, the NMPRC issued a negative ruling on the merger in December 2021 and in January 2022 PNMR filed a notice of appeal with the New Mexico Supreme Court. At this time PNMR and Avangrid amended the Merger Agreement to extend the End Date to April 20, 2023. It is not possible at this time to predict if or when the merger will receive the required approval from the NMPRC.

In addition, each of Avangrid and PNMR may unilaterally terminate the Merger Agreement under certain circumstances, and Avangrid and PNMR may agree at any time to terminate the Merger Agreement, even though PNMR shareholders have already approved the Merger Agreement.

Avangrid and PNMR may be unable to obtain the regulatory approvals required to complete the proposed Merger.

In addition to other conditions set forth in the Merger Agreement, completion of the proposed Merger is conditioned upon the receipt of various state and U.S. federal regulatory approvals, including, but not limited to, approval by NMPRC, PUCT, FERC, NRC and the FCC. Avangrid and PNMR have made various filings and submissions and will pursue all required consents, orders and approvals in accordance with the Merger Agreement. In March 2021, PNMR and Avangrid received FCC approval of the transfer of operating licenses related to the Merger. In April 2021, FERC issued an order authorizing the Merger. In May 2021 the PUCT issued an order authorizing the Merger and the NRC approved the Merger. On December 8, 2021 the NMPRC issued an order rejecting the amended stipulation reached by the parties, see Note 17. On January 3, 2022, PNMR and Avangrid filed a notice of appeal with the NM Supreme Court, and PNM filed its Statement of Issues with the NM Supreme Court on February 2, 2022. In light of the NMPRC December 8, 2021 ruling, on January 3, 2022, PNMR, Avangrid and Merger Sub entered into an Amendment to the Merger Agreement pursuant to which PNMR and Avangrid each agreed to extend the End Date to April 20, 2023. As a result of the delay in closing the Merger due to the need to obtain NMPRC approval, PNMR and Avangrid will be required to make a new filing under the HSR Act and requested extensions of the previously granted approvals from the FCC and NRC. No additional filings will be required with CFIUS, FERC or the PUCT. These consents, orders and approvals may impose requirements, limitations or costs or place restrictions, and if such consents, orders and approvals require an extended period of time to be obtained, such extended period of time could increase the chance that an event occurs that constitutes a material adverse effect with respect to PNMR and thereby may allow Avangrid not to complete the proposed Merger. Such extended period of time also may increase the chance that other adverse effects with respect to PNMR could occur, such as the loss of key personnel. Further, no assurance can be given that the required consents, orders and approvals will be obtained or that the required conditions to closing will be satisfied.

The announcement and pendency of the proposed Merger, during which PNMR is subject to certain operating restrictions, could have an adverse effect on PNMR’s businesses, results of operations, financial condition or cash flows and our ability to access the capital markets.

The announcement and pendency of the proposed Merger could disrupt PNMR’s businesses, and uncertainty about the effect of the Merger may have an adverse effect on PNMR. These uncertainties could disrupt the business of PNMR and cause suppliers, vendors, partners and others that deal with PNMR to defer entering into contracts with PNMR or making other decisions concerning PNMR or seek to change or cancel existing business relationships with PNMR. In addition, PNMR’s employees may experience uncertainty regarding their roles after the Merger. For example, employees may depart either before the completion of the Merger because of such uncertainty and issues relating to the difficulty of coordination or a desire not to remain following the Merger; and the pendency of the Merger may adversely affect PNMR’s ability to retain, recruit and motivate key personnel. Additionally, the Merger requires PNMR to obtain Avangrid’s consent prior to taking certain specified actions while the Merger is pending. These restrictions may prevent PNMR from pursuing otherwise attractive business
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opportunities or other capital structure alternatives and making other changes to its business or executing certain of its business strategies prior to the completion of the Merger. Further, the Merger may impact our ability to access the capital markets and could give rise to potential liabilities, including as a result of future shareholder lawsuits relating to the Merger. Any of these matters could adversely affect the businesses of, or harm the results of operations, financial condition or cash flows of PNMR.

PNMR will incur substantial transaction fees and costs in connection with the proposed Merger.

PNMR has incurred and expects to incur additional material non-recurring expenses in connection with the proposed Merger and completion of the transactions contemplated by the Merger Agreement. Further, even if the proposed Merger is not completed, PNMR will need to continue to pay certain costs relating to the proposed Merger incurred prior to the date the proposed Merger was abandoned, such as legal, accounting, financial advisory, filing and printing fees.

The termination of the Merger Agreement could negatively impact PNMR.

If the Merger is not completed for any reason, the ongoing businesses of PNMR may be adversely affected and, without realizing any of the anticipated benefits of having completed the Merger, PNMR would be subject to a number of risks, including the following:

PNMR may experience negative reactions from the financial markets, including a decline of its stock price (which may reflect a market assumption that the Merger will be completed);
PNMR may experience negative reactions from its customers, regulators and employees;
PNMR may be required to pay certain costs relating to the Merger, whether or not the Merger is completed; and
Matters relating to the Merger will have required substantial commitments of time and resources by PNMR management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to PNMR as an independent company.

If the Merger Agreement is terminated and the Board seeks another merger, business combination or other transaction, PNMR shareholders cannot be certain that PNMR will be able to find a party willing to offer equivalent or more attractive consideration than the consideration PNMR shareholders would receive in the Merger.

The Merger Agreement contains provisions that prevent a potential alternative acquirer that might be willing to pay more to acquire PNMR.

The Merger Agreement contains customary “no shop” provisions which state that we will not solicit or facilitate proposals regarding a merger or similar transaction with another party while the Merger Agreement is in effect. In January 2022, the End Date in the Merger Agreement was extended to April 20, 2023. These provisions prevent a potential third-party acquirer from considering or proposing an alternative acquisition, even if it were prepared to pay consideration with a higher value than that proposed to be paid in the Merger.
Financial FactorsRisks
PNMR may be unable to meet its ongoing and future financial obligations and to pay dividends on its common stock if its subsidiaries are unable to pay dividends or distributions to PNMR.
PNMR is a holding company and has no operations of its own. PNMR’s ability to meet its financial obligations and to pay dividends on its common stock primarily depends on the net incomeearnings and cash flows of PNM and TNMP and their capacity to pay upstream dividends or distributions. Prior to providing funds to PNMR, PNM and TNMP have financial and regulatory obligations that must be satisfied, including among others, debt service and, in the case of PNM, preferred stock dividends.
The NMPRC has placed certain restrictions on the ability of PNM to pay dividends to PNMR, including that PNM cannot pay dividends that cause its debt rating to fall below investment grade. The NMPRC has also restricted PNM from paying dividends in any year, as determined on a rolling four-quarter basis, in excess of net earnings without prior NMPRC approval. PNM is permitted to pay dividends to PNMR from prior equity contributions made by PNMR. Additionally, PNMR’s financing agreements generally include a covenant to maintain a debt-to-capitalization ratio that does not exceed 70%, and PNM and TNMP’s financing arrangements generally include a covenant to maintain debt-to-capitalization ratios that do not exceed 65%. PNM also has various financial covenants that limit the transfer of assets, through dividends or other means and the Federal Power Act imposes certain restrictions on dividends paid by public utilities, including that dividends cannot be paid from paid-in capital.
Further, the ability of PNMR to declare dividends depends upon:

Theupon the extent to which cash flows will support dividends,
The the Company’s financial circumstances and performance,

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Table economic conditions in the U.S. and in the Company’s service areas, future growth plans and the related capital requirements, and other business considerations. Declaration of Contents


Decisionsdividends may also be affected by decisions of the NMPRC, FERC, and PUCT in various regulatory cases currently pending or that may be docketed in the future, including the outcome of appeals of those decisions,
Conditions conditions imposed by the NMPRC, PUCT, or Federal Power Act,
The and the effect of federal regulatory decisions and legislative actsacts.
Economic conditions in the United States and in the Company’s service areas
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Future growth plans and the related capital requirements
Other business considerations

Disruption in the credit and capital markets may impact the Company’s strategy and ability to raise capital.
As discussed in MD&A – Liquidity and Capital Resources, PNMR and its subsidiaries rely on access to both short-term and longer-term capital markets as sources of liquidity for any capital requirements not satisfied by cash flow from operations. In general, the Company relies on its short-term credit facilities as the initial source to finance construction expenditures. This results in increased borrowings under the facilities over time. The Company is currently projecting total construction expenditures for the years 2019-2023, including capital requirements related to its investment in NMRD,2022-2026 to be $2,772.1 million.$4.2 billion. If PNMR or its operating subsidiaries are not able to access capital at competitive rates, or at all, PNMR’s ability to finance capital requirements and implement its strategy will be limited. Disruptions in the credit markets, which could negatively impact the Company’s access to capital, could be caused by:
Anby an economic recession,
Declines declines in the health of the banking sector generally or the failure of specific banks who are parties to the Company’s credit facilities,
Deterioration deterioration in the overall health of the utility industry,
The the bankruptcy of an unrelated energy company,
War, war, terrorist attacks, or cybersecurity attacks, or threatened attacksattacks.
 
If the Company’s cash flow and credit and capital resources are insufficient to fund capital expenditure plans, the Company may be forced to delay important capital investments, sell assets, seek additional equity or debt capital, or restructure debt. In addition, insufficient cash flows and capital resources may result in reductions of credit ratings. This could negatively impact the Company’s ability to incur additional indebtedness on acceptable terms and would result in an increase in the interest rates applicable under the Company’s credit facilities. The Company’s cash flow and capital resources may be insufficient to pay interest and principal on debt in the future. If that should occur, the Company’s capital raising or debt restructuring measures may be unsuccessful or inadequate to meet scheduled debt service obligations. This could cause the Company to default on its obligations and further impair liquidity.
Reduction in credit ratings or changing rating agency requirements could materially and adversely affect the Company’s growth, strategy, business, financial position, results of operations, and liquidity.
PNMR, PNM, and TNMP cannot be sure that any of their current credit ratings will remain in effect for any given period of time or that a rating will not be put under review for a downgrade, lowered, or withdrawn entirely by a rating agency. On January 16, 2018, S&P changed the outlook forAs discussed in MD&A - Liquidity and Capital Resources, all of PNMR, PNM, and TNMP from stable to negative while affirming the investment gradedebt ratings of each entity. On June 29, 2018, Moody’s changed the ratings outlook for PNMR and PNM from positive to stable, maintained the stable outlook for TNMP, and affirmed the long-term credit ratings of each entity.are investments grade. Downgrades or changing requirements could result in increased borrowing costs due to higher interest rates on current borrowings or future financings, a smaller potential pool of investors, and decreased funding sources. Such conditions also could require the provision of additional support in the form of letters of credit and cash or other collateral to various counterparties.


Declines in values of marketable securities held in trust funds for pension and other postretirement benefits and in the NDT and coal mine reclamation trusts could result in sustained increases in costs and funding requirements for those obligations, which may affect operational results.


The pension plans’ targeted asset allocation is 26% equities, 54%50% liability matching fixed and 50% return generating income, and 20%which includes alternative investments.income. The Company has chosen to implementuses a strategy, known as Liability Driven Investing, (“LDI”), by increasingwhich seeks to select investments that match the liability matching investments as the funded statusliabilities of the pension plans improve. In 2018, the Company modified its LDI strategy by decreasing the liability matching fixed income investments portfolio from 65% to 54% in 2018.plans. The OPEB plans generally use the same pension fixed income and equity investment managers and utilize the same overall investment strategy as the pension plans, except there is no allocation to alternative investments and the OPEB plans have a target asset allocation of 70%30% equities and 30%70% fixed income. Due to the funded status

The NDT investment portfolio maintains a target of the NDT80% fixed income and recent overall market performance, PNM re-balanced20% equity securities. The current asset allocation exposes the NDT investment portfolio to a target of 85% fixed income (debt) securities. The re-balancing was completed in January 2018market and increases the

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exposure of the NDT investment portfolio to interest rate risk.macroeconomic factors. Declines in market values could result in increased funding of the trusts, the recognition of losses as impairments for the NDT and coal mine reclamation trusts, and additional expense for the benefit plans. In addition, a change in GAAP requiresrequired that all changes in the fair value of equity securities recorded on the Company’s balance sheet be reflected in earnings, beginning in 2018, which results in increased volatility in earnings.


Impairments of goodwill and long-lived assets of PNMR, PNM, and TNMP could adversely affect the Company’s business, financial position, liquidity, and results of operations.
The Company annually evaluates recorded goodwill for impairment. See Note 191 and the Critical Accounting Policies and Estimates section of MD&A. Long-lived assets are also assessed whenever indicators of impairment exist. Factors that affect the long-term value of these assets, including treatment by regulators in ratemaking proceedings, as well as other economic and market conditions, could result in impairments. Significant impairments could adversely affect the Company’s business, financial position, liquidity, and results of operations.


PNM’s PVNGS leases describe certain events, including “Events of Loss” and “Deemed Loss Events”, the occurrence of which could require PNM to take ownership of the underlying assets and pay the lessors for the assets.
The “Events of Loss” generally relate to casualties, accidents, and other events at PVNGS, including the occurrence of specified nuclear events, which would severely adversely affect the ability of the operating agent, APS, to operate, and the ability of PNM to earn a return on its interests in PVNGS.  The “Deemed Loss Events” consist primarily of legal and regulatory
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changes (such as issuance by the NRC of specified violation orders, changes in law making the sale and leaseback transactions illegal, or changes in law making the lessors liable for nuclear decommissioning obligations). PNM believes that the probability of such “Events of Loss” or “Deemed Loss Events” occurring is remote for the following reasons: (1) to a large extent, prevention of “Events of Loss” and some “Deemed Loss Events” is within the control of the PVNGS participants through the general PVNGS operational and safety oversight process; and (2) other “Deemed Loss Events” would involve a significant change in current law and policy. PNM is unaware of any proposals pending or being considered for introduction in Congress, or in any state legislative or regulatory body that, if adopted, would cause any of those events. Furthermore, the NRC places restrictions on the ownership of nuclear generating facilities. These restrictions could limit the transfer of ownership of the assets underlying all or a portion of its current leased interests in PVNGS. PNM and SRP entered into an Asset Purchase and Sale Agreement, pursuant to which PNM agreed to sell to SRP certain PNM-owned assets and nuclear fuel necessary to the ongoing operation and maintenance of leased capacity in PVNGS Unit 1 and Unit 2, which SRP has agreed to acquire from the lessors upon termination of the existing leases. The proposed transaction between PNM and SRP has been approved by the NRC for the transfer of the associated possessory licenses at the end of the term of each of the respective leases. If the proposed transaction is not consummated, PNM may be required to retain all or a portion of its currently leased capacity in PVNGS or be exposed to other claims for damages by the lessors. See Note 8. If these events were to occur, there is no assurance PNM would be provided cost recovery from customers.


The impacts and implementation of United StatesU.S. tax reform legislation may negatively impact PNMR’s, PNM’s, and TNMP’s businesses, financial position, results of operations, and cash flows.


On December 22, 2017, comprehensive changes in United StatesU.S. federal income taxes were enacted through legislation commonly known as the Tax Cuts and Jobs Act (the “Tax Act”). Among other things, the Tax Act reducesreduced the federal corporate income tax rate from 35% to 21% effective January 1, 2018, eliminateseliminated federal bonus depreciation for utilities, and limitslimited interest deductibility for non-utility business activities and the deductibility of certain officer compensation. During 2018, the IRS issued additional guidance related to certain officer compensation and proposed regulations on interest deductibility that provideprovided a 10% “de minimis” exception that allowsallowing entities with predominantly regulated activities to fully deduct interest expenses. In addition, the IRS issued proposed regulations interpreting Tax Act amendments to depreciation provisions of the Internal Revenue CodeIRC that allowallowed the Company to claim a bonus depreciation deduction on certain construction projects placed in service subsequent to the third quarter of 2017.

In December 2017, the SEC issued Staff Accounting Bulletin No. 118, which provides guidance to address the application of GAAP to reflect the Tax Act in circumstances where all information and analysis of the Tax Act was not yet available or complete. This bulletin provided for up to a one-year period in which to complete the required analyses and accounting for the impacts of the Tax Act.

In accordance with GAAP, as of December 31, 2017, the Company adjusted its deferred tax assets and liabilities resulting in increases in regulatory liabilities related to adjustments of net deferred tax liabilities associated with regulated activities, which are being returned to PNM’s and TNMP’s ratepayers over time, and increased income tax expense related to adjustments of net deferred tax assets related to items excluded from regulated activities. During 2018, the Company completed its analysis of the Tax Act resulting in certain adjustments being recorded at PNMR, PNM, and TNMP. These adjustments resulted primarily from differences between the estimated amounts recorded as of December 31, 2017 and the actual amounts reflected in the Company’s 2017 tax return filing. The Company also recorded adjustments to reflect the impacts of proposed regulations and interpretations discussed above.


The Company believes that the impacts of the Tax Act will not significantly impact the future earnings of regulated activities due to the ratemaking process. However, cash flows will be reduced in the near term due to less cash being received from customer billings as the benefits of the reduced corporate income tax are passed on to ratepayers, but without a corresponding reduction in income taxes paid due to the Company having a net operating loss carryforward for income taxes purposes. In addition, the income tax benefit of net losses for the unregulated activities of PNMR will be negatively impacted by the reduced rate.


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It is possible that the Biden administration and Congress will make changes to provisions of the Tax Act or other tax laws. In addition, further changes to U.S. Treasury regulations, IRS interpretations of the current provisions of the Tax Act, and actions by the NMPRC, PUCT, and FERC could cause the Company’s expectations of the impacts of the Tax Act to change. Any such changechanges could adversely affect the Company’s financial position, results of operations, and cash flows.


Governance FactorsRisks
Provisions of PNMR’s organizational documents, as well as several other statutory and regulatory factors, will limit another party’s ability to acquire PNMR and could deprive PNMR’s shareholders of the opportunity to receive a takeover premium for shares of PNMR’s common stock.
PNMR’s restated articles of incorporation and by-laws include a number of provisions that may have the effect of discouraging persons from acquiring large blocks of PNMR’s common stock or delaying or preventing a change in control of PNMR. The material provisions that may have such an effect include:
Authorization for the Board to issue PNMR’s preferred stock in series and to fix rights and preferences of the series (including, among other things, voting rights and preferences with respect to dividends and other matters)
Advance notice procedures with respect to any proposal other than those adopted or recommended by the Board
Provisions specifying that only a majority of the Board, the chairman of the Board, the chief executive officer, or holders of at least one-tenth of all of PNMR’s shares entitled to vote may call a special meeting of shareholders
 
Under the New Mexico Public Utility Act, NMPRC approval is required for certain transactions that may result in PNMR’s change in control or exercise of control, including ownership of 10% or more of PNMR’s voting stock. PUCT approval is required for changes to the ownership of TNMP or its parent and certain other transactions relating to TNMP. Certain acquisitions of PNMR’s outstanding voting securities also require FERC approval.


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ITEM 1B.UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS
None.


ITEM 2.PROPERTIES
ITEM 2.PROPERTIES

PNMR

The significant properties owned by PNMR include those owned by PNM and TNMP and are disclosed below.

PNM

See Sources of Power in Part I, Item. 1 Business above for information on PNM’s owned and leased capacity in electric generating stations. As of December 31, 2018,2021, PNM owned, or jointly owned, 3,2063,426 miles of electric transmission lines, 6,0675,751 miles of distribution overhead lines, 5,8855,765 miles of underground distribution lines (excluding street lighting), and 255250 substations. PNM’s electric transmission and distribution lines are generally located within easements and rights-of-way on public, private, and Native American lands. PNM owns and leases interests in PVNGS Units 1 and 2 and related property, communication, office and other equipment, office space, vehicles, and real estate. PNM also owns service and office facilities throughout its service territory. See Note 8 for additional information concerning leases.

TNMP

TNMP’s facilities consist primarily of transmission and distribution facilities located in its service areas. TNMP also owns and leases vehicles, service facilities, and office locations throughout its service territory. As of December 31, 2018,2021, TNMP owned 997983 miles of overhead electric transmission lines, 7,1517,297 miles of overhead distribution lines, 1,2601,408 miles of underground distribution lines, and 122113 substations. Substantially all of TNMP’s property is pledged to secure its first mortgage bonds. See Note 7.



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ITEM 3.LEGAL PROCEEDINGS


ITEM 3.LEGAL PROCEEDINGS


See Note 16 and Note 17 for information related to the following matters for PNMR, PNM, and TNMP, incorporated in this item by reference.


Note 16


The Clean Air Act – Regional Haze – NEE ComplaintCooling Water Intake Structures
The Clean Air Act – Regional Haze – December 2018 Compliance Filing
���The Clean Air Act – Regional Haze – Four Corners – Four Corners Federal Agency Lawsuit
WEG v. OSM NEPA Lawsuit
Navajo Nation Environmental Issues
•    Santa Fe Generating Station
Coal Combustion Residuals Waste Disposal
Continuous Highwall Mining Royalty Rate
PVNGS Water Supply Litigation
•    San Juan River Adjudication
Rights-of-Way Matter
•    Navajo Nation Allottee Matters


Note 17


PNMR– Merger Regulatory Proceedings
PNM – New Mexico 2015 Rate Case2020 Decoupling
PNM – Renewable Portfolio Standard
PNM – Renewable Energy Rider
PNM – Energy Efficiency and Load Management
PNM –2020 Integrated Resource Plans
PNM – Cost Recovery Related to Joining the EIMSJGS Abandonment Application
PNM – Facebook, Inc. Data Center ProjectFour Corners Abandonment Application
PNM – PVNGS Leased Interest Abandonment Application
PNM – FERC Compliance
TNMP – Transmission Cost of Service Rates


ITEM 4.MINE SAFETY DISCLOSURES

ITEM 4.MINE SAFETY DISCLOSURES

Not Applicable.


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SUPPLEMENTAL ITEM – INFORMATION ABOUT EXECUTIVE OFFICERS OF PNM RESOURCES, INC.
All officers are elected annually by the Board of PNMR. Executive officers, their ages as of February 22, 201918, 2022 and offices held with PNMR for the past five years are as follows:
NameAgeOfficeInitial Effective Date
P. K. Collawn63Chairman, President, and Chief Executive OfficerJanuary 2012
J. D. Tarry51Senior Vice President and Chief Financial OfficerJanuary 2020
Vice President, Controller and TreasurerSeptember 2018
Vice President, Finance and ControllerFebruary 2017
Vice President, Corporate Controller, and Chief Information OfficerApril 2015
C. N. Eldred
68Executive Vice President, Corporate Development and FinanceJanuary 2020
Executive Vice President and Chief Financial OfficerJuly 2007
P. V. Apodaca70Senior Vice President, General Counsel, and SecretaryJanuary 2010
NameAgeOfficeInitial Effective Date
P. K. Collawn60Chairman, President, and Chief Executive OfficerJanuary 2012
C. N. Eldred65Executive Vice President and Chief Financial OfficerJuly 2007
P. V. Apodaca67Senior Vice President, General Counsel, and SecretaryJanuary 2010
R. N. Darnell6164Senior Vice President, Public PolicyJanuary 2012
C. M. Olson6164Senior Vice President, Utility OperationsFebruary 2018
Vice President, Utility OperationsDecember 2016
Vice President, Generation – PNMNovember 2012
J. D. Tarry48Vice President, Controller and TreasurerSeptember 2018
Vice President, Finance and ControllerFebruary 2017
Vice President, Corporate Controller, and Chief Information OfficerApril 2015
Vice President, Customer Service and Chief Information OfficerMay 2012


PART II
 
ITEM 5.MARKET FOR PNMR’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5.MARKET FOR PNMR’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

PNMR’s common stock is traded on the New York Stock Exchange under the symbol “PNM”.

Dividends on PNMR’s common stock are declared by its Board. The timing of the declaration of dividends is dependent on the timing of meetings and other actions of the Board. This has historically resulted in dividends considered to be attributable to the second quarter of each year being declared through actions of the Board during the third quarter of the year. The Board

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declared dividends on common stock considered to be for the second quarter of $0.2425$0.3275 per share in July 20172021 and $0.2650$0.3075 per share in July 2018, which are reflected as being in the second quarter above.2020. The Board declared dividends on common stock considered to be for the third quarter of $0.2425$0.3275 per share in September 20172021 and $0.2650$0.3075 per share in September 2018, which are reflected as being in the third quarter above. On2020. In February 22, 2019,2022, the Board declared aincreased the quarterly dividend of $0.29from $0.3275 to $0.3475 per share and in December 2020 the Board increased the quarterly dividend from $0.3075 to $0.3275 per share. PNMR targets a long-term dividend payout ratio of 50% to 60%55% of ongoing earnings, which is a non-GAAP financial measure, that excludes from GAAP earnings determined in accordance with GAAP certain non-recurring, infrequent, and other items that are not indicative of fundamental changes in the earnings capacity of the Company’s operations. PNMR uses ongoing earnings to evaluate the operations of the Company and to establish goals, including those used for certain aspects of incentive compensation, for management and employees.
On February 22, 2019,18, 2022, there were 12,9707,513 holders of record of PNMR’s common stock. All of the outstanding common stock of PNM and TNMP is held by PNMR.

As discussed in Note 7, in January 2020, PNMR completed an equity offering of approximately 6.2 million shares of common stock. In lieu of issuing equity at the time of the offering, PNMR entered into forward sale agreements with certain forward counterparties. On December 15, 2020 PNMR physically settled all shares under the PNMR 2020 Forward Equity Sale Agreements by issuing 6.2 million shares to the forward purchasers at a price of $45.805 per share, aggregating net proceeds of $283.1 million.

All of PNM’s and TNMP’s common stock is owned by PNMR and is not listed for trading on any stock exchange. See Note 6 for a discussion on limitations on the payments of dividends and the payment of future dividends, as well as dividends paid by PNM and TNMP.

See Part III, Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Preferred Stock

As of December 31, 2021, PNM has 115,293 shares of cumulative preferred stock outstanding. PNM is not aware of any active trading market for its cumulative preferred stock. Quarterly cash dividends were paid on PNM’s outstanding cumulative preferred stock at the stated rates during 20182021 and 2017.2020. PNMR and TNMP do not have any preferred stock outstanding.

Sales of Unregistered Securities

None.
ITEM 6.SELECTED FINANCIAL DATA
The selected financial data and comparative operating statistics for PNMR should be read in conjunction with the Consolidated Financial Statements and Notes thereto and MD&A.
PNM RESOURCES, INC. AND SUBSIDIARIES
 2018 2017 2016 2015 2014
 (In thousands except per share amounts and ratios)
Total Operating Revenues$1,436,613
 $1,445,003
 $1,362,951
 $1,439,082
 $1,435,853
Net Earnings$101,282
 $95,419
 $131,896
 $31,078
 $130,909
Net Earnings Attributable to PNMR$85,642
 $79,874
 $116,849
 $15,640
 $116,254
Net Earnings Attributable to PNMR per Common Share         
Basic$1.07
 $1.00
 $1.47
 $0.20
 $1.46
Diluted$1.07
 $1.00
 $1.46
 $0.20
 $1.45
Cash Flow Data         
Net cash flows from operating activities$428,226
 $523,462
 $408,283
 $395,045
 $414,876
Net cash flows from investing activities$(475,724) $(466,163) $(699,375) $(544,528) $(485,329)
Net cash flows from financing activities$45,646
 $(58,847) $242,392
 $175,431
 $96,194
Total Assets$6,865,551
 $6,646,103
 $6,471,080
 $6,009,328
 $5,790,237
Long-Term Debt, including current installments$2,670,111
 $2,437,645
 $2,392,712
 $2,091,948
 $1,962,385
Common Stock Data         
Market price per common share at year end$41.09
 $40.45
 $34.30
 $30.57
 $29.63
Book value per common share at year end$21.20
 $21.28
 $21.04
 $20.78
 $21.61
Tangible book value per share at year end$17.70
 $17.79
 $17.55
 $17.28
 $18.12
Average number of common shares outstanding – diluted80,012
 80,141
 80,132
 80,139
 80,279
Dividends declared per common share$1.0850
 $0.9925
 $0.9025
 $0.8200
 $0.7550
Capitalization         
PNMR common stockholders’ equity38.6% 40.9% 41.1% 44.0% 46.6%
Preferred stock of subsidiary, without mandatory redemption requirements0.3
 0.3
 0.3
 0.3
 0.3
Long-term debt61.1
 58.8
 58.6
 55.7
 53.1
 100.0% 100.0% 100.0% 100.0% 100.0%
ITEM 6.    [RESERVED]

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ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PNM RESOURCES, INC. AND SUBSIDIARIES
COMPARATIVE OPERATING STATISTICS
 2018 2017 2016 2015 2014
 (In thousands)
PNM Revenues         
Residential$433,009
 $419,105
 $395,490
 $427,958
 $411,412
Commercial408,333
 408,354
 394,150
 437,279
 428,085
Industrial61,119
 58,851
 56,650
 75,308
 73,002
Public authority21,688
 23,604
 23,174
 26,202
 25,278
Economy service26,764
 30,645
 31,121
 35,132
 39,123
Transmission54,280
 45,932
 34,267
 33,216
 38,284
Firm-requirements wholesale
 4,468
 22,497
 31,263
 38,313
Other sales for resale (1), (2)
76,168
 101,897
 70,375
 63,195
 82,508
Mark-to-market activity(1,051) 1,317
 (1,645) (5,270) 5,996
Other miscellaneous (2)
14,098
 10,057
 9,834
 6,912
 5,913
Alternative revenue programs (3)
(2,443) 
 
 
 
Total PNM Revenues$1,091,965
 $1,104,230
 $1,035,913
 $1,131,195
 $1,147,914
TNMP Revenues         
Residential$130,288
 $126,587
 $124,462
 $120,771
 $114,826
Commercial111,261
 106,503
 103,174
 102,956
 99,701
Industrial17,317
 18,140
 17,427
 16,316
 15,049
Other miscellaneous81,583
 89,543
 81,975
 67,844
 58,363
Alternative revenue programs (3)
4,199
 
 
 
 
Total TNMP Revenues$344,648
 $340,773
 $327,038
 $307,887
 $287,939

(1) Includes sales to Tri-State under hazard sharing agreement (Note 17).
(2) Beginning in 2018, $7.6 million of sales related to the SJGS 65 MW are classified as other miscellaneous revenue from contracts with customers (Note 4).
(3) Beginning in 2018, alternative revenue programs include recovery or refund provisions under PNM’s renewable energy rider; true-ups to PNM’s formula transmission rates, and TNMP’s AMS surcharge, and transmission cost recovery factor; the impacts of the PUCT’s January 25, 2018 order regarding the change in the federal corporate income tax rate in 2018 at TNMP; and the energy efficiency incentive bonuses at PNM and TNMP (Note 4).

PNM MWh Sales         
Residential3,250,560
 3,136,066
 3,189,527
 3,185,363
 3,169,071
Commercial3,814,659
 3,774,417
 3,831,295
 3,800,472
 3,874,292
Industrial879,308
 850,914
 875,109
 957,308
 984,130
Public authority241,238
 250,500
 249,860
 246,496
 251,187
Economy service667,288
 722,501
 805,733
 796,430
 758,629
Firm-requirements wholesale (1)

 87,600
 429,345
 444,495
 527,597
Other sales for resale (2)
2,525,220
 3,632,137
 2,899,322
 2,110,947
 2,271,480
Total PNM MWh Sales11,378,273
 12,454,135
 12,280,191
 11,541,511
 11,836,386
TNMP MWh Sales         
Residential3,094,965
 2,936,291
 2,933,938
 2,912,019
 2,802,768
Commercial3,186,788
 2,793,263
 2,742,366
 2,654,102
 2,583,664
Industrial3,681,480
 3,202,528
 2,976,800
 2,804,919
 2,708,151
Other100,300
 94,767
 98,596
 100,999
 102,118
Total TNMP MWh Sales10,063,533
 9,026,849
 8,751,700
 8,472,039
 8,196,701

(1) Decrease in 2018 and 2017 reflects the loss of NEC as a wholesale generation customer (Note 17).
(2) Includes sales to Tri-State under hazard sharing agreement (Note 17).


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PNM RESOURCES, INC. AND SUBSIDIARIES
COMPARATIVE OPERATING STATISTICS
 2018 2017 2016 2015 2014
PNM Customers         
Residential470,192
 465,950
 462,921
 459,353
 455,907
Commercial57,000
 56,655
 56,357
 56,107
 55,853
Industrial236
 239
 247
 250
 249
Economy service1
 1
 1
 1
 1
Other sales for resale39
 36
 36
 39
 39
Other932
 931
 887
 908
 911
Total PNM Customers528,400
 523,812
 520,449
 516,658
 512,960
TNMP Consumers         
Residential210,696
 207,788
 204,744
 202,359
 199,963
Commercial40,508
 39,814
 39,817
 39,014
 38,033
Industrial88
 82
 66
 70
 70
Other1,924
 1,948
 1,993
 2,018
 2,044
Total TNMP Consumers253,216
 249,632
 246,620
 243,461
 240,110
PNM Generation Statistics         
Net Capability – MW, including PPAs (1)
2,661
 2,580
 2,791
 2,787
 2,707
Coincidental Peak Demand – MW1,885
 1,843
 1,908
 1,889
 1,878
Average Fuel Cost per MMBTU$1.808
 $1.704
 $1.821
 $2.168
 $2.415
BTU per KWh of Net Generation10,193
 10,396
 9,975
 10,456
 10,422
          
(1) Amounts are reflective of the shutdown of SJGS Units 2 and 3 in December 2017 and restructured ownership of SJGS Unit 4 as of December 31, 2017.



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ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations for PNMR is presented on a combined basis, including certain information applicable to PNM and TNMP. This report uses the term “Company” when discussing matters of common applicability to PNMR, PNM, and TNMP. The MD&A for PNM and TNMP is presented as permitted by Form 10-K General Instruction I (2). as amended by the FAST Act. For additional information related to the earliest of the two years presented please refer to the Company’s 2020 Annual Report on Form 10-K. A reference to a “Note” in this Item 7 refers to the accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, unless otherwise specified. Certain of the tables below may not appear visually accurate due to rounding.

MD&A FOR PNMR
EXECUTIVE SUMMARY
Overview and Strategy
    
PNMR is a holding company with two regulated utilities serving approximately 782,000806,000 residential, commercial, and industrial customers and end-users of electricity in New Mexico and Texas. PNMR’s electric utilities are PNM and TNMP. PNMR strives to create a clean and bright energy future for customers, communities, and shareholders. PNMR’s strategy and decision-making are focused on safely providing reliable, affordable, and environmentally responsible power built on a foundation of Environmental, Social and Governance (ESG) principles.
Strategic Goals
Recent Developments

Merger

On October 20, 2020, PNMR, Avangrid and Merger Sub entered into the Merger Agreement pursuant to which Merger Sub will merge with and into PNMR, with PNMR surviving the Merger as a wholly-owned subsidiary of Avangrid. The proposed Merger has been unanimously approved by the Boards of Directors of PNMR, Avangrid and Merger Sub and approved by PNMR shareholders at the Special Meeting of Shareholders held on February 12, 2021.

Pursuant to the Merger Agreement, each issued and outstanding share of the common stock of PNMR (other than (i) the issued shares of PNMR common stock that are owned by Avangrid, Merger Sub, PNMR or any wholly-owned subsidiary of Avangrid or PNMR, which will be automatically cancelled at the Effective Time and (ii) shares of PNMR common stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of, or consented in writing to, the Merger who is entitled to, and who has demanded, payment for fair value of such shares) at the Effective Time will be converted into the right to receive $50.30 in cash.

The Merger Agreement provided that it may be terminated if the Effective Time shall not have occurred by the End Date; however,either PNMR or Avangrid could extend the End Date to April 20, 2022 if all conditions to closing have been satisfied other than the obtaining of all required regulatory approvals. On December 8, 2021, the NMPRC issued an order rejecting the stipulation agreement relating to the Merger and the approval of the Merger from the NMPRC has not yet been obtained.

In light of the NMPRC ruling, on January 3, 2022, PNMR, Avangrid and Merger Sub entered into an Amendment to the Merger Agreement pursuant to which PNMR and Avangrid each agreed to extend the End Date to April 20, 2023. The parties acknowledge in the Amendment that the required regulatory approval from the NMPRC has not been obtained and that the parties have reasonably determined that such outstanding approval will not be obtained by April 20, 2022. As amended, the Merger Agreement may be terminated by each of PNMR and Avangrid under certain circumstances, including if the Merger is not consummated by April 20, 2023.

With respect to the NMPRC proceedings, on April 20, 2021, the Joint Applicants, the NMAG, WRA, the International Brotherhood of Electrical Workers Local 611, Dine, Nava Education Project, the San Juan Citizens Alliance and To Nizhoni Ani, had entered into a stipulation and agreement in the Joint Application for approval of Merger pending before the NMPRC. Subsequently, CCAE, Onward Energy Holdings LLC, Walmart Inc., Interwest Energy Alliance, M-S-R Power and the Incorporated County of Los Alamos joined an amended stipulation. An evidentiary hearing was held in August 2021. On November 1, 2021, a Certification of Stipulation was issued by the hearing examiner, which recommended against approval of the amended stipulation. On December 8, 2021, the NMPRC issued an order adopting the Certification of Stipulation, rejecting the amended stipulation reached by the parties. On January 3, 2022, PNMR and Avangrid filed a notice of appeal with the NM Supreme Court. On February 2, 2022, PNMR and Avangrid filed a statement of issues outlining the argument for appeal.

With respect to other regulatory proceedings related to the Merger, in January 2021, the FTC notified PNMR and Avangrid that early termination of the waiting period under the HSR Act in connection with the Merger was granted. In February 2021, CFIUS completed its review of the Merger and concluded that there are no unresolved national security concerns with respect to the Merger. In March 2021, PNMR and Avangrid received FCC approval of the transfer of operating
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licenses related to the Merger. In April 2021, FERC issued an order authorizing the Merger. In May 2021, the PUCT issued an order authorizing the Merger, and the NRC approved the Merger. As a result of the delay in closing of the Merger due to the need to obtain NMPRC approval, PNMR and Avangrid are required to make a new filing under the HSR Act and request extensions of approvals previously received from the FCC and NRC. On February 9, 2022, the request for extension was filed with the NRC. On February 24, 2022, the requests for a 180-day extension were granted by the FCC. No additional filings will be required with CFIUS, FERC or the PUCT.

Consummation of the Merger remains subject to the satisfaction or waiver of certain customary closing conditions, including, without limitation, the absence of any material adverse effect on PNMR, the receipt of required regulatory approval from the NMPRC, and the agreements relating to the divestiture of Four Corners being in full force and effect and all applicable regulatory filings associated therewith being made. The agreement relating to the divestiture of Four Corners has been entered into and is in full force and effect and related filings have been made with the NMPRC.

EIM

On April 1, 2021, PNM joined and began participating in the EIM. The EIM is a real-time wholesale energy trading market operated by the CAISO that enables participating electric utilities to buy and sell energy. The EIM aggregates the variability of electricity generation and load for multiple balancing authority areas and utility jurisdictions. In addition, the EIM facilitates greater integration of renewable resources through the aggregation of flexible resources by capturing diversity benefits from the expanding geographic footprint and the expanded potential uses for those resources. PNM completed a cost-benefit analysis, which indicated participation in the EIM would provide substantial benefits to retail customers. In 2018, PNM filed an application with the NMPRC requesting, among other things, to recover initial capital investments and authorization to establish a regulatory asset to recover other expenses that would be incurred in order to join the EIM. The NMPRC approved the establishment of a regulatory asset but deferred certain rate making issues, including but not limited to issues related to implementation and ongoing EIM costs and savings, the prudence and reasonableness of costs to be included in the regulatory asset, and the period over which costs would be charged to customers until PNM’s next general rate case filing. PNM has already experienced $12.5 million of costs savings to customers through participation in the EIM. See Note 17.

Texas Winter Storm

In mid-February 2021, Texas experienced a severe winter storm delivering the coldest temperatures in 100 years for many parts of the state. As a result, the ERCOT market was not able to deliver sufficient generation load to the grid resulting in significant, statewide outages as ERCOT directed transmission operators to curtail thousands of firm load megawatts. TNMP complied with ERCOT directives to curtail the delivery of electricity in its service territory and did not experience significant outages on its system outside of the ERCOT directed curtailments. TNMP has deferred bad debt expense from defaulting REPs to a regulatory asset totaling $0.8 million at December 31, 2021, and will seek recovery in a general rate case. At this time, the Company does not expect significant financial impacts related to this event. For additional information on the Texas winter storm, see Note 16.

Financial and Business Objectives
PNMR is focused on achieving three key strategic goals:financial objectives:


Earning authorized returns on regulated businesses
Delivering at or above industry-average earnings and dividend growth
Maintaining solid investment grade credit ratings


In conjunction with these goals,objectives, PNM and TNMP are dedicated to:


Maintaining strong employee safety, plant performance, and system reliability
Delivering a superior customer experience
Demonstrating environmental stewardship in business operations, including reducing CO2 emissions
Demonstrating environmental stewardship in business operations, including transitioning to an emissions-free generating portfolio by 2040
Supporting the communities in their service territories


Earning Authorized Returns on Regulated Businesses


PNMR’s success in accomplishing its strategic goalsfinancial objectives is highly dependent on two key factors: fair and timely regulatory treatment for its utilities and the utilities’ strong operating performance. The Company has multiple strategies to achieve favorable regulatory treatment, all of which have as their foundation a focus on the basics: safety, operational excellence, and customer satisfaction, while engaging stakeholders to build productive relationships. Both PNM and TNMP seek cost recovery for their investments through general rate cases, periodic cost of service filings, and various rate riders.


Fair and timely rate treatment from regulators is crucial to PNM and TNMP in earning their allowed returns and critical for PNMR to achieve its strategic goals.financial objectives. PNMR believes that earning allowed returns is viewed positively by credit rating
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agencies and that improvements in the Company’s ratings could lower costs to utility customers. Additional information about rate filings is provided in Note 17.


State Regulation


The rates PNM and TNMP charge customers are subject to traditional rate regulation by the NMPRC, FERC, and the PUCT.

New Mexico 20152016 Rate Case On September 28, 2016,In January 2018, the NMPRC issued an orderapproved a settlement agreement that authorized PNM to implement an increase in base non-fuel rates of $61.2$10.3 million, for New Mexico retail customers, effective for bills sent after September 30, 2016.which included a reduction to reflect the impact of the decrease in the federal corporate income tax rate and updates to PNM’s cost of debt (aggregating $47.6 million annually). This order was on PNM’s application for a general increase in retail electric rates (the “NM 2015 Rate Case”) filed in August 2015. PNM’s application requested an increase in base non-fuel revenues of $121.5 million based on a future test year (“FTY”) beginning October 1, 2015. The primary drivers of the revenue deficiency were infrastructure investments and declines in forecasted energy sales due to successful energy efficiency programs and other economic factors.

The NMPRC’s September 28,December 2016 order included a determination that PNM was imprudent in purchasing 64.1 MW of previously leased capacity in PVNGS Unit 2, extending the leases for 114.6 MW of capacity of PVNGS Units 1 and 2, and installing BDT equipment on SJGS Units 1 and 4. Major components of the difference between the increase in non-fuel revenues approved in the order and PNM’s request, include:

A ROE of 9.575%, compared to the 10.5% requested by PNM

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Inclusion of the January 2016 purchase of the assets underlying three leases of capacity, totaling 64.1 MW, of PVNGS Unit 2 (Note 8) at an initial rate base value of $83.7 million, compared to PNM’s request for recovery of the fair market value purchase price of $163.3 million; and disallowance of the recovery of the undepreciated costs of capitalized improvements made during the period the 64.1 MW was being leased by PNM, which costs totaled $43.8 million when the order was issued
Disallowance of the recovery of any future contributions for PVNGS decommissioning costs related to the 64.1 MW of capacity in PVNGS Unit 2 purchased in January 2016 and the 114.6 MW of the leased capacity in PVNGS Units 1 and 2 that were extended for eight years beginning January 15, 2015 and 2016 (Note 8)
Disallowance of recovery of the costs associated with converting SJGS Units 1 and 4 to BDT, which is required by the NSR permit for SJGS (Note 16); PNM’s share of the costs of installing the BDT equipment was $52.3 million, $40.0 million of which PNM requested be included in rate base in the NM 2015 Rate Case

On September 30, 2016, PNM filed a notice of appeal with the NM Supreme Court regarding the order in the NM 2015 Rate Case. PNM is appealing the NMPRC’s determination that PNM was imprudent in the actions taken to purchase the previously leased 64.1 MW of capacity in PVNGS Unit 2, extending the leases for 114.6 MW of capacity of PVNGS Units 1 and 2, and installing BDT equipment on SJGS Units 1 and 4. PNM’s appeal includes the following specific elements of the NMPRC’s order:

Disallowance of recovery of the full fair market value purchase price of the 64.1 MW of capacity in PVNGS Unit 2 purchased in January 2016
Disallowance of the recovery of the undepreciated costs of capitalized improvements made during the period the 64.1 MW of capacity was leased by PNM
Disallowance of recovery of future contributions for PVNGS decommissioning attributable to 64.1 MW of purchased capacity and the 114.6 MW of capacity under the extended leases
Disallowance of recovery of the costs of converting SJGS Units 1 and 4 to BDT

NEE, NMIEC, and ABCWUA filed notices of cross appeal to PNM’s appeal. The issues that are being appealed by the various cross-appellants are:

The NMPRC allowing PNM to recover the costs of the lease extensions for the 114.6 MW of PVNGS Units 1 and 2 and any of the purchase price for the 64.1 MW in PVNGS Unit 2
The NMPRC allowing PNM to recover the costs incurred under the new coal supply contract for Four Corners
The revised method to collect PNM’s fuel and purchased power costs under the FPPAC
The final rate design
The NMPRC allowing PNM to include the “prepaid pension asset” in rate base

The NM Supreme Court has orally stated that the court’s intent would be to request that PNM reimburse ratepayers for any amount overcharged should the cross-appellants prevail on the merits. Oral argument at the NM Supreme Court was held on October 30, 2017. Although appeals of regulatory actions of the NMPRC have a priority at the NM Supreme Court under New Mexico law, there is no required time frame for the court to act on the appeals.

PNM evaluated the accounting consequences of the order in the NM 2015 Rate Case and the likelihood of being successful on the issues it is appealing in the NM Supreme Court as required under GAAP. The evaluation indicated it is reasonably possible that PNM will be successful on the issues it is appealing. If the NM Supreme Court rules in PNM’s favor on some or all of the issues, those issues would be remanded back to the NMPRC for further action. PNM originally estimated that it would take a minimum of 15 months from September 30, 2016 for the NM Supreme Court to render a decision and for the NMPRC to take action on any remanded issues. Accordingly, PNM recorded pre-tax regulatory disallowances of $11.3 million representing capital cost recovery for the period October 1, 2016 through December 31, 2017 on its investments that the order disallowed, as well as amounts recorded as regulatory assets and deferred charges that the order disallowed and which PNM did not challenge in its appeal. PNM has periodically updated its estimate of the time frame necessary to resolve these matters resulting in additional pre-tax disallowances of $3.1 million and $4.0 million being recorded in 2017 and 2018. PNM’s aggregate pre-tax losses of $18.4 million assume the NM Supreme Court will issue a decision and that any remanded issues will be addressed by the NMPRC by April 30, 2019. Additional losses will be recorded if the currently estimated time frame for the NM Supreme Court to render a decision and for the NMPRC to take action on any remanded issues is further extended.

PNM continues to believe that the disallowed investments, which are the subject of PNM’s appeal, were prudently incurred and that PNM is entitled to full recovery of those investments through the ratemaking process. If PNM’s appeal is unsuccessful, PNM would record additional pre-tax losses related to any unsuccessful issues. The December 31, 2018 book values of PNM’s investments that the order disallowed, after considering the losses recorded to date, were $73.3 million for the 64.1 MW of purchased

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capacity in PVNGS Unit 2, $38.0 million for the PVNGS Unit 2 disallowed capital improvements, and $50.0 million for the BDT equipment.

PNM does not believe that the likelihood of the cross-appeals being successful is probable. However, if the NM Supreme Court were to overturn all of the issues subject to the cross-appeals and, upon remand, the NMPRC did not provide any cost recovery of those items, PNM would write-off all of the costs to acquire the assets previously leased under three leases aggregating 64.1 MW of PVNGS Unit 2 capacity, totaling $146.1 million (which amount includes $73.3 million that is the subject of PNM’s appeal discussed above), after considering the losses recorded through December 31, 2018. The impacts of not recovering costs for the lease extensions, new coal supply contract for Four Corners, and “prepaid pension asset” in rate base would be recognized in future periods reflecting that rates charged to customers would not recover those costs as they are incurred. The outcomes of the cross-appeals regarding the FPPAC and rate design should not have a financial impact to PNM.

New Mexico 2016 Rate Case – On January 16, 2018, the NMPRC issued an order that authorized PNM to implement an increase in base non-fuel rates of $10.3 million. PNM implemented 50% of the approved increase for service rendered, rather than bills sent, beginning February 1, 2018 and implemented the rest of the increase for service rendered beginning January 1, 2019. This order was on PNM’s application for a general increase in retail electric rates (the “NM 2016 Rate Case”) filed in December 2016. PNM’s December 2016 application requested an increase in base non-fuel revenues of $99.2 million based on a FTY beginning January 1, 2018 and did not include a request to recover any of the costs disallowed in the NM 2015 Rate Case that are at issue in PNM’s pending appeal to the NM Supreme Court.. The primary drivers of the revenue deficiency in PNM’s application were:

Implementation of the modifications in PNM’s resource portfolio, which were previously approved by the NMPRC as part of the SJGS regional haze compliance plan (see below and Note 16)
Infrastructure investments, including environmental upgrades at Four Corners
Declines in forecasted energy sales due to successful energy efficiency programs and other economic factors
Updates in the FERC/retail jurisdictional allocations

After NMPRC ordered settlement discussions were held, PNM and thirteen intervenors entered into a comprehensive stipulation in May 2017, which was subsequently revised to address issues raised by the Hearing Examiners in the case. NEE was the sole party opposing the revised stipulation. Thekey terms of the revised stipulation included:order include:


A revenue increase totaling $62.3 million, with an initial increase of $32.3 million beginning January 1, 2018 and the remaining increase beginning January 1, 2019
A ROE of 9.575%, compared
A requirement to the 10.125% requested by PNM
Full recovery of PNM’s investment in SCRs at Four Corners with a debt-only return
An agreement to not implement non-fuel base rate changes, other than changes related to PNM’s rate riders, with an effective date prior to January 1, 2020
An agreement to adjust the January 2019 increase for certain changes in federal corporate tax laws and to true-up PNM’s cost of debt
Returning to customers over a three-year period the benefit of the reduction in the New Mexico corporate income tax rate to the extent attributable to PNM’s retail operations (Note 18)
PNM would perform a cost benefit analysis in its 2020 IRPA disallowance of the impactPNM’s ability to collect an equity return on certain investments aggregating $148.1 million at Four Corners, but allowing recovery of a possible early exit from Four Corners in 2024 and 2028debt-only return

An agreement to not implement non-fuel base rate changes, other than changes related to PNM’s rate riders, with an effective date prior to January 1, 2020
A public hearing onrequirement to consider the revised stipulation was held in August 2017. On October 31, 2017, the Hearing Examiners issued a Certificationprudency of Stipulation recommending modifications to the revised stipulation that would identify PNM’s decision to continue its participation in Four Corners as imprudent, not allow PNM to collect a debt or equity return on $148.1 million of investments in SCRs and other projects at Four Corners, and to temporarily disallow recovery of $36.8 of PNM’s projected capital improvements at SJGS.

Extensive proceedings before the NMPRC were conducted in December 2017 and January 2018 as described in Note 17. Ultimately, the NMPRC’s January 16, 2018 order approved the Certification of Stipulation with certain changes, which included allowing PNM to recover its $148.1 million of investments in SCR and other projects at Four Corners with a debt-only return (but maintaining the recommended disallowance of an equity return), deferring further consideration regarding the prudency of PNM’s decisions to continue its participation in Four Corners to PNM’s next general rate case requiringfiling

PNM implemented 50% of the impactsapproved increase for service rendered beginning February 1, 2018 and implemented the rest of changes relatedthe increase for service rendered beginning January 1, 2019.

On December 29, 2020, Sierra Club filed a motion to re-open the reductionNM 2016 Rate Case. The motion requests that the NMPRC re-open the NM 2016 Rate Case for the limited purpose of conducting a prudence review of certain Four Corners capital expenditures that the NMPRC deferred in its order approving the settlement agreement. Alternatively, Sierra Club requested that the deferred prudence review be conducted, and given weight as appropriate, in the federal corporate income tax rate and PNM’s cost of debt (aggregating an estimated $47.6 million) be implemented in 2018 rather than January 1, 2019, and requiring PNM to reduce its requested $62.3 million increase in non-fuel revenues by $4.4 million.


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GAAP required PNM to recognize a loss reflecting that it will earn a debt-only return on $148.1 million of investments at Four Corners rather than a full return. Accordingly, PNM recorded a pre-tax regulatory disallowance of $27.9 million as of December 31, 2017.

Abandonment Application. On February 7, 2018, NEE filed a notice of appeal with10, 2021, the NMPRC rejected Sierra Club’s motion to re-open the NM Supreme Court asking2016 Rate Case and stated that issues on whether the court to reviewterms of the NMPRC’s decisionsETA provide an opportunity for consideration of prudence for Four Corners undepreciated investments included in a financing order or what effects the rates approved in the NM 2016 Rate Case. Several parties to the case participatedCase may have on determining energy transition cost should be considered in the appeal as intervenor-appellees in supportFour Corners Abandonment Application. For additional information on the Four Corners Abandonment Application see Note 17.

2020 Decoupling Petition – On May 28, 2020, PNM filed a petition for approval of a rate adjustment mechanism that would decouple the rates of its residential and small power rate classes. Decoupling is a rate design principle that severs the link between the recovery of fixed costs of the NMPRC’s final decisionsutility through volumetric charges. If approved, customer bills would not be impacted until January 1, 2022. On October 2, 2020, PNM requested an order to vacate the public hearing and stay the proceeding until the NMPRC decides whether to entertain a petition to issue a declaratory order resolving the issues raised in the motions to dismiss. On October 7, 2020, the hearing examiner approved PNM's request to stay the proceeding and vacate the public hearing and on October 30, 2020 PNM filed a petition for declaratory order asking the NMPRC to issue an order finding that full revenue decoupling is authorized by the EUEA. On March 17, 2021, the NMPRC issued an order granting PNM's petition for declaratory order which commences a proceeding to address petitions. Oral arguments were made on July 15, 2021. On January 14, 2022, the hearing examiner issued a recommended decision recommending the NMPRC find that the EUEA does not mandate the NMPRC to authorize or approve a full decoupling mechanism, defining full decoupling as limited to energy efficiency and load management measures and programs. The recommended decision also states that a utility may request approval of a rate adjustment mechanism to remove regulatory disincentives to energy efficiency and load management measures and programs through a stand-alone petition, as part of the utility’s triennial energy efficiency application or a general rate case and that PNM is not otherwise precluded from petitioning for a rate adjustment mechanism prior to its next general rate case. Finally, the recommended decision stated that the EUEA does not permit the NMPRC to reduce a utility’s ROE based on approval of a disincentive removal mechanism founded on removing regulatory disincentives to energy efficiency and load management measures and programs. The recommended decision does not specifically prohibit a downward adjustment to a utility’s capital structure, based on approval of a disincentive removal mechanism. See Note 17. PNM cannot predict the outcome of this matter.

PVNGS Leased Interest Abandonment Application On November 15,April 2, 2021, PNM filed the PVNGS Leased Interest Abandonment Application. In the application, PNM requested NMPRC authorization to decertify and abandon its Leased Interest and to create regulatory assets for the associated remaining undepreciated investments with consideration of cost recovery of the undepreciated investments in a future rate case. PNM also sought NMPRC approval to sell and transfer the PNM-owned assets and nuclear fuel supply associated with the Leased Interest to SRP, which will be acquiring the Leased Interest from the lessors upon termination of the existing leases. In addition, PNM sought NMPRC approval for a 150 MW
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solar PPA combined with a 40 MW battery storage agreement and a stand-alone 100 MW battery storage agreement to replace the Leased Interest. To ensure system reliability and load needs are met in 2023, when a majority of the leases expire, PNM also requested NMPRC approval for a 300 MW solar PPA combined with a 150 MW battery storage agreement. On August 25, 2021, the NMPRC issued an order confirming PNM requires no further NMPRC authority to abandon the PVNGS Leased Interest and to sell and transfer the PNM-owned assets and nuclear fuel supply associated with the Leased Interest to SRP. The order bifurcated the issue of approval of the two PPAs and three battery storage agreements into a separate docket so it may proceed expeditiously and deferred a ruling on the other issues. On February 16, 2022, the NMPRC approved the two PPAs and three battery storage agreements. For additional information on PNM's Leased Interest and the associated abandonment application see Note 16 and Note 17.

Advanced Metering Currently, TNMP has approximately 262,000 advanced meters across its service territory. Beginning in 2019, the majority of costs associated with TNMP’s AMS program are being recovered through base rates. On July 14, 2021, TNMP filed a request with the PUCT to consider and approve its final reconciliation of the costs spent on the deployment of AMS from April 1, 2018 NEEthrough December 31, 2018 of $9.0 million and approve appropriate carrying charges until full collection. On September 13, 2021, the PUCT Staff filed a recommendation for approval of TNMP's application for substantially all costs. On October 2, 2020, TNMP filed an unopposed motionapplication with the PUCT for authorization to withdrawimplement necessary technological upgrades of approximately $46 million to its appeal, which was approvedAMS program by the NM Supreme Court. This matter is now concluded.

TNMP 2018 Rate Case – November 2022. On December 20, 2018,January 14, 2021, the PUCT approved an unopposed settlement stipulation allowingTNMP’s application. TNMP to increase annual base rates by $10.0 million effective January 1, 2019. TNMP’s original application, which was filed with the PUCT on May 30, 2018, (the “TNMP 2018 Rate Case”), requested an annual increase to base rates of $25.9 million based on a ROE of 10.5%, a cost of debt of 7.2%, and a capital structure comprised of 50% debt and 50% equity. TNMP’s request included $7.7 million of new rate riders to recover Hurricane Harvey restoration, rate case, and additional vegetation management costs. The application also included a request for increased depreciation rates and the integration of revenues currently recorded under the AMS rider, as well as collection of other unrecovered AMS investments, into base rates. In 2017, TNMP recorded revenues of $21.8 million under the AMS rider. The TNMP 2018 Rate Case application also proposed to return the regulatory liability recorded at December 31, 2017 related to federal tax reform to customers and to reduce its federal corporate income tax rate to 21%. On November 2, 2018, TNMP and other parties to the case filed an unopposed settlement agreement that reduced the requested increase to base rates to $10.0 million based on a ROE of 9.65%, a cost of debt of 6.44%, and a capital structure comprised of 55% debt and 45% equity. The approved settlement integrates revenues previously recorded under the AMS rider into base rates, including recovery of other unrecovered AMS costs, adjusts how TNMP will return the regulatory liability recorded at December 31, 2017 related to federal tax reform to customers, grants TNMP’s request for updated depreciation rates, and provides for a new rider to recover Hurricane Harvey restoration costs. As discussed below, the new rider for Hurricane Harvey restoration costs will be offset by 2018 tax savings resulting from the reduction in the federal corporate income tax rate and collected from customers over a period of no more than five years beginning on the effective date of new rates. The approved settlement excludes from rate base certain transmission investments that were requested in TNMP’s original filing. These transmission investments were subsequently included in TNMP’s January 2019 transmission cost of service filing, which is pending before the PUCT.

San Juan Generating Station Unit 1 Outage – On March 17, 2018, a coal silo used to supply fuel to SJGS Unit 1 collapsed resulting in an outage. PNM initiated a review of the cause of the outage and promptly contacted the staff of the NMPRC to inform them of the event. To minimize the operational and financial impacts of this event, PNM accelerated the fall 2018 planned outage on Unit 1 to be performed while the unit was out of service for this event. Repairs necessary to return Unit 1 to service were completed by July 5, 2018. The majority of the damages to the facility related to the coal silo collapse have been reimbursed under an existing property insurance policy that covers SJGS, subject to a deductible of $2.0 million.  PNM’s cost of repairs subject to the deductible was $1.0 million, reflecting PNM’s 50% ownership interest in SJGS Unit 1.
On April 12, 2018, NEE filed a petition (jointly with certain other organizations) requesting that the NMPRC order an investigation into the SJGS Unit 1 event.  Pursuant to an NMPRC order, PNM filed a response on May 8, 2018 indicating that it used best practices when inspecting the SJGS coal silos during planned outages, that the damage to SJGS Unit 1 was repairable and could be made in a timely manner, that all but a limited amount of cost of the repairs are reimbursable under an existing insurance policy, and that further proceedings on the matter were unnecessary. On May 31, 2018, NMPRC staff preliminary recommended that the NMPRC not allow PNM to recover any costs associated with the SJGS Unit 1 coal silo repairs, including the cost of preventing similar failures on other SJGS coal silos, and that PNM reimburse customers for the loss of off-system sales during the time SJGS Unit 1 was in outage. On October 9, 2018, PNM filed a motion with the NMPRC requesting the inquiry docket be closed and stating the NMPRC staff’s proposal that PNM be required to absorb all losses related to the event, including the loss of off-system sales, is unwarranted and would result in piecemeal ratemaking. On November 15, 2018, the NMPRC staff filed a response to PNM’s motion proposing the investigation be closed provided, among other things, that PNM agree to hold customers harmless for PNM’s share of the uninsured costs to repair SJGS for the event. In its response, PNM agreed that it would not seek recovery of the uninsured costs to repairinvestment associated with the units. The NMPRC issuedupgrade in a final order to close the docket on December 5, 2018.future general rate proceeding or DCOS filing.
Advanced Metering In September 2011, TNMP began its deployment of advanced meters for homes and businesses across its service area. TNMP completed its mass deployment in 2016 and has installed more than 242,000 advanced meters. As part of the State of Texas’ long-term initiative to create an advanced electric grid, installation of advanced meters will ultimately give consumers more data about their energy consumption and help them make more informed decisions. In addition, TNMP completed installation of a new outage management system that will leverage capabilities of the advanced metering infrastructure to enhance TNMP’s responsiveness to outages.


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In February 2016, PNM filed an application with the NMPRC requesting approval of a project to replace its existing customer metering equipment with Advanced Metering Infrastructure (“AMI”). In March 2018, the Hearing Examiner issued a recommended decision finding that PNM had not proven a net public benefit in the case and recommending, which was denied. As ordered by the NMPRC, not approve the application. In April 2018, PNM filed a statement on exceptions to the recommended decision indicating, among other things, that PNM disagreed with the finding that the record did not demonstrate a net public benefit to customers, but that PNM would not take exception to a recommendation to not approve the application. On April 11, 2018, the NMPRC adopted an order accepting the recommended decision and disapproving PNM’s application. The order also indicated PNM’s next2020 filing for energy efficiency plan filing should includeprograms to be offered in 2021, 2022, and 2023 included a proposal for an AMI pilot project.project, although PNM did not recommend the proposal due to the limited benefits that are cost-effective under a pilot structure. On September 17, 2020, the hearing examiner in the energy efficiency case issued a recommended decision recommending that PNM's proposed 2021 energy efficiency and load management program be approved, with the exception of the proposed AMI pilot program. On October 28, 2020, the NMPRC approved the recommended decision.


Rate Riders and Interim Rate Relief The PUCT has approved mechanisms that allow TNMP to recover capital invested in transmission and distribution projects without having to file a general rate case. This permits more timely recovery of investments. The PUCT has also approved rate riders that allow TNMP to recover amounts related to AMS, energy efficiency and third-party transmission costs, and the CTC. As discussed above, the approved settlement agreement in the TNMP 2018 Rate Case authorizes TNMP to integrate revenues historically recorded under the AMS rider into base rates and to establish a new rate rider to collect Hurricane Harvey restoration costs. The new rider will be offset by 2018 savings resulting from the reduction in the federal corporate income tax rate and will be collected over a period of no more than five years. The NMPRC has approved PNM recovering fuel costs through the FPPAC, as well as rate riders for renewable energy, and energy efficiency, thatand the TEP. These mechanisms allow for more timely recovery of investments and improve PNM’s ability to earn its authorized return.investments.


Cost Recovery Related to Joining the EIM – In 2018, PNM completed a cost-benefit analysis that indicated PNM’s participation in the California Independent System Operator Western Energy Imbalance Market (“EIM”) would provide substantial benefits to retail customers. In August 2018, PNM filed an application with the NMPRC requesting, among other things, authorization to recover the cost of initial capital investments and to establish a regulatory asset to recover other expenses that would be incurred in order to join the EIM. PNM’s application proposes recovery of the costs incurred to join the EIM would be recovered beginning on the effective date of new rates in PNM’s next general rate case and that the benefits of participating in the EIM be credited to retail customers through PNM’s existing FPPAC. A public hearing was held on December 12, 2018. On December 19, 2018, the NMPRC issued an order approving the establishment of a regulatory asset to recover PNM’s cost of joining the EIM. On January 17, 2019, ABCWUA filed a motion to reopen the case and to reconsider the NMPRC’s order approving the establishment of a regulatory asset. On February 6, 2019, the NMPRC issued an order granting rehearing and vacating the December 19, 2018 order. On February 24, 2019, Western Resource Advocates, and the Coalition for Clean and Affordable Energy filed a motion for an expedited final order, which was supported by PNM and other parties and opposed by ABCWUA.  On February 27, 2019, the NMPRC issued a procedural order that appoints a hearing examiner and requires the hearing examiner to report to the NMPRC, by March 13, 2019, on whether the matter should be reopened. PNM cannot predict the outcome of this matter.

FERC Regulation


Rates PNM charges wholesale transmission customers and wholesale generation customers are subject to traditional rate regulation by FERC. Rates charged to wholesale electric transmission customers, other than customers on the Western Spirit Line described below, are based on a formula rate mechanism pursuant to which rates for wholesale transmission service are calculated annually in accordance with an approved formula. The formula includes updating cost of service components, including investment in plant and operating expenses, based on information contained in PNM’s annual financial report filed with FERC, as well as including projected transmission capital projects to be placed into service in the following year. The projections included are subject to true-up. Certain items, including changes to return on equity and depreciation rates, require a separate filing to be made with FERC before being included in the formula rate.


In May 2019, PNM filed an application with FERC requesting approval to purchase and provide transmission service on the Western Spirit Line. All necessary approvals were obtained. In December 2021, PNM completed the purchase of the Western Spirit Line and service under related transmission agreements was initiated using an incremental rate that is separate from the formula rate mechanism described above. See Note 17.

On March 12, 2021, PNM filed four unexecuted TSAs with FERC totaling 145 MW with Leeward. The low natural gas price environment resultedunexecuted TSAs provide long-term firm, point-to-point transmission service on PNM’s transmission system. The unexecuted TSAs are based on the pro-forma transmission service agreements with certain non-conforming provisions under Attachment A of PNM’s OATT and include PNM’s OATT rate. PNM filed the unexecuted TSAs at the request of Leeward because the parties were unable to reach an agreement on the terms and conditions for transmission service. On May 11, 2021, FERC issued an order accepting PNM's four unexecuted TSAs based on PNM's proposed pricing scheme included in market pricesits OATT rate. On June 10, 2021, Pattern Wind and Leeward both filed a request for power being substantially lower than whatrehearing of the FERC Order. On September 10, 2021, Leeward filed a petition in the United States District Court for the District of Columbia for review of FERC's order accepting PNM's four unexecuted TSAs. On November 15, 2021, FERC issued an order denying the rehearing. On December 3, 2021, Leeward filed an Unopposed Motion for Voluntary Dismissal with the United States District Court for the District of Columbia of its petition for review. PNM is ableunable to offer wholesale generation customers underpredict the costoutcome of service model that FERC requires PNM to use.  Consequently, PNM decided to stop pursuing wholesale generation contracts and currently has no full-requirements wholesale generation customers.this matter. See Note 17.
Delivering At or Above Industry-Average Earnings and Dividend Growth
PNMR’s strategic goalfinancial objective to deliver at or above industry-average earnings and dividend growth enables investors to
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realize the value of their investment in the Company’s business. PNMR’s current target is 5% to 6% earnings and dividend growth for the period 2018 through 2022. PNMR’s earnings and dividend target for the year ending December 2022 includes assumptions about potential capital expenditures that would be incremental to construction expenditures discussed below in Liquidity and Capital Resources - Capital Requirements. Earnings growth is based on ongoing earnings, which is a non-GAAP financial measure that excludes from GAAP earnings certain non-recurring, infrequent, and other items that are not indicative of fundamental changes in the earnings capacity of the Company’s operations. PNMR uses ongoing earnings to evaluate the operations of the Company and to establish goals, including those used for certain aspects of incentive compensation, for management and employees.

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PNMR targets a dividend payout ratio in the 50% to 60% range of its ongoing earnings. PNMR expects to provide at or above industry-average dividend growth in the near-term and to manage the payout ratio to meet its long-term target.near-term. The Board will continue to evaluate the dividend on an annual basis, considering sustainability and growth, capital planning, and industry standards.

Under the terms of the Merger Agreement, PNMR has agreed not to declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its equity securities, or make any other actual, constructive or deemed distribution in respect of any equity securities (except (i) PNMR may continue the declaration and payment of planned regular quarterly cash dividends on PNMR common stock for each quarterly period ended after the date of the Merger Agreement, which for any fiscal quarter in 2022 shall not exceed $0.3475, with usual record and payment dates in accordance with past dividend practice, and (ii) for any cash dividend or cash distribution by a wholly-owned subsidiary of PNMR to PNMR or another wholly-owned subsidiary of PNMR).

The Board approved the following increases in the indicated annual common stock dividend:
Approval DatePercent Increase
December 20152020106.5 %
December 2016February 2022106.1 %
December 20179%
December 20189%


Maintaining Solid Investment Grade Credit Ratings


The Company is committed to maintaining solid investment grade credit ratings in order to reduce the cost of debt financing and to help ensure access to credit markets, when required. On February 10, 2022, Moody’s downgraded TNMP’s issuer rating from A3 to Baa1 and changed the outlook from negative to stable. See the subheading Liquidity included in the full discussion of Liquidity and Capital Resources below for the specific credit ratings for PNMR, PNM, and TNMP. Currently, allAll of the credit ratings issued by both Moody’s and S&P on the Company’s debt arecontinue to be investment grade. In January 2018, S&P changed the outlook for PNMR, PNM, and TNMP from stable to negative. In June 2018, Moody’s changed the outlook for PNMR and PNM from positive to stable and maintained a stable outlook for TNMP.


Business Focus

To achieve its business objectives, focus is directed in key areas: Safe, Reliable and Affordable Power; Utility Plant and Strategic Focus

PNMR strives to create enduring value for customers, communities,Investments; Environmentally Responsible Power; and shareholders. PNMR’s strategyCustomer, Stakeholders, and decision-making are focused on safely providing reliable, affordable, and environmentally responsible power.Community Engagement. The Company works closely with customers,its stakeholders legislators, and regulators to ensure that resource plans and infrastructure investments benefit from robust public dialogue and balance the diverse needs of our communities. Equally important is the focus of PNMR’s utilities on customer satisfaction and community engagement.


Safe, Reliable, and Affordable Power

Safety is the first priority of our business and a core value of the Company. PNMR utilizes a Safety Management System to provide clear direction, objectives and targets for managing safety performance and minimizing risks and empowers employees to “Be the Reason Everyone Goes Home Safe”.

PNMR measures reliability and benchmark performance of PNM and TNMP against other utilities using industry-standard metrics, including System Average Interruption Duration Index (“SAIDI”) and System Average Interruption Frequency Index (“SAIFI”). PNM's and TNMP's investment plans include projects designed to support reliability and reduce the amount of time customers are without power.

PNMR and its utilities are aware of the important roles they play in enhancing economic vitality in their service territories. Management believes that maintaining strong and modern electric infrastructure is critical to ensuring reliability and supporting economic growth. When contemplating expanding or relocating their operations, businesses consider energy affordability and reliability to be important factors. PNM and TNMP strive to balance service affordability with infrastructure investment to maintain a high level of electric reliability and to deliver a safe and superior customer experience. Investing in PNM’s and TNMP’s infrastructure is critical to ensuring reliability and meeting future energy needs. Both utilities have long-established records of providing customers with safe and reliable electric service.


The Company continues to closely monitor developments and has taken and continues to take steps to mitigate the potential risks related to the COVID-19 pandemic. The Company has assessed and updated its existing business continuity plans in response to the impacts of the pandemic through crisis team meetings and working with other utilities and operators. It has identified its critical workforce, staged backups and limited access to control rooms and critical assets. The Company has worked to protect the safety of its employees using a number of measures, including minimizing exposure to other employees
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and the public and supporting flexible arrangements for all applicable job functions. The Company is also working with its suppliers to manage the impacts to its supply chain and remains focused on the integrity of its information systems and other technology systems used to run its business. However, the Company cannot predict the extent or duration of the ongoing COVID-19 pandemic, its effects on the global, national or local economy, or on the Company's financial position, results of operations, and cash flows. The Company will continue to monitor developments related to COVID-19 and will remain focused on protecting the health and safety of its customers, employees, contractors, and other stakeholders, and on its objective to provide safe, reliable, affordable and environmentally responsible power. As discussed in Note 17, both PNM and TNMP suspended disconnecting certain customers for past due bills, waived late fees during the pandemic, and have been provided regulatory mechanisms to recover these and other costs resulting from COVID-19. See additional discussion below regarding the Company's customer, community, and stakeholder engagement in response to COVID-19 and in Item 1A. Risk Factors.

Utility PlantRenewable Energy

The REA was enacted to encourage the development of renewable energy in New Mexico. The ETA amended the REA and Strategic Investmentsrequires utilities operating in New Mexico to have renewable portfolios equal to 20% by 2020, 40% by 2025, 50% by 2030, 80% by 2040, and 100% zero-carbon energy by 2045. The REA provides for streamlined proceedings for approval of utilities’ renewable energy procurement plans, provides utilities recovery of costs incurred consistent with approved procurement plans, and sets a RCT for the procurement of renewable resources to prevent excessive costs being added to rates. PNM files required renewable energy plans with the NMPRC annually and makes procurements consistent with the plans approved by the NMPRC. See Note 17.


Utility Plant Investments – During
TNMP

Operational Information

TNMP is a regulated utility operating and incorporated in the 2016 to 2018 period, PNM andState of Texas. TNMP’s predecessor was organized in 1925. TNMP together invested $1,501.7 million in utility plant, including substations, power plants, nuclear fuel, andprovides transmission and distribution systems.services in Texas under the provisions of TECA and the Texas Public Utility Regulatory Act. TNMP is subject to traditional cost-of-service regulation with respect to rates and service under the jurisdiction of the PUCT and certain municipalities. TNMP’s transmission and distribution activities are solely within ERCOT, which is the independent system operator responsible for maintaining reliable operations for the bulk electric power supply system in most of Texas. Therefore, TNMP is not subject to traditional rate regulation by FERC. TNMP serves a market of small to medium sized communities, most of which have populations of less than 50,000. TNMP is the exclusive provider of transmission and distribution services in most areas it serves.

TNMP’s service territory consists of three non-contiguous areas. One portion of this territory extends from Lewisville, which is approximately 10 miles north of the Dallas-Fort Worth International Airport, eastward to municipalities near the Red River, and to communities north, west, and south of Fort Worth. The second portion of its service territory includes the area along the Texas Gulf Coast between Houston and Galveston, and the third portion includes areas of far west Texas between Midland and El Paso.

TNMP provides transmission and distribution services at regulated rates to various REPs that, in turn, provide retail electric service to consumers within TNMP’s service area. See Notes 16 and 17 for additional information on rate cases and other regulatory matters.

In mid-February 2021, Texas experienced a severe winter storm delivering the coldest temperatures in 100 years for many parts of the state. As a result, the ERCOT market was not able to deliver sufficient generation load to the grid resulting in significant, statewide outages as ERCOT directed transmission operators to curtail thousands of firm load megawatts. TNMP complied with ERCOT directives to curtail the delivery of electricity in its service territory and did not experience significant outages on its system outside of the ERCOT directed curtailments. For additional information on the Texas winter storm, see Note 16.

For its volumetric load consumers billed on KWh usage, TNMP experienced a decrease in weather normalized retail KWh sales of 0.8% in 2021 and an increase of 2.9% in 2020. For its weather normalized demand-based load, excluding retail transmission consumers, TNMP experienced an increase of 1.8% in 2021 and a decrease of 1.3% in 2020. As of December 31, 2021, 110 active REPs receive transmission and distribution services from TNMP. In 2021, the three largest REPs accounted for 23%, 19%, and 10% of TNMP’s operating revenues. No other consumer accounted for more than 10% of revenues.

TNMP holds long-term, non-exclusive franchise agreements for its electric transmission and distribution services. These agreements have varying expiration dates and some have expired. TNMP intends to negotiate and execute new or amended franchise agreements with municipalities where the agreements have expired or will be expiring. Since TNMP is the exclusive provider of transmission and distribution services in most areas that it serves, the need to renew or renegotiate franchise agreements should not have a material adverse impact. TNMP also earns revenues from service provided to facilities in its service area that lie outside the territorial jurisdiction of the municipalities with which TNMP has franchise agreements.

Regulatory Activities

The rates TNMP charges customers are subject to traditional rate regulation by the PUCT. On January 1, 2019, TNMP
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implemented a PUCT order in TNMP’s 2018 Rate Case to increase annual base rates by $10.0 million based on a ROE of 9.65%, a cost of debt of 6.44%, and a capital structure comprised of 55% debt and 45% equity. The increase reflects the reduction in the federal corporate income tax rate to 21%. Under the approved settlement stipulation TNMP was granted authority to update depreciation rates and refund the regulatory liability related to federal tax reform to customers.

The PUCT has approved mechanisms that allow TNMP to recover capital invested in transmission and distribution projects without having to file a general rate case. The PUCT approved interim adjustments to TNMP’s transmission rates of $7.8 million in March 2020, $2.0 million in October 2020, $14.1 million in March 2021, and $6.3 million in September 2021. On January 26, 2022 TNMP filed an application to further update its transmission rates, which would increase revenues by $14.2 million annually. The application is pending before the PUCT. The PUCT approved interim adjustments to TNMP’s distribution revenue requirement of $14.7 million in August 2020 and $13.5 million in September 2021. The PUCT also approved rate riders that allow TNMP to recover amounts related to energy efficiency and third-party transmission costs.


Corporate and Other

The Corporate and Other segment includes PNMR holding company activities, primarily related to corporate level debt and the activities of PNMR Services Company. PNMR Services Company provides corporate services through shared services agreements to PNMR and all of PNMR’s business units, including PNM completedand TNMP. These services are charged and billed at cost on a monthly basis to the 40business units. The activities of PNMR Development, NM Capital, and NMRD are also included in Corporate and Other.
SOURCES OF POWER
PNM
Generation Capacity

As of December 31, 2021, the total net generation capacity of facilities owned or leased by PNM was 2,168 MW. PNM also obtains power under long-term PPAs for the power produced by Valencia, New Mexico Wind, Red Mesa Wind, Casa Mesa Wind, La Joya Wind I and II, the Lightning Dock Geothermal facility, and the NMRD-owned solar facilities.

PNM’s capacity in electric generating facilities, which are owned, leased, or under PPAs, in commercial operation as of December 31, 2021 is:
GenerationPercent of
CapacityGeneration
TypeNameLocation(MW)Capacity
CoalSJGSWaterflow, New Mexico562 18.0 %
CoalFour CornersFruitland, New Mexico200 6.4 %
    Coal-fired resources762 24.4 %
GasReeves StationAlbuquerque, New Mexico146 4.6 %
GasAfton (combined cycle)La Mesa, New Mexico235 7.5 %
GasLordsburgLordsburg, New Mexico85 2.7 %
GasLuna (combined cycle)Deming, New Mexico190 6.1 %
Gas/OilRio BravoAlbuquerque, New Mexico149 4.8 %
GasValenciaBelen, New Mexico155 5.0 %
GasLa LuzBelen, New Mexico41 1.3 %
Gas-fired resources1,001 32.0 %
NuclearPVNGSWintersburg, Arizona402 12.9 %
SolarPNM-owned solarTwenty-four sites in New Mexico158 5.1 %
SolarNMRD-owned solarLos Lunas, New Mexico130 4.2 %
WindNew Mexico WindHouse, New Mexico200 6.4 %
WindRed Mesa WindSeboyeta, New Mexico102 3.3 %
WindCasa Mesa WindHouse, New Mexico50 1.6 %
WindLa Joya Wind ITorrance, New Mexico166 5.3 %
WindLa Joya Wind IITorrance, New Mexico140 4.5 %
GeothermalLightning Dock GeothermalLordsburg, New Mexico11 0.3 %
Renewable resources957 30.7 %
3,122 100.0 %

The NMPRC has approved plans for PNM to procure energy and RECs from additional solar-PV renewable resources totaling 1,440 MW natural gas-firedto serve retail customers and a data center located in PNM’s service territory, including the portfolio to
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replace the planned retirement of SJGS for solar PPAs of 650 MW combined with 300 MW of battery storage agreements. The PVNGS Leased Interest Abandonment Application approved by the NMPRC includes solar PPAs of 450 MW combined with 290 MW of battery storage agreements. The majority of these renewable resources are key means for PNM to meet the RPS and related regulations that require PNM to achieve prescribed levels of energy sales from renewable sources, including those set by the recently enacted ETA, without exceeding cost requirements. If adjusted for these plans, the table above would reflect the percentage of generation capacity from fossil-fueled resources of 26.5%, from nuclear resources of 6.4%, and from renewable and battery storage resources of 67.1%. In addition, PNM also has a customer distributed solar generation program that represented 201.2 MW at December 31, 2021.

Fossil‑Fueled Plants

SJGS is operated by PNM and, until December 2017, consisted of four units. SJGS Units 2 and 3 were retired in December 2017 and the ownership interests in SJGS Unit 4 were restructured. PNM has received NMPRC approval to retire its remaining ownership in SJGS in 2022. See Note 17.

The table below presents the rated capacities and ownership interests of each participant in each unit of SJGS at December 31, 2021:
Unit 1Unit 4
Capacity (MW)340 507 
PNM (1)
50.000 %77.297 %
Tucson50.000 — 
Farmington— 8.475 
Los Alamos— 7.200 
UAMPS— 7.028 
Total100.000 %100.000 %
(1) Includes a 12.8% interest held in SJGS Unit 4 as a merchant plant.

Four Corners Units 4 and 5 are 13% owned by PNM. These units are jointly owned with APS, SRP, Tucson, and NTEC, and are operated by APS. The Four Corners plant site is located on land within the Navajo Nation and is subject to an easement from the federal government. APS, on behalf of the Four Corners participants, negotiated amendments to extend the owners’ right to operate the plant on the site to July 2041. In June 2021, APS and the owners of Four Corners entered into agreements to operate Four Corners seasonally beginning in Fall 2023, subject to the necessary approvals. Under seasonal operations, a single unit will remain online year-round, subject to market conditions as well as planned maintenance outages and unplanned outages. In addition, the other unit will be operational throughout the summer season when customer demand is the highest. PNM filed the Four Corners Abandonment Application, which seeks NMPRC approval to exit PNM’s 13% share of Four Corners as of December 31, 2024. See Note 17.

PNM owns 100% of Reeves, Afton, Rio Bravo, Lordsburg, and La Luz and one-third of Luna. The remaining interests in Luna are owned equally by Tucson and Samchully Power & Utilities 1, LLC. PNM is also entitled to the entire output of Valencia under a PPA. Reeves, Lordsburg, Rio Bravo, La Luz, and Valencia are used primarily for peaking generating station located near Belen, New Mexicopower and transmission support. As discussed in December 2015. Note 10, Valencia is a variable interest entity and is consolidated by PNM.

Nuclear Plant

PNM also completed installationis participating in the three units of SNCRPVNGS with APS (the operating agent), SRP, EPE, SCE, SCPPA, and BDT equipment on SJGS Unitsthe Department of Water and Power of the City of Los Angeles. PNM is entitled to 10.2%, including portions that are leased to PNM, of the power and energy generated by PVNGS. Currently, PNM has ownership interests of 2.3% in Unit 1, 9.4% in Unit 2, and 10.2% in Unit 3 and has leasehold interests of 7.9% in Unit 1 and 40.8% in early 2016Unit 2. The lease payments for the leased portions of PVNGS are recovered through retail rates approved by the NMPRC.

On April 5, 2021, PNM and SRP entered into an Asset Purchase and Sale Agreement, pursuant to which PNM agreed to sell to SRP certain PNM-owned assets and nuclear fuel necessary to the additionongoing operation and maintenance of 40 MW of PNM-owned solar-PV facilities in 2015. In addition, on January 15, 2016, PNM completed the $163.3 million acquisition of 64.1 MW ofleased capacity in PVNGS Unit 1 and Unit 2, that had previously been leasedwhich SRP has agreed to PNM. During 2018acquire from the lessors upon termination of the existing leases. The proposed transaction between PNM and 2019,SRP received all necessary approvals, including NRC approval for the transfer of the associated possessory licenses to SRP at the end of the term of each of the respective leases. See Notes 16 and 17 for information on other PVNGS matters including the PVNGS Leased Interest Abandonment Application and Note 8 for additional information concerning the PVNGS leases.

Renewables

At December 31, 2021, PNM will constructowns 158 MW of solar facilities in commercial operation. In addition, PNM purchases renewable power under long-term PPAs to serve New Mexico retail customers, including a data center located in PNM’s service territory. At December 31, 2021, renewable energy procured under these agreements from wind, solar-PV, and
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geothermal facilities aggregated to 658 MW, 130 MW, and 11 MW. These agreements currently have expiration dates beginning in January 2035 and extending through June 2045. The NMPRC has approved PNM’s request to enter into additional PPAs for renewable energy for an additional 501,440 MW of PNM-owned PVenergy from solar-PV facilities which werecombined with 640 MW of battery storage agreements with an anticipated 100 MW expected to come online in 2022. The entire portfolio of replacement resources approved by the NMPRC in PNM’s 2018 renewable energySJGS Abandonment Application includes replacement of SJGS capacity with the procurement plan.of 650 MW of solar PPAs combined with 300 MW of battery storage agreements. The PVNGS Leased Interest Abandonment Application approved by the NMPRC for replacement of 114 MW of PVNGS capacity and to ensure system reliability and load needs are met includes procurement of 450 MW of solar PPAs combined with 290 MW of battery storage agreements. In addition, the NMPRC issued an order that will allow PNM to service a data center for an additional 190 MW of solar PPA combined with 50 MW PV facilities areof battery storage and a 50 MW solar PPA expected to be operational in commercial2023. See Note 17.

A summary of purchased power, excluding Valencia, is as follows:
 Year Ended December 31,
 20212020
Purchased under long-term PPAs
MWh3,107,696 2,207,238 
Cost per MWh$33.95 $34.00 
Other purchased power
Total MWh (1)
2,510,263 318,061 
Cost per MWh$45.97 $51.18 
(1) Increase in 2021 primarily resulted from PNM’s participation in the EIM. See Note 4 and Note 17.

Plant Operating Statistics

Equivalent availability of PNM’s major base-load generating stations was:
PlantOperator20212020
SJGSPNM74.2%73.3%
Four CornersAPS66.1%63.9%
PVNGSAPS91.7%89.5%
Joint Projects

SJGS, PVNGS, Four Corners, and Luna are joint projects each owned or leased by several different entities. Some participants in the joint projects are investor-owned entities, while others are privately, municipally, or co-operatively owned. Furthermore, participants in SJGS have varying percentage interests in different generating units within the project. On January 31, 2016 an agreement to restructure the ownership in SJGS became effective. The restructuring agreement provided for certain participants in SJGS to exit ownership at December 31, 2017, by which time SJGS Units 2 and 3 were required to be permanently shut down. On April 1, 2020, the NMPRC approved the abandonment of PNM’s remaining interest in SJGS on June 30, 2022. On February 17 2022, PNM filed a request with the NMPRC to extend operation of SJGS Unit 4 until September 30, 2022. The filing provided that PNM had obtained agreement from the SJGS owners to extend operation of Unit 4, but was unable to secure the extended operation of Unit 1. See Note 17 for additional information about PNM’s SJGS Abandonment Application.

The primary operating or participation agreements for the other joint projects expire July 2041 for Four Corners, December 2046 for Luna, and November 2047 for PVNGS. As described above, Four Corners is located on land within the Navajo Nation and is subject to an easement from the federal government. On January 8, 2021, PNM filed the Four Corners Abandonment Application, which seeks NMPRC approval to exit PNM’s 13% share of Four Corners as of December 31, 2024. See Note 17 for additional information about PNM’s Four Corners Abandonment Application. Portions of PNM’s interests in PVNGS Units 1 and 2 are held under leases. See Nuclear Plant above and Note 8 regarding PNM’s actions related to these leases.

It is possible that other participants in the joint projects have circumstances and objectives that have changed from those existing at the time of becoming participants. The status of these joint projects is further complicated by the uncertainty surrounding the form of potential legislation and/or regulation of GHG, other air emissions, and CCRs, as well as the impacts of the costs of compliance and operational viability of all or certain units within the joint projects. It is unclear how these factors will enter into discussions and negotiations concerning the status of the joint projects as the expiration of basic operational agreements approaches. PNM can provide no assurance that its participation in the joint projects will continue in the manner that currently exists.

TNMP

TNMP provides only transmission and distribution services and does not sell power.
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FUEL
PNM
The percentages (on the basis of KWh) of PNM’s generation of electricity, including Valencia, fueled by coal, nuclear fuel, and gas and oil, and the average costs to PNM of those fuels per MMBTU were as follows:
 CoalNuclearGas and Oil
 Percent of
Generation
Average
Cost
Percent of
Generation
Average
Cost
Percent of
Generation
Average
Cost
202144.3 %$3.02 34.8 %$0.68 16.8 %$6.02 
202043.6 %$3.04 34.7 %$0.70 17.6 %$1.63 

In both 2021 and 2020, 4.1% of PNM’s generation was from utility-owned solar, which has no fuel cost. The generation mix for 2022, including power procured under long-term PPAs, is expected to be 25.7% coal, 33.2% nuclear, 18.3% gas and oil, and 22.8% from renewable resources, including solar, wind, and geothermal. Due to locally available natural gas and oil supplies, the utilization of locally available coal deposits, and the generally adequate supply of nuclear fuel, PNM believes that adequate sources of fuel are available for its generating stations into the foreseeable future. See Sources of Power – PNM – PPAs for information concerning the cost of purchased power. PNM recovers substantially all of its fuel and purchased power costs through the FPPAC.

Coal

SJGS and Four Corners are coal-fired generating plants that obtain their coal requirements from mines near the plants. The coal supply contract for SJGS, was set to expire on June 30, 2022, but was extended, subject to FERC acceptance of the SJGS participation agreement, through September 30, 2022 with an amendment to the coal supply agreement executed on February 17, 2022. Coal supply has not been arranged for periods after the existing contract expires. Substantially all of PNM’s coal costs are passed on to PNM’s customers under the FPPAC. PNM believes there is adequate availability of coal resources to continue to operate SJGS through September 30, 2022.

In December 2013, a coal supply arrangement for Four Corners that runs through July 6, 2031 was executed. Since that time, certain amendments have been made to the contract including amendments to reduce annual take-or-pay minimums and to change the annual contract period to end in May rather than in July of each year. The contract provides for pricing adjustments over its term based on economic indices. In connection with the proposed exit of Four Corners, PNM would make payments totaling $75.0 million to NTEC for relief from its obligations under the coal supply agreement for Four Corners after December 31, 2024.

See Note 16 for additional information about PNM’s coal supply arrangements. See Note 17 for additional information about PNM’s SJGS Abandonment Application, PNM’s Four Corners Abandonment Application, and the 2020 IRP, which all focus on a carbon-free electricity portfolio by 2040 that would eliminate coal at the end of 2024.
Natural Gas
The natural gas used as fuel for the electric generating plants is procured on the open market and delivered by third-party transportation providers. The supply of natural gas can be subject to disruptions due to extreme weather events and/or pipeline or facility outages. PNM has contracted for firm gas transmission capacity to minimize the potential for disruptions due to extreme weather events. Certain of PNM’s natural gas plants are generally used as peaking resources that are highly relied upon during seasonally high load periods and/or during periods of extreme weather, which also may be the times natural gas has the highest demand from other users. Substantially all of PNM’s natural gas costs are recovered through the FPPAC.
Nuclear Fuel and Waste

PNM is one of several participants in PVNGS. The PVNGS participants are continually identifying their future nuclear fuel resource needs and negotiating arrangements to fill those needs. The PVNGS participants have contracted for 100% of PVNGS’s requirements for uranium concentrates through 2025 and 55% through 2028. Additional needed supplies are covered through existing inventories or spot market transactions. For conversion services, 100% are contracted through 2025 and 70% through 2030. Additional needed conversion services are covered through existing inventories or spot market transactions. For enrichment services 90% is contracted through 2022 and 80% through 2026. For fuel assembly fabrication 100% is contracted through 2027.
The Nuclear Waste Policy Act of 1982 required the DOE to begin to accept, transport, and dispose of spent nuclear fuel and high-level waste generated by the nation’s nuclear power plants by 1998. The DOE’s obligations are reflected in a contract with each nuclear power plant. The DOE failed to begin accepting spent nuclear fuel by 1998. APS (on behalf of itself and the other PVNGS participants) pursued legal actions for which settlements were reached. See Note 16 for information concerning these actions.
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The DOE had planned to meet its disposal obligations by designing, licensing, constructing, and operating a permanent geologic repository at Yucca Mountain, Nevada. In March 2010, the DOE filed a motion to dismiss with prejudice its Yucca Mountain construction authorization application that was pending before the NRC. Several legal proceedings followed challenging DOE’s withdrawal of its Yucca Mountain construction authorization application. None of these lawsuits have been conclusively decided. However, the DC Circuit ordered the NRC to resume its review of the application. The results of the NRC’s review publications do not signal whether or when the NRC might authorize construction of the repository.

All spent nuclear fuel from PVNGS is being stored on-site. PVNGS has sufficient capacity at its on-site ISFSI to store all of the nuclear fuel that will be irradiated during the initial operating license periods, which end in December 2027. Additionally, PVNGS has sufficient capacity at its on-site ISFSI to store a portion of the fuel that will be irradiated during the extended license periods, which end in November 2047. If uncertainties regarding the United States government’s obligation to accept and store spent fuel are not favorably resolved, the PVNGS participants will evaluate alternative storage solutions. These may obviate the need to expand the ISFSI to accommodate all of the fuel that will be irradiated during the extended license periods.

ENVIRONMENTAL MATTERS

Electric utilities are subject to stringent laws and regulations for protection of the environment by local, state, federal, and tribal authorities. In addition, PVNGS is subject to the jurisdiction of the NRC, which has the authority to issue permits and licenses and to regulate nuclear facilities in order to protect the health and safety of the public from radioactive hazards and to conduct environmental reviews. The liabilities under these laws and regulations can be material. In some instances, liabilities may be imposed without regard to fault, or may be imposed for past acts, whether or not such acts were lawful at the time they occurred. See MD&A – Other Issues Facing the Company – Climate Change Issues for information on GHG. In addition, Note 16 contains information related to the following matters, incorporated in this item by reference:

PVNGS Decommissioning Funding
Nuclear Spent Fuel and Waste Disposal
The Energy Transition Act
Environmental Matters under the caption “The Clean Air Act”
Cooling Water Intake Structures
Effluent Limitation Guidelines
Santa Fe Generating Station
Environmental Matters under the caption “Coal Combustion Residuals Waste Disposal”

COMPETITION

Regulated utilities are generally not subject to competition from other utilities in areas that are under the jurisdiction of state regulatory commissions. In New Mexico, PNM does not have direct competition for services provided to its retail electric customers. In Texas, TNMP is not currently in any direct retail competition with any other regulated electric utility. However, PNM and TNMP are subject to customer conservation and energy efficiency activities, as well as initiatives to utilize alternative energy sources, including self-generation, or otherwise bypass the PNM and TNMP systems.

PNM is subject to varying degrees of competition in certain territories adjacent to or within the areas it serves. This competition comes from other utilities in its region as well as rural electric cooperatives and municipal utilities.  PNM is involved in the generation and sale of electricity into the wholesale market to serve its New Mexico retail customers.  PNM is subject to competition from regional utilities and merchant power suppliers with similar opportunities to generate and sell energy at market-based prices and larger trading entities that do not own or operate generating assets.

HUMAN CAPITAL RESOURCES

PNM Resources depends on over 1,600 dedicated employees to deliver outstanding customer service and transform into an emissions-free generation future.

Culture

Our diverse and inclusive workforce make the Company successful through our core values of safety, caring, and integrity. Our culture fosters behavior and mindset to sustain shared purpose, transparency and collaboration creating both individual and organizational accountability for achieving key results. Aligned with the core value of safety, we embarked on an in-depth safety survey and actionable plan focused on further integrating safety into our culture. In addition, we incorporate mental and physical well-being into our culture through a robust employee wellness program.

Talent Management and Total Rewards

We seek to attract and retain a highly skilled workforce by offering competitive compensation and benefits as well as opportunities for career advancement. Total compensation packages are reviewed regularly to ensure competitiveness within
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the industry and consistency with performance levels. We are committed to a leadership development program, which ensures our leaders’ success and provides diverse learning plans for all employees.

Diversity and Inclusion

Our core values also drive a culture committed to diversity and inclusion. Our diverse workforce enables the Company to provide exceptional value to our customers and stakeholders. Our 1,646 employees include 39% represented by a bargaining unit, 26% women, 52% minorities, 14% identified as disabled, and 8% veterans. To enhance diversity, we take a multi-tiered approach, including unconscious bias training in our leadership development program, incorporating diversity into our hiring process and undertaking targeted recruitment with organizations supporting diverse candidates. Compensation equity is reviewed three times per year and we perform a robust annual succession planning process, including an evaluation of our programs for diversity and inclusion.

Governance

The Board agrees that human capital management is an important component of PNM Resources’ continued growth and success, and is essential for its ability to attract, retain and develop talented and skilled employees. Management regularly reports to the Compensation Committee of the Board on human capital management topics, including corporate culture, diversity and inclusion, employee development and compensation and benefits. The Compensation Committee has oversight of talent retention and development and succession planning, and the Board provides input on important decisions in each of these areas.
Employees
The following table sets forth the number of employees of PNMR, PNM, and TNMP as of December 31, 2021:
PNMRPNMTNMP
Corporate (1)
401 — — 
PNM877 877 — 
TNMP368 — 368 
   Total1,646 877 368 
(1) Represents employees of PNMR Services Company.

As of December 31, 2021, PNM had 444 employees in its power plant and operations areas that are currently covered by a collective bargaining agreement with the IBEW Local 611 that is in effect through April 30, 2023. As of December 201931, 2021, TNMP had 193 employees represented by IBEW Local 66 covered by a collective bargaining agreement that is in effect through August 31, 2024. The wages and benefits for PNM and TNMP employees who are members of the IBEW are typically included in the rates charged to electric customers and consumers, subject to approval of the NMPRC and PUCT.

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

Statements made in this filing that relate to future events or PNMR’s, PNM’s, or TNMP’s expectations, projections, estimates, intentions, goals, targets, and strategies are made pursuant to the Private Securities Litigation Reform Act of 1995. Readers are cautioned that all forward-looking statements are based upon current expectations and estimates and apply only as of the date of this report. PNMR, PNM, and TNMP assume no obligation to update this information.
Because actual results may differ materially from those expressed or implied by these forward-looking statements, PNMR, PNM, and TNMP caution readers not to place undue reliance on these statements. PNMR’s, PNM’s, and TNMP’s business, financial condition, cash flows, and operating results are influenced by many factors, which are often beyond their control, that can cause actual results to differ from those expressed or implied by the forward-looking statements. These factors, which are neither presented in order of importance nor weighted, include:

The expected timing and likelihood of completion of the pending Merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the pending Merger that could reduce anticipated benefits or cause the parties to abandon the transaction
The occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement
The risk that the parties may not be able to satisfy the conditions to the proposed Merger in a timely manner or at all
The risk that the proposed Merger could have an adverse effect on the ability of PNMR to retain and hire key personnel and maintain relationships with its customers and suppliers, and on its operating results and businesses generally
The ability of PNM and TNMP to recover costs and earn allowed returns in regulated jurisdictions, including the prudence of PNM’s undepreciated investments in Four Corners and recovery of PNM’s investments and other costs associated with that plant, and the impact on service levels for PNM customers if the ultimate outcomes do not provide
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for the recovery of costs and operating and capital expenditures, as well as other impacts of federal or state regulatory and judicial actions
The ability of the Company to successfully forecast and manage its operating and capital expenditures, including aligning expenditures with the revenue levels resulting from the ultimate outcomes of regulatory proceedings, or resulting from potential mid-term or long-term impacts related to COVID-19
Uncertainty relating to PNM’s decision to return the currently leased generating capacity in PVNGS Units 1 and 2 at the expiration of their lease terms in 2023 and 2024, including future regulatory outcomes relating to the ratemaking treatment
Uncertainty surrounding the status of PNM’s participation in jointly-owned generation projects, including the changes in PNM’s generation entitlement share for PVNGS following termination of the leases in 2023 and 2024, the proposed exit from Four Corners and the exit and abandonment of SJGS
Uncertainty regarding the requirements and related costs of decommissioning power plants and reclamation of coal mines supplying certain power plants, as well as the ability to recover those costs from customers, including the potential impacts of current and future regulatory proceedings
The impacts on the electricity usage of customers and consumers due to performance of state, regional, and national economies, energy efficiency measures, weather, seasonality, alternative sources of power, advances in technology, the impacts of COVID-19 on customer usage, other changes in supply and demand
Uncertainty related to the potential for regulatory orders, legislation or rulemakings that provide for municipalization of utility assets or public ownership of utility assets, including generation resources, or which would delay or otherwise impact the procurement of necessary resources in a timely manner
The Company’s ability to access the financial markets in order to provide financing to repay or refinance debt as it comes due, as well as for ongoing operations and construction expenditures, including disruptions in the capital or credit markets, actions by ratings agencies, and fluctuations in interest rates, including any negative impacts that could result from the ultimate outcomes of regulatory proceedings, from the economic impacts of COVID-19 or from the entry into the Merger Agreement
The risks associated with completion of generation, transmission, distribution, and other projects, including uncertainty related to regulatory approvals and cost recovery, and the ability of counterparties to meet their obligations under certain arrangements (including approved PPAs related to replacement resources for facilities to be retired or for which the leases will terminate), and supply chain or other outside support services that may be disrupted by the impacts of COVID-19
The potential unavailability of cash from PNMR’s subsidiaries due to regulatory, statutory, or contractual restrictions or subsidiary earnings or cash flows
The performance of generating units, transmission systems, and distribution systems, which could be negatively affected by operational issues, fuel quality and supply chain issues (disruptions), unplanned outages, extreme weather conditions, wildfires, terrorism, cybersecurity breaches, and other catastrophic events, including the impacts of COVID-19, as well as the costs the Company may incur to repair its facilities and/or the liabilities the Company may incur to third parties in connection with such issues
State and federal regulation or legislation relating to environmental matters and renewable energy requirements, the resultant costs of compliance, and other impacts on the operations and economic viability of PNM’s generating plants
State and federal regulatory, legislative, executive, and judicial decisions and actions on ratemaking, and taxes, including guidance related to the Tax Act, and other matters
Risks related to climate change, including potential financial risks resulting from climate change litigation and legislative and regulatory efforts to limit GHG, including the impacts of the ETA
Employee workforce factors, including cost control efforts and issues arising out of collective bargaining agreements and labor negotiations with union employees
Variability of prices and volatility and liquidity in the wholesale power and natural gas markets
Changes in price and availability of fuel and water supplies, including the ability of the mines supplying coal to PNM’s coal-fired generating units and the companies involved in supplying nuclear fuel to provide adequate quantities of fuel
Regulatory, financial, and operational risks inherent in the operation of nuclear facilities, including spent fuel disposal uncertainties
The impacts of decreases in the values of marketable securities maintained in trusts to provide for decommissioning, reclamation, pension benefits, and other postretirement benefits, including potential increased volatility resulting from international developments and the impacts of COVID-19
Uncertainty surrounding counterparty performance and credit risk, including the ability of counterparties to supply fuel and perform reclamation activities and impacts to financial support provided to facilitate the coal supply at SJGS
The effectiveness of risk management regarding commodity transactions and counterparty risk
The outcome of legal proceedings, including the extent of insurance coverage
Changes in applicable accounting principles or policies

For information about the risks associated with the use of derivative financial instruments see Part II, Item 7A. “Quantitative and Qualitative Disclosures About Market Risk.”

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SECURITIES ACT DISCLAIMER

Certain securities described in this report have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be reoffered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws. This Form 10-K does not constitute an offer to sell or the solicitation of an offer to buy any securities.

ITEM 1A.RISK FACTORS
The business and financial results of PNMR, PNM, and TNMP are subject to a number of risks and uncertainties, many of which are beyond their control, including those set forth below and in MD&A, Note 16, and Note 17. For other factors that may cause actual results to differ materially from those indicated in any forward-looking statement contained in this report, see Disclosure Regarding Forward Looking Statements in Item 1. Business. TNMP provides transmission and distribution services to REPs that provide electric service to consumers in TNMP’s service territories. References to customers in the risk factors discussed below also encompass the customers of these REPs who are the ultimate consumers of electricity transmitted and distributed through TNMP’s facilities.
Regulatory Risks
The profitability of PNMR’s utilities depends on being able to recover their costs through regulated rates and earn a fair return on invested capital, including investments in its generating plants. Without timely cost recovery, including recovery of undepreciated investments and other costs associated with abandoning generation facilities, and the opportunity to earn a fair return on capital investments, PNMR’s liquidity and results of operations could be negatively impacted. Further, PNM and TNMP are in a period of significant capital expenditures. While increased capital investments and other costs are placing upward pressure on rates charged to customers, energy efficiency initiatives and other factors are placing downward pressure on customer usage. The combination of these matters could adversely affect the Company’s results of operations and cash flows.
The rates PNM charges its customers are regulated by the NMPRC and FERC. TNMP is regulated by the PUCT. The Company is in a period requiring significant capital investment and is projecting total construction expenditures for the years 2022-2026 to be $4.2 billion. See Note 14. PNM and TNMP anticipate a trend toward increasing costs, for which they will have to seek regulatory recovery. These costs include or are related to costs of asset construction for generation, transmission, and distribution systems necessary to provide electric service, as well as the cost to remove and retire existing assets, environmental compliance expenditures, regulatory mandates to acquire power from renewable resources, regulation related to nuclear safety, increased costs related to cybersecurity, increased interest costs to finance capital investments, and depreciation.
At the same time costs are increasing, there are factors placing downward pressure on the demand for power, thereby reducing customer usage. These factors include changing customer behaviors, including increased emphasis on energy efficiency measures and utilization of alternative sources of power, rate design that is not driven by economics, which could influence customer behavior, unfavorable economic conditions, reduced new sources of demand, and unpredictable weather patterns.

The combination of costs increasing relatively rapidly and the technologies and behaviors that are reducing energy consumption places upward pressure on the per unit prices that must be charged to recover costs. This upward pressure on unit prices could result in additional efforts by customers to reduce consumption through alternative measures. Without timely cost recovery and the authorization to earn a reasonable return on invested capital, the Company’s liquidity and results of operations could be negatively impacted.
On January 8, 2021, PNM filed the Four Corners Abandonment Application, which seeks NMPRC approval to exit PNM’s 13% share of Four Corners as of December 31, 2024, and issuance of approximately $300 million of energy transition bonds as provided by the ETA. On December 15, 2021, the NMPRC issued a final order denying approval of the Four Corners Abandonment Application and the corresponding request for issuance of securitized financing.On December 22, 2021, PNM filed a Notice of Appeal with the NM Supreme Court of the NMPRC decision to deny the application. PNM’s Statement of Issues was filed with the NM Supreme Court on January 21, 2022. See additional discussion of the ETA and PNM’s Four Corners Abandonment Application in Notes 16 and 17.

On January 29, 2021 PNM filed its 2020 IRP addressing the 20-year planning period, from 2020 through 2040. The plan focuses on a carbon-free electricity portfolio by 2040 that would eliminate coal at the end of 2024. This includes replacing the power from San Juan with a mix of approved carbon-free resources and the plan to exit Four Corners at the end of 2024. The plan highlights the need for additional investments in a diverse set of resources, including renewables to supply carbon-free power, energy storage to balance supply and demand, and efficiency and other demand-side resources to mitigate load growth. See additional discussion regarding PNM’s 2020 IRP filing in Note 17.

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On June 11, 2020, PNM provided notices to the lessors and the NMPRC that PNM will return the leased assets under both its PVNGS Unit 1 and Unit 2 leases upon expiration of the leases in January 2023 and 2024. PNM issued an RFP for replacement power resources on June 25, 2020. On April 2, 2021, PNM filed an application with the NMPRC requesting approval for the decertification and abandonment of 114 MW of leased PVNGS capacity, sale and transfer of related assets, and approval to procure new resources (“PVNGS Leased Interest Abandonment Application”). On April 21, 2021, the NMPRC issued an order stating that issues reserved to a separate proceeding in the NM 2015 Rate Case regarding the decision to permanently disallow recovery of certain future decommissioning costs related to PVNGS Units 1 and 2 shall be addressed in this case and PNM shall file testimony addressing the issue. On July 28, 2021, the hearing examiner issued a recommended decision recommending dismissal of PNM's requests for approval to abandon and decertify the Leased Interest; dismissal of PNM's request for approval to sell and transfer the related assets; and dismissal of PNM's request to create regulatory assets for the associated remaining undepreciated investments, but does not preclude PNM seeking recovery of the costs in a general rate case in which the test year period includes the time period in which PNM incurs such costs. The hearing examiner's recommended decision further provides that PNM's request for replacement and system reliability resources and the decision to permanently disallow recovery of certain future decommissioning costs related to PVNGS Units 1 and 2 should remain within the scope of this case.

On August 25, 2021, the NMPRC issued an order granting portions of the July 28, 2021 recommended decision related to dismissal of PNM's request for approval to abandon and decertify the Leased Interest and dismissal of PNM's request for approval to sell and transfer the related assets. In addition, the order bifurcated the issue of approval for the two PPAs and three battery storage agreements into a separate docket so it may proceed expeditiously. On February 16, 2022, the NMPRC approved the two PPAs and three battery storage agreements. See additional discussion of PNM’s PVNGS Leased Interest Abandonment Application in Notes 17.

An adverse decision regarding PNM’s ability to recover certain PVNGS decommissioning costs and recovery of undepreciated investments at PVNGS and Four Corners, could negatively impact PNM’s financial position, results of operations, and cash flows. Likewise, if the NMPRC does not authorize appropriate recovery of any undepreciated generating resources at the time those resources cease to be used to provide service to New Mexico ratepayers, including required future investments, and does not authorize recovery of the costs of obtaining power to replace those resources, PNM’s financial position, results of operations, and cash flows could be negatively impacted.
The inability to operate generation resources prior to their planned retirement dates, or the NMPRC’s denial, modification or delay of PNM’s applications for replacement resources, would require PNM to obtain power from other sources in order to serve the needs of its customers. There can be no assurance the NMPRC will allow PNM to recover undepreciated investments in retired facilities through rates charged to customers, that adequate sources of replacement power would be available, that adequate transmission capabilities would be available to bring that power into PNM’s service territory, or whether the cost of obtaining those resources would be economical. Any such events would negatively impact PNM’s financial position, results of operations, and cash flows unless the NMPRC authorized the collection from customers of any un-recovered costs related to the retired facilities, as well as costs of obtaining replacement power.

It is also possible that unsatisfactory outcomes of these matters, the financial impact of climate change regulation or legislation, other environmental regulations, the result of litigation, the adequacy and timeliness of cost recovery mechanisms, and other business considerations, could jeopardize the economic viability of certain generating facilities or the ability or willingness of individual participants to continue their participation through the periods currently contemplated in the agreements governing those facilities.

PNM currently recovers the cost of fuel for its generation facilities through its FPPAC. A coal supply contract for SJGS, was set to expire on June 30, 2022, but was extended, subject to FERC acceptance of the amended SJGS participation agreement, through September 30, 2022 with an amendment to the coal supply agreement on February 17, 2022. In December 2013, a new fifteen-year coal supply contract for Four Corners beginning in July 2016 was executed. In connection with its exit from Four Corners discussed, and subject to ultimate approval of its Four Corners Abandonment Application with a successful appeal of its initial denial discussed in Note 17, PNM will be relieved of its obligations under the coal supply agreement after December 31, 2024. The contracts provide for pricing adjustments over their terms based on economic indices. Although PNM believes substantially all costs under coal supply arrangements would continue to be recovered through the FPPAC, there can be no assurance that full recovery will continue to be allowed.

PNMR has counterparty credit risk in connection with financial support that was provided to facilitate the coal supply arrangement for SJGS. Adverse developments from these factors could have a negative impact on the business, financial condition, results of operations, and cash flows of PNM and PNMR.

PNMR has an arrangement with a bank under which the bank has issued $30.3 million of letters of credit in favor of sureties in order for the sureties to post reclamation bonds that are required under the miner’s operating permit. The Company’s financial position, results of operations, and cash flows could be negatively impacted if the current mine operator were to default on its obligations to reclaim the San Juan mine and PNMR is required to perform under the letter of credit support agreement.
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PNMR’s utilities are subject to numerous comprehensive federal, state, tribal, and local environmental laws and regulations, including those related to climate change, which may impose significant compliance costs and may significantly limit or affect their operations and financial results.

Compliance with federal, state, tribal, and local environmental laws and regulations, including those addressing climate change, air quality, CCRs, discharges of wastewater originating from fly ash and bottom ash handling facilities, cooling water, effluent, and other matters, may result in increased capital, operating, and other costs, particularly with regard to enforcement efforts focused on power plant emission control obligations. These costs could include remediation, containment, civil liability, and monitoring expenses. The Company cannot predict how it would be affected if existing environmental laws and regulations were to be repealed, revised, or reinterpreted, or if new environmental laws or regulations were to be adopted. See Note 16 and the Climate Change Issues subsection of the Other Issues Facing the Company section of MD&A.

EPA’s Clean Power Plan, the U.S. participation in the Paris Agreement, and federal GHG reduction measures setting emission guidelines have recently been subject to repeal and removal and remain in a state of uncertainty. Therefore, PNMR is dealing with an uncertain regulatory and policy environment. Under the Biden Administration, EPA and other federal agencies will seek to expand climate change regulations and work to aggressively reduce GHG emissions. Many state agencies, environmental advocacy groups, and other organizations will continue to focus on decarbonization with enhanced attention on GHG from fossil-fueled generation facilities. See discussion above and Note 17, regarding PNM’s abandonment applications and the ETA. PNM currently depends on fossil-fueled generation for a significant portion of its electricity. As discussed under Climate Change Issues, this type of generation could be subject to future EPA or state regulations requiring GHG reductions. The anticipated expansion of federal and state regulations could result in additional operating restrictions on facilities and increased generation and compliance costs.

CCRs from the operation of SJGS are currently being used in the reclamation of a surface coal mine. These CCRs consist of fly ash, bottom ash, and gypsum. Any new regulation that would affect the reclamation process, including any future decision regarding classification of CCRs as hazardous waste, could significantly increase the costs of the disposal of CCRs and the costs of mine reclamation. In addition, PNM would incur additional costs to the extent the rule requires the closure or modification of CCR units at Four Corners or the construction of new CCR units beyond those already anticipated or requires corrective action to address releases from CCR disposal units at the site. See Note 16.

A regulatory body may identify a site requiring environmental cleanup, including cleanup related to catastrophic events such as hurricanes or wildfires, and designate PNM or TNMP as a responsible party. There is also uncertainty in quantifying exposure under environmental laws that impose joint and several liability on all potentially responsible parties. Failure to comply with environmental laws and regulations, even if such non-compliance is caused by factors beyond PNM’s or TNMP’s control, may result in the assessment of civil or criminal penalties and fines.

BART determinations have been made for both SJGS and Four Corners under the program to address regional haze in the “four corners” area. Those determinations require facilities to reduce the levels of visibility-impairing emissions, including NOx. Significant capital expenditures have been made at SJGS and at Four Corners for the installation of control technology, resulting in operating cost increases. The final guidance document for how states are to address the second implementation period (“2nd Planning Period”) of the Regional Haze rule was issued on August 20, 2019. In accordance with that guidance and EPA’s revised regional haze rule, states must submit Regional Haze SIPs by July 2021. NMED is currently preparing its next regional haze SIP and has notified PNM that it will not be required to submit a regional haze four-factor analysis for SJGS since PNM will retire its share of SJGS in 2022. The agency may ask for some documentation of PNM’s plans as the state moves closer to filing their SIP and setting the schedule for hearings on regional haze.

If PNM fails to timely obtain, maintain or comply with any required environmental regulatory approval, operations at affected facilities could be suspended or could subject PNM to additional expenses and potential penalties. Failure to comply with applicable environmental laws and regulations also could result in civil liability arising out of government enforcement actions or private claims. In addition, PNMR and its operating subsidiaries may underestimate the costs of environmental compliance, liabilities, and litigation due to the uncertainty inherent in these matters. Although there is uncertainty about the timing and form of the implementation of EPA’s regulations regarding climate change, CCRs, power plant emissions, changes to the ambient air quality standards, and other environmental issues, the promulgation and implementation of such regulations could have a material impact on operations. The Company is unable to estimate these costs due to the many uncertainties associated with, among other things, the nature and extent of future regulations and changes in existing regulations, including the changes in regulatory policy under the Biden Administration. Timely regulatory recovery of costs associated with any environmental-related regulations would be needed to maintain a strong financial and operational profile. The above factors could adversely affect the Company’s business, financial position, results of operations, and liquidity.


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PNMR, PNM, and TNMP are subject to complex government regulation unrelated to the environment, which may have a negative impact on their businesses, financial position and results of operations.
To operate their businesses, PNMR, PNM, and TNMP are required to have numerous permits and approvals from a variety of regulatory agencies. Regulatory bodies with jurisdiction over the utilities include the NMPRC, NMED, PUCT, TCEQ, ERCOT, FERC, NRC, EPA, and NERC. Oversight by these agencies covers many aspects of the Company’s utility operations including, but not limited to: location, construction, and operation of facilities; the purchase of power under long-term contracts; conditions of service; the issuance of securities; and rates charged to customers. FERC has issued a number of rules pertaining to preventing undue discrimination in transmission services and electric reliability standards. The significant level of regulation imposes restrictions on the operations of the Company and causes the incurrence of substantial compliance costs. PNMR and its subsidiaries are unable to predict the impact on their business and operating results from future actions of any agency regulating the Company. Changes in existing regulations or the adoption of new ones could result in additional expenses and/or changes in business operations. Failure to comply with any applicable rules, regulations or decisions may lead to customer refunds, fines, penalties, and other payments, which could materially and adversely affect the results of operations and financial condition of PNMR and its subsidiaries. 

Operational Risks
Customer electricity usage could be reduced by increases in prices charged and other factors.  This could result in underutilization of PNM’s generating capacity, as well as underutilization of the capacities of PNM’s and TNMP’s transmission and distribution systems.  Should this occur, operating and capital costs might not be fully recovered, and financial performance could be negatively impacted.

A number of factors influence customers’ electricity usage.  These factors include but are not limited to rates charged by PNM and TNMP, rates charged by REPs utilizing TNMP’s facilities to deliver power, energy efficiency initiatives, unusual weather patterns, availability and cost of alternative sources of power, and national, regional, or local economic conditions.

These factors and others may prompt customers to institute additional energy efficiency measures or take other actions that would result in lower energy consumption. If customers bypass or underutilize PNM’s and TNMP’s facilities through self-generation, renewable, or other energy resources, technological change, or other measures, revenues would be negatively impacted.

PNM’s and TNMP’s service territories include several military bases and federally funded national laboratories, as well as large industrial customers that have significant direct and indirect impacts on the local economies where they operate.  The Company does not directly provide service to any of the military bases or national laboratories but does provide service to large industrial customers. The Company’s business could be hurt from the impacts on the local economies associated with these customer groups as well as directly from the large industrial customers for a number of reasons including federally-mandated base closures, significant curtailment of the activities at the bases or national laboratories, and closure of industrial facilities or significant curtailment of their activities.
Another factor that could negatively impact the Company is that proposals are periodically advanced in various localities to municipalize, or otherwise take over PNM’s facilities, which PNM believes would require state legislative or other legal action to implement, or to establish new municipal utilities in areas currently served by PNM.  If any such initiative is successful, the result could be a material reduction in the usage of the facilities, a reduction in rate base, and reduced earnings.

Should any of the above factors result in facilities being underutilized, the Company’s financial position, results of operations, and cash flows could be significantly impacted.

Advances in technology could make electric generating facilities less competitive.

Research and development activities are ongoing for new technologies that produce power or reduce power consumption. These technologies include renewable energy, customer-oriented generation, energy storage, and energy efficiency. PNM generates power at central station power plants to achieve economies of scale and produce power at a cost that is competitive with rates established through the regulatory process. There are distributed generation technologies that produce power, including fuel cells, microturbines, wind turbines, and solar cells, which have become increasingly cost competitive. These advances in technology have reduced the costs of these alternative methods of producing power to a level that is competitive with that of central station power production. In addition, advances made in the capabilities of energy storage have further decreased power production and peak usage through the dispatch of more battery systems. These technological advances have resulted in demand reduction that negatively impact revenue and/or result in underutilized assets that have been built to serve peak usage. In addition, certain federal, state, or local requirements that regulated utilities such as PNM are required to follow could result in third parties being able to provide electricity from similar generation technologies to consumers at prices lower than PNM is able to offer. As these technologies become more cost competitive or can be used by third-parties to supply power at lower prices than PNM is able to offer, PNM’s energy sales and/or regulated returns could be eroded, and the value of its generating facilities could be reduced. Advances in technology could also change the channels
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through which electric customers purchase or use power, which could reduce the Company’s sales and revenues or increase expenses. These advances can also create more uncertainty in load shapes and forecasts, which could have implications for generation and system planning.

Costs of decommissioning, remediation, and restoration of nuclear and fossil-fueled power plants, as well as reclamation of related coal mines, could exceed the estimates of PNMR and PNM as well as the amounts PNM recovers from its ratepayers, which could negatively impact results of operations and liquidity.

PNM has interests in a nuclear power plant, two coal-fired power plants, and several natural gas-fired power plants and is obligated to pay its share of the costs to decommission these facilities. PNM is also obligated to pay for its share of the costs of reclamation of the mines that supply coal to the coal-fired power plants. Likewise, other owners or participants are responsible for their shares of the decommissioning and reclamation obligations and it is important to PNM that those parties fulfill their obligations. Rates charged by PNM to its customers, as approved by the NMPRC, include a provision for recovery of certain costs of decommissioning, remediation, reclamation, and restoration. The NMPRC has established a cap on the amount of costs for the final reclamation of the surface coal mines that may be recovered from customers. PNM records estimated liabilities for its share of the legal obligations for decommissioning and reclamation. These estimates include many assumptions about future events and are inherently imprecise. In the event the costs to decommission the facilities or to reclaim the mines serving the plants exceed current estimates, or if amounts are not approved for recovery by the NMPRC, results of operations could be negatively impacted.

The costs of decommissioning any nuclear power plant are substantial. PNM is responsible for all decommissioning obligations related to its entire interest in PVNGS, including portions under lease both during and after termination of the leases. PNM maintains trust funds designed to provide adequate financial resources for decommissioning PVNGS and for reclamation of the coal mines serving SJGS and Four Corners at the end of their expected lives. However, if the PVNGS units are decommissioned before their planned date or the coal mines are shut down sooner than expected, these funds may prove to be insufficient.

The financial performance of PNMR, PNM, and TNMP may be adversely affected if power plants and transmission and distribution systems do not operate reliably and efficiently.
The Company’s financial performance depends on the successful operation of PNM’s generation assets, as well as the transmission and distribution systems of PNM and TNMP. PNM’s recent abandonment applications for SJGS and Four Corners will increase PNM’s dependency on other generation resources, including renewable resources, gas-fired facilities, and PVNGS, and will reduce PNM’s flexibility in managing those resources. Unscheduled or longer than expected maintenance outages, breakdown or failure of equipment or processes due to aging infrastructure, temporary or permanent shutdowns to achieve environmental compliance, other performance problems with the generation assets, severe weather conditions, accidents and other catastrophic events, acts of war or terrorism, cybersecurity attacks, wildfires, disruptions in the supply, quality, and delivery of fuel and water supplies, and other factors could result in PNM’s load requirements being larger than available system generation capacity. Unplanned outages of generating units and extensions of scheduled outages occur from time to time and are an inherent risk of the Company’s business. If these were to occur, PNM would be required to purchase electricity in either the wholesale market or spot market at the then-current market price. There can be no assurance that sufficient electricity would be available at reasonable prices, or available at all. The failure of transmission or distribution facilities may also affect PNM’s and TNMP’s ability to deliver power. These potential generation, distribution, and transmission problems, and any service interruptions related to them, could result in lost revenues and additional costs.

PNMR, PNM, and TNMP are subject to information security breaches and risks of unauthorized access to their information and operational technology systems as well as physical threats to assets.
The Company faces the risk of physical and cybersecurity attacks, both threatened and actual, against generation facilities, transmission and distribution infrastructure, information technology systems, and network infrastructure, which could negatively impact the ability of the Company to generate, transport, and deliver power, or otherwise operate facilities in the most efficient manner or at all.

The utility industry in which the Company operates is a highly regulated industry that requires the continued operation of sophisticated information technology systems and network infrastructure, some of which are deemed to be critical infrastructure under NERC guidelines. Certain of the Company’s systems are interconnected with external networks. In the regular course of business, the utilities handle a range of sensitive security and customer information. PNM and TNMP are subject to the rules of various agencies and the laws of various states, concerning safeguarding and maintaining the confidentiality of this information. Cyber-attacks regularly occur, and generally are unsuccessful. Those few events that are successful do not generally result in significant or consequential business impacts. However, despite steps the Company may take to detect, mitigate and/or eliminate threats and respond to security incidents, the techniques used by those who wish to obtain unauthorized access, and possibly disable or sabotage systems and/or abscond with information and data, change frequently and the Company may not be able to protect against all such actions.

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In the event that a capable adversary attacks the Company’s computer and operating systems, despite the best efforts of the Company, the generation, transmission, or distribution of electrical services could be degraded or disrupted, customer information, business records, or other sensitive data could be lost, destroyed, or released outside of the Company’s control. Further, the Company’s use of technologies manufactured by third parties may be subject to espionage activities, and cyber-attack of the third party resulting in losses outside of the control of the company. Although the Company has implemented security measures to identify, prevent, detect, respond to, and recover from cyber and physical security events and supply chain disruptions, critical infrastructure, including information and operational technology systems, are vulnerable to disability, failures, or unauthorized access, which could occur as a result of malicious compromise, employee error, and/or employee misconduct or supply compromise.  A successful physical or cybersecurity attack or other similar failure of the systems could impact the reliability of PNM’s generation and PNM’s and TNMP’s transmission and distribution systems, including the possible unauthorized shutdown of facilities. Such an event could lead to disruptions of business operations, including the Company’s ability to generate, transport, and deliver power to serve customers, to bill customers, and to process other financial information. A breach of the Company’s information systems could also lead to the loss and destruction of confidential and proprietary data, personally identifiable information, trade secrets, intellectual property and supplier data, and could disrupt business operations which could harm the Company’s reputation and financial results, as well as potential increased regulatory oversight, litigation, fines, and other remedial action. The costs incurred to investigate and remediate a physical or cybersecurity attack could be significant. A significant physical or cybersecurity attack on the Company’s critical infrastructure could have an adverse impact on the operations, reputation and financial condition of PNMR, PNM, and TNMP.
There are inherent risks in the ownership and operation of nuclear facilities.
PNM has a 10.2% undivided interest in PVNGS, including interests in Units 1 and 2 held under leases. PVNGS represents 12.9% of PNM’s total generating capacity as of December 31, 2021. PVNGS is subject to environmental, health, and financial risks including but not limited to the ability to obtain adequate supplies of nuclear fuel and water, the ability to dispose of spent nuclear fuel, decommissioning of the plant (see above), securing the facilities against possible terrorist attacks, and unscheduled outages due to equipment failures.
The NRC has broad authority under federal law to impose licensing and safety-related requirements for the operation of nuclear generation facilities. Events at nuclear facilities of other operators or which impact the industry generally may lead the NRC to impose additional requirements and regulations on all nuclear generation facilities, including PVNGS. A major incident at a nuclear facility anywhere in the world could cause the NRC to limit or prohibit the operation or licensing of any domestic nuclear unit and to promulgate new regulations that could require significant capital expenditures and/or increase operating costs.
In the event of noncompliance with its requirements, the NRC has the authority to impose a progressively increasing inspection regime that could ultimately result in the shutdown of a unit, civil penalties, or both, depending upon the NRC’s assessment of the severity of the situation, until compliance is achieved. Increased costs resulting from penalties, a heightened level of scrutiny, and/or implementation of plans to achieve compliance with NRC requirements could adversely affect the financial condition, results of operations, and cash flows of PNMR and PNM. Although PNM has no reason to anticipate a serious nuclear incident at PVNGS, if an incident did occur, it could materially and adversely affect PNM’s results of operations and financial condition. 
PNM has external insurance coverage to minimize its financial exposure to some risks. However, it is possible that liabilities associated with nuclear operations could exceed the amount of insurance coverage. See Note 16.

Peak demand for power could exceed forecasted supply capacity, resulting in increased costs for purchasing capacity in the market or building additional generation facilities and/or battery storage facilities.

PNM is obligated to supply power to retail customers. As PNM continues to complete the significant transition in generation resources necessary to achieve 100% carbon emission-free generation by 2040, there are certain potential deliverability and cost risks associated with this transition. These risks are in three main areas, including 1) risk of completion of replacement resources prior to planned generation unit retirements, 2) increasing levels of renewable generation presenting risks of uncertainty and variability that will be further compounded as neighboring systems transition towards increasing levels of renewable resources, and 3) risks for mitigating possible resource volatility through a shrinking energy market.

At peak times, power demand could exceed PNM’s forecasted available generation capacity, particularly if PNM’s power plants are not performing as anticipated and additional resources are not approved as PNM transitions its system to carbon emission-free generation and battery storage. Availability of this technology may create additional strain on the system by adding these additional resources without adequate storage. Additionally, further advances in the technology of renewable resources may need to occur in order to ensure that these resources meet carbon emission-free standards. Competitive market forces or adverse regulatory actions may require PNM to purchase capacity and energy from the market or build additional resources to meet customers’ energy needs in an expedited manner. If that occurs, PNM may see opposition to recovery of these additional costs and could experience a lag between when costs are incurred and when regulators permit recovery in customers’ rates. These situations could have negative impacts on results of operations and cash flows.
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Throughout 2021 and continuing into 2022, PNM provided notices of delays and status updates to the NMPRC for the approved SJGS replacement resource projects. All four project developers have notified PNM that completion of the projects will be delayed and no longer available for most, if any of the 2022 summer peak load period. PNM's existing resources, including available reserves, may be insufficient for 2022 summer peak load reliability considering these delays. PNM has entered into agreements to purchase power from third parties to minimize potential impacts to customers during the 2022 summer peak load period. PNM likely faces the same concerns in the summer of 2023 as a result of delays in the NMPRC approval of replacement resources for the PVNGS leased capacity that expire in January 2023. Prolonged regulatory approval of replacement resources for PVNGS leased capacity, continued delays in replacement resources for SJGS, availability of resources and increased costs for purchasing capacity may negatively impact the results of operations and cash flows. See Note 17.

On May 26, 2021, the NMPRC opened a docket initiating a rulemaking in order to streamline IRP proceedings and allow NMPRC oversight of utility resource procurement practices. On June 7, 2021 the NMPRC issued an Order providing a proposed rule governing IRP and Procurement practices. The proposed rule establishes the NMPRC approval process for the IRP and requirements for the utility to proceed with a Request for Proposal (RFP) for any required resources, which would also be subject to NMPRC and stakeholder oversight and NMPRC approval. The process would require the utility to make available to any stakeholder its modeling and data in order to allow independent alternative analysis of resources, and also provides for the NMPRC to assign an Independent Evaluator at its discretion. PNM and other parties provided comments indicating that the NMPRC lacks authority to impose many of the proposed requirement for both IRP and utility resource procurement practices. The proposed oversight of the procurement process is likely to prevent a utility’s timely acquisition of necessary resources and may inhibit competitive procurement.

Difficulties in obtaining permits and rights-of-way could negatively impact PNM’s results of operations.

PNM’s ability to execute planned operational activities and projects may be inhibited by difficulties in obtaining permits and rights-of-way and other delays. Many of PNM’s transmission and distribution lines cross federal, state, and tribal lands. The Company can experience significant delays in obtaining approvals for new infrastructure, as well as renewals of existing rights-of-way and access for critical maintenance, including vegetation management on these lands. The environmental regulations governing siting and permitting on federal, state, and tribal lands are complex, involve multiple agencies, and include a public process. Any of these risk factors could result in higher costs, delays, or the inability to complete planned projects.

General Economic and Weather Risks
The outbreak of COVID-19 and its impact on business and economic conditions could negatively affect the Company's business, results of operations, financial condition, cash flows, and the trading value of PNMR's common stock and the Company's debt securities.

The scale and scope of the ongoing COVID-19 outbreak, the resulting global pandemic, and the impact on the economy and financial markets could adversely affect the Company’s business, results of operations, financial condition, cash flows, and access to the capital markets. The Company provides critical electric services and has implemented business continuity and emergency response plans to continue to provide these services to its customers and to support the Company’s operations. The Company is also working to ensure the health and safety of its employees is not compromised. These measures include precautions with regard to employee and facility hygiene, travel limitations, allowing certain employees to continue to work remotely whenever possible, and protocols for required work within customer premises to protect our employees, customers and the public. We are also working with our suppliers to understand and mitigate the potential impacts to our supply chain and have taken steps to ensure the integrity of our information systems.

However, there is no assurance that the continued spread of COVID-19 and efforts to contain the virus will not adversely impact our business, results of operations, financial condition, cash flows, ability to access the capital markets, and the trading value of the Company's common stock and debt securities. The continued spread of COVID-19 and related efforts to contain the virus could adversely impact the Company by:

reducing usage and/or demand for electricity by our customers in New Mexico and Texas;
reducing the availability and productivity of our employees;
increasing costs as a result of our emergency measures, including costs to ensure the safety of our employees, security of our information systems and delayed payments from our customers and uncollectable accounts;
causing delays and disruptions in the availability of and timely delivery of materials and components used in our operations;
causing delays and disruptions in the supply chain resulting in disruptions in the commercial operation dates of certain projects;
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causing a deterioration in the credit quality of our counterparties, including power purchase agreement providers, contractors or retail customers, that could result in credit losses;
causing impairments of goodwill or long-lived assets and adversely impacting the Company’s ability to develop, construct and operate facilities;
impacting the Company’s ability to meet the requirements of the covenants in our existing credit facilities, including covenants regarding debt to capitalization;
causing a deterioration in our financial metrics or the business environment that impacts our credit ratings;
decreasing the value of our investment securities held in trusts for pension and other postretirement benefits, and for nuclear decommissioning and coal mine reclamation, which could lead to increased funding requirements;
impacting our liquidity position and cost of and ability to access funds from financial institutions and capital markets;
receiving unfavorable regulatory treatment in recovery of bad debt expense incurred during the Governor of New Mexico’s emergency executive order; and
causing other unpredictable events.

General economic conditions of the nation and/or specific areas can affect the Company’s customers and suppliers. Economic recession or downturn may result in decreased consumption by customers and increased bad debt expense, and could also negatively impact suppliers, all of which could negatively affect the Company.

Economic activity in the service territories of PNMR subsidiaries is a key factor in their performance. Decreased economic activity can lead to declines in energy consumption, which could adversely affect future revenues, earnings, and growth.  Higher unemployment rates, both in the Company’s service territories and nationwide, could result in commercial customers ceasing operations and lower levels of income for residential customers. These customers might then be unable to pay their bills on time, which could increase bad debt expense and negatively impact results of operations and cash flows. Economic conditions also impact the supply and/or cost of commodities and materials needed to construct or acquire utility assets or make necessary repairs.
The operating results of PNMR and its operating subsidiaries are seasonal and are affected by weather conditions, including regional drought.
Electric generation, transmission, and distribution are generally seasonal businesses that vary with the demand for power. With power consumption typically peaking during the hot summer months, revenues traditionally peak during that period. As a result, quarterly operating results of PNMR and its operating subsidiaries vary throughout the year. In addition, PNMR and its operating subsidiaries have historically had lower revenues resulting in lower earnings when weather conditions are milder. Unusually mild weather in the future could reduce the revenues, net earnings, and cash flows of the Company.
Drought conditions in New Mexico, especially in the “four corners” region, where SJGS and Four Corners are located, may affect the water supply for PNM’s generating plants.  If inadequate precipitation occurs in the watershed that supplies that region, PNM may have to decrease generation at these plants. This would require PNM to purchase power to serve customers and/or reduce the ability to sell excess power on the wholesale market and reduce revenues. Drought conditions or actions taken by the court system, regulators, or legislators could limit PNM’s supply of water, which would adversely impact PNM’s business. Although SJGS and Four Corners participate in voluntary shortage sharing agreements with tribes and other water users in the “four corners” region, PNM cannot be certain these contracts will be enforceable in the event of a major drought or that it will be able to renew these contracts in the future.
TNMP’s service areas are exposed to extreme weather, including high winds, drought, flooding, ice storms, and periodic hurricanes. Extreme weather conditions, particularly high winds and severe thunderstorms, also occur periodically in PNM’s service areas. These severe weather events can physically damage facilities owned by TNMP and PNM. Any such occurrence both disrupts the ability to deliver energy and increases costs. Extreme weather can also reduce customers’ usage and demand for energy or could result in the Company incurring obligations to third parties related to such events. These factors could negatively impact results of operations and cash flows.
As discussed in Note 16, in February 2021, Texas experienced a severe winter storm delivering the coldest temperatures in 100 years for many parts of the state. ERCOT declared its highest state of emergency, an Emergency Energy Alert Level 3 (EEA3), due to exceptionally high electric demand exceeding supply amid the arctic temperatures. Ultimately, the ERCOT market was not able to deliver sufficient generation load to the grid resulting in significant, statewide outages as ERCOT directed transmission operators to curtail thousands of firm load megawatts. In response to the severe winter weather, the Governor of Texas issued a Declaration of a State of Disaster for all counties in Texas. Additionally, to assist in the recovery from the emergency conditions, the PUCT issued an order that placed a temporary moratorium on customer disconnections due to non-payment for transmission and distribution utilities that ended in June 2021. Consequently, the duration of the severe winter storm and high energy costs posed a financial hardship to REPs in the ERCOT region. The Texas Attorney General issued civil investigation demands to ERCOT and 11 power companies in Texas related to power outages, emergency plans, energy pricing and other factors associated with the severe weather storm. While TNMP has regulatory authorization to defer bad debt expense from REPs to a regulatory asset and seek recovery in a future general rate case, it intends to fully cooperate with all regulatory directives and inquiries made by the PUCT, the Texas Attorney General, and any other regulatory agencies. Various market participants, including TNMP, have been named as defendants in lawsuits relating to the February 2021 winter
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weather power outages. As a transmission and distribution utility operating during that weather event, TNMP could be named in additional suits.
The impact of wildfires could negatively affect PNM’s and TNMP’s results of operations.

PNM and TNMP have large networks of electric transmission and distribution facilities. Weather conditions in the U.S. Southwest region and Texas vary and could contribute to wildfires in or near PNM’s and TNMP’s service territories. PNM and TNMP take proactive steps to mitigate wildfire risk. However, wildfire risk is always present and PNM and TNMP could be held liable for damages incurred as a result of wildfires caused, or allegedly caused, by their transmission and distribution systems. In addition, wildfires could cause damage to PNM’s and TNMP’s assets that could result in loss of service to customers or make it difficult to supply power in sufficient quantities to meet customer needs. These events could have negative impacts on the Company’s financial position, results of operations, and cash flows.
Risks Relating to the Proposed Merger with Avangrid

There is no assurance when or if the proposed Merger will be completed.

Completion of the proposed Merger is subject to the satisfaction or waiver of a number of conditions as set forth in the Merger Agreement, including regulatory approval and other customary closing conditions. There can be no assurance that the conditions to completion of the proposed Merger will be satisfied or waived or that other events will not intervene to delay or result in the failure to close the proposed Merger. In particular, as discussed in more detail below, the NMPRC issued a negative ruling on the merger in December 2021 and in January 2022 PNMR filed a notice of appeal with the New Mexico Supreme Court. At this time PNMR and Avangrid amended the Merger Agreement to extend the End Date to April 20, 2023. It is not possible at this time to predict if or when the merger will receive the required approval from the NMPRC.

In addition, each of Avangrid and PNMR may unilaterally terminate the Merger Agreement under certain circumstances, and Avangrid and PNMR may agree at any time to terminate the Merger Agreement, even though PNMR shareholders have already approved the Merger Agreement.

Avangrid and PNMR may be unable to obtain the regulatory approvals required to complete the proposed Merger.

In addition to other conditions set forth in the Merger Agreement, completion of the proposed Merger is conditioned upon the receipt of various state and U.S. federal regulatory approvals, including, but not limited to, approval by NMPRC, PUCT, FERC, NRC and the FCC. Avangrid and PNMR have made various filings and submissions and will pursue all required consents, orders and approvals in accordance with the Merger Agreement. In March 2021, PNMR and Avangrid received FCC approval of the transfer of operating licenses related to the Merger. In April 2021, FERC issued an order authorizing the Merger. In May 2021 the PUCT issued an order authorizing the Merger and the NRC approved the Merger. On December 8, 2021 the NMPRC issued an order rejecting the amended stipulation reached by the parties, see Note 17. On January 3, 2022, PNMR and Avangrid filed a notice of appeal with the NM Supreme Court, and PNM filed its Statement of Issues with the NM Supreme Court on February 2, 2022. In light of the NMPRC December 8, 2021 ruling, on January 3, 2022, PNMR, Avangrid and Merger Sub entered into an Amendment to the Merger Agreement pursuant to which PNMR and Avangrid each agreed to extend the End Date to April 20, 2023. As a result of the delay in closing the Merger due to the need to obtain NMPRC approval, PNMR and Avangrid will be required to make a new filing under the HSR Act and requested extensions of the previously granted approvals from the FCC and NRC. No additional filings will be required with CFIUS, FERC or the PUCT. These consents, orders and approvals may impose requirements, limitations or costs or place restrictions, and if such consents, orders and approvals require an extended period of time to be obtained, such extended period of time could increase the chance that an event occurs that constitutes a material adverse effect with respect to PNMR and thereby may allow Avangrid not to complete the proposed Merger. Such extended period of time also may increase the chance that other adverse effects with respect to PNMR could occur, such as the loss of key personnel. Further, no assurance can be given that the required consents, orders and approvals will be obtained or that the required conditions to closing will be satisfied.

The announcement and pendency of the proposed Merger, during which PNMR is subject to certain operating restrictions, could have an adverse effect on PNMR’s businesses, results of operations, financial condition or cash flows and our ability to access the capital markets.

The announcement and pendency of the proposed Merger could disrupt PNMR’s businesses, and uncertainty about the effect of the Merger may have an adverse effect on PNMR. These uncertainties could disrupt the business of PNMR and cause suppliers, vendors, partners and others that deal with PNMR to defer entering into contracts with PNMR or making other decisions concerning PNMR or seek to change or cancel existing business relationships with PNMR. In addition, PNMR’s employees may experience uncertainty regarding their roles after the Merger. For example, employees may depart either before the completion of the Merger because of such uncertainty and issues relating to the difficulty of coordination or a desire not to remain following the Merger; and the pendency of the Merger may adversely affect PNMR’s ability to retain, recruit and motivate key personnel. Additionally, the Merger requires PNMR to obtain Avangrid’s consent prior to taking certain specified actions while the Merger is pending. These restrictions may prevent PNMR from pursuing otherwise attractive business
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opportunities or other capital structure alternatives and making other changes to its business or executing certain of its business strategies prior to the completion of the Merger. Further, the Merger may impact our ability to access the capital markets and could give rise to potential liabilities, including as a result of future shareholder lawsuits relating to the Merger. Any of these matters could adversely affect the businesses of, or harm the results of operations, financial condition or cash flows of PNMR.

PNMR will incur substantial transaction fees and costs in connection with the proposed Merger.

PNMR has incurred and expects to incur additional material non-recurring expenses in connection with the proposed Merger and completion of the transactions contemplated by the Merger Agreement. Further, even if the proposed Merger is not completed, PNMR will need to continue to pay certain costs relating to the proposed Merger incurred prior to the date the proposed Merger was abandoned, such as legal, accounting, financial advisory, filing and printing fees.

The termination of the Merger Agreement could negatively impact PNMR.

If the Merger is not completed for any reason, the ongoing businesses of PNMR may be adversely affected and, without realizing any of the anticipated benefits of having completed the Merger, PNMR would be subject to a number of risks, including the following:

PNMR may experience negative reactions from the financial markets, including a decline of its stock price (which may reflect a market assumption that the Merger will be completed);
PNMR may experience negative reactions from its customers, regulators and employees;
PNMR may be required to pay certain costs relating to the Merger, whether or not the Merger is completed; and
Matters relating to the Merger will have required substantial commitments of time and resources by PNMR management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to PNMR as an independent company.

If the Merger Agreement is terminated and the Board seeks another merger, business combination or other transaction, PNMR shareholders cannot be certain that PNMR will be able to find a party willing to offer equivalent or more attractive consideration than the consideration PNMR shareholders would receive in the Merger.

The Merger Agreement contains provisions that prevent a potential alternative acquirer that might be willing to pay more to acquire PNMR.

The Merger Agreement contains customary “no shop” provisions which state that we will not solicit or facilitate proposals regarding a merger or similar transaction with another party while the Merger Agreement is in effect. In January 2022, the End Date in the Merger Agreement was extended to April 20, 2023. These provisions prevent a potential third-party acquirer from considering or proposing an alternative acquisition, even if it were prepared to pay consideration with a higher value than that proposed to be paid in the Merger.
Financial Risks
PNMR may be unable to meet its ongoing and future financial obligations and to pay dividends on its common stock if its subsidiaries are unable to pay dividends or distributions to PNMR.
PNMR is a holding company and has no operations of its own. PNMR’s ability to meet its financial obligations and to pay dividends on its common stock primarily depends on the net earnings and cash flows of PNM and TNMP and their capacity to pay upstream dividends or distributions. Prior to providing funds to PNMR, PNM and TNMP have financial and regulatory obligations that must be satisfied, including among others, debt service and, in the case of PNM, preferred stock dividends.
The NMPRC has placed certain restrictions on the ability of PNM to pay dividends to PNMR, including that PNM cannot pay dividends that cause its debt rating to fall below investment grade. The NMPRC has also restricted PNM from paying dividends in any year, as determined on a rolling four-quarter basis, in excess of net earnings without prior NMPRC approval. PNM is permitted to pay dividends to PNMR from prior equity contributions made by PNMR. Additionally, PNMR’s financing agreements generally include a covenant to maintain a debt-to-capitalization ratio that does not exceed $73.070%, and PNM and TNMP’s financing arrangements generally include a covenant to maintain debt-to-capitalization ratios that do not exceed 65%. PNM also has various financial covenants that limit the transfer of assets, through dividends or other means and the Federal Power Act imposes certain restrictions on dividends paid by public utilities, including that dividends cannot be paid from paid-in capital.
Further, the ability of PNMR to declare dividends depends upon the extent to which cash flows will support dividends, the Company’s financial circumstances and performance, economic conditions in the U.S. and in the Company’s service areas, future growth plans and the related capital requirements, and other business considerations. Declaration of dividends may also be affected by decisions of the NMPRC, FERC, and PUCT in various regulatory cases currently pending or that may be docketed in the future, including the outcome of appeals of those decisions, conditions imposed by the NMPRC, PUCT, or Federal Power Act, and the effect of federal regulatory decisions and legislative acts.
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Disruption in the credit and capital markets may impact the Company’s strategy and ability to raise capital.
As discussed in MD&A – Liquidity and Capital Resources, PNMR and its subsidiaries rely on access to both short-term and longer-term capital markets as sources of liquidity for any capital requirements not satisfied by cash flow from operations. In general, the Company relies on its short-term credit facilities as the initial source to finance construction expenditures. This results in increased borrowings under the facilities over time. The Company is currently projecting total construction expenditures for the years 2022-2026 to be $4.2 billion. If PNMR or its operating subsidiaries are not able to access capital at competitive rates, or at all, PNMR’s ability to finance capital requirements and implement its strategy will be limited. Disruptions in the credit markets, which could negatively impact the Company’s access to capital, could be caused by an economic recession, declines in the health of the banking sector generally or the failure of specific banks who are parties to the Company’s credit facilities, deterioration in the overall health of the utility industry, the bankruptcy of an unrelated energy company, war, terrorist attacks, cybersecurity attacks, or threatened attacks.
If the Company’s cash flow and credit and capital resources are insufficient to fund capital expenditure plans, the Company may be forced to delay important capital investments, sell assets, seek additional equity or debt capital, or restructure debt. In addition, insufficient cash flows and capital resources may result in reductions of credit ratings. This could negatively impact the Company’s ability to incur additional indebtedness on acceptable terms and would result in an increase in the interest rates applicable under the Company’s credit facilities. The Company’s cash flow and capital resources may be insufficient to pay interest and principal on debt in the future. If that should occur, the Company’s capital raising or debt restructuring measures may be unsuccessful or inadequate to meet scheduled debt service obligations. This could cause the Company to default on its obligations and further impair liquidity.
Reduction in credit ratings or changing rating agency requirements could materially and adversely affect the Company’s growth, strategy, business, financial position, results of operations, and liquidity.
PNMR, PNM, and TNMP cannot be sure that any of their current credit ratings will remain in effect for any given period of time or that a rating will not be put under review for a downgrade, lowered, or withdrawn entirely by a rating agency. As discussed in MD&A - Liquidity and Capital Resources, all of PNMR, PNM, and TNMP debt ratings are investments grade. Downgrades or changing requirements could result in increased borrowing costs due to higher interest rates on current borrowings or future financings, a smaller potential pool of investors, and decreased funding sources. Such conditions also could require the provision of additional support in the form of letters of credit and cash or other collateral to various counterparties.

Declines in values of marketable securities held in trust funds for pension and other postretirement benefits and in the NDT and coal mine reclamation trusts could result in sustained increases in costs and funding requirements for those obligations, which may affect operational results.

The pension plans’ targeted asset allocation is 50% liability matching fixed and 50% return generating income, which includes alternative income. The Company uses a strategy, known as Liability Driven Investing, which seeks to select investments that match the liabilities of the pension plans. The OPEB plans generally use the same pension fixed income and equity investment managers and utilize the same overall investment strategy as the pension plans, except there is no allocation to alternative investments and the OPEB plans have a target asset allocation of 30% equities and 70% fixed income.

The NDT investment portfolio maintains a target of 80% fixed income and 20% equity securities. The current asset allocation exposes the NDT investment portfolio to market and macroeconomic factors. Declines in market values could result in increased funding of the trusts, the recognition of losses as impairments for the NDT and coal mine reclamation trusts, and additional expense for the benefit plans. In addition, a change in GAAP required that all changes in the fair value of equity securities recorded on the Company’s balance sheet be reflected in earnings, which results in increased volatility in earnings.

Impairments of goodwill and long-lived assets of PNMR, PNM, and TNMP could adversely affect the Company’s business, financial position, liquidity, and results of operations.
The Company annually evaluates recorded goodwill for impairment. See Note 1 and the Critical Accounting Policies and Estimates section of MD&A. Long-lived assets are also assessed whenever indicators of impairment exist. Factors that affect the long-term value of these assets, including treatment by regulators in ratemaking proceedings, as well as other economic and market conditions, could result in impairments. Significant impairments could adversely affect the Company’s business, financial position, liquidity, and results of operations.

PNM’s PVNGS leases describe certain events, including “Events of Loss” and “Deemed Loss Events”, the occurrence of which could require PNM to take ownership of the underlying assets and pay the lessors for the assets.
The “Events of Loss” generally relate to casualties, accidents, and other events at PVNGS, including the occurrence of specified nuclear events, which would severely adversely affect the ability of the operating agent, APS, to operate, and the ability of PNM to earn a return on its interests in PVNGS.  The “Deemed Loss Events” consist primarily of legal and regulatory
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changes (such as issuance by the NRC of specified violation orders, changes in law making the sale and leaseback transactions illegal, or changes in law making the lessors liable for nuclear decommissioning obligations). PNM believes that the probability of such “Events of Loss” or “Deemed Loss Events” occurring is remote for the following reasons: (1) to a large extent, prevention of “Events of Loss” and some “Deemed Loss Events” is within the control of the PVNGS participants through the general PVNGS operational and safety oversight process; and (2) other “Deemed Loss Events” would involve a significant change in current law and policy. PNM is unaware of any proposals pending or being considered for introduction in Congress, or in any state legislative or regulatory body that, if adopted, would cause any of those events. Furthermore, the NRC places restrictions on the ownership of nuclear generating facilities. These restrictions could limit the transfer of ownership of the assets underlying all or a portion of its current leased interests in PVNGS. PNM and SRP entered into an Asset Purchase and Sale Agreement, pursuant to which PNM agreed to sell to SRP certain PNM-owned assets and nuclear fuel necessary to the ongoing operation and maintenance of leased capacity in PVNGS Unit 1 and Unit 2, which SRP has agreed to acquire from the lessors upon termination of the existing leases. The proposed transaction between PNM and SRP has been approved by the NRC for the transfer of the associated possessory licenses at the end of the term of each of the respective leases. If the proposed transaction is not consummated, PNM may be required to retain all or a portion of its currently leased capacity in PVNGS or be exposed to other claims for damages by the lessors. See Note 8. If these events were to occur, there is no assurance PNM would be provided cost recovery from customers.

The impacts and implementation of U.S. tax reform legislation may negatively impact PNMR’s, PNM’s, and TNMP’s businesses, financial position, results of operations, and cash flows.

On December 22, 2017, comprehensive changes in U.S. federal income taxes were enacted through legislation commonly known as the Tax Cuts and Jobs Act (the “Tax Act”). Among other things, the Tax Act reduced the federal corporate income tax rate from 35% to 21% effective January 1, 2018, eliminated federal bonus depreciation for utilities, and limited interest deductibility for non-utility business activities and the deductibility of certain officer compensation. During 2018, the IRS issued additional guidance related to certain officer compensation and proposed regulations on interest deductibility that provided a 10% “de minimis” exception allowing entities with predominantly regulated activities to fully deduct interest expenses. In addition, the IRS issued proposed regulations interpreting Tax Act amendments to depreciation provisions of the IRC that allowed the Company to claim a bonus depreciation deduction on certain construction projects placed in service subsequent to the third quarter of 2017.

The Company believes that the impacts of the Tax Act will not significantly impact the future earnings of regulated activities due to the ratemaking process. However, cash flows will be reduced in the near term due to less cash being received from customer billings as the benefits of the reduced corporate income tax are passed on to ratepayers, but without a corresponding reduction in income taxes paid due to the Company having a net operating loss carryforward for income taxes purposes. In addition, the income tax benefit of net losses for the unregulated activities of PNMR will be negatively impacted by the reduced rate.

It is possible that the Biden administration and Congress will make changes to provisions of the Tax Act or other tax laws. In addition, further changes to U.S. Treasury regulations, IRS interpretations of the current provisions of the Tax Act, and actions by the NMPRC, PUCT, and FERC could cause the Company’s expectations of the impacts of the Tax Act to change. Any such changes could adversely affect the Company’s financial position, results of operations, and cash flows.

Governance Risks
Provisions of PNMR’s organizational documents, as well as several other statutory and regulatory factors, will limit another party’s ability to acquire PNMR and could deprive PNMR’s shareholders of the opportunity to receive a takeover premium for shares of PNMR’s common stock.
PNMR’s restated articles of incorporation and by-laws include a number of provisions that may have the effect of discouraging persons from acquiring large blocks of PNMR’s common stock or delaying or preventing a change in control of PNMR. The material provisions that may have such an effect include:
Authorization for the Board to issue PNMR’s preferred stock in series and to fix rights and preferences of the series (including, among other things, voting rights and preferences with respect to dividends and other matters)
Advance notice procedures with respect to any proposal other than those adopted or recommended by the Board
Provisions specifying that only a majority of the Board, the chairman of the Board, the chief executive officer, or holders of at least one-tenth of all of PNMR’s shares entitled to vote may call a special meeting of shareholders
Under the New Mexico Public Utility Act, NMPRC approval is required for certain transactions that may result in PNMR’s change in control or exercise of control, including ownership of 10% or more of PNMR’s voting stock. PUCT approval is required for changes to the ownership of TNMP or its parent and certain other transactions relating to TNMP. Certain acquisitions of PNMR’s outstanding voting securities also require FERC approval.

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ITEM 1B. UNRESOLVED STAFF COMMENTS
None.

ITEM 2.PROPERTIES

PNMR

The significant properties owned by PNMR include those owned by PNM and TNMP and are disclosed below.

PNM

See Sources of Power in Part I, Item. 1 Business above for information on PNM’s owned and leased capacity in electric generating stations. As of December 31, 2021, PNM owned, or jointly owned, 3,426 miles of electric transmission lines, 5,751 miles of distribution overhead lines, 5,765 miles of underground distribution lines (excluding street lighting), and 250 substations. PNM’s electric transmission and distribution lines are generally located within easements and rights-of-way on public, private, and Native American lands. PNM owns and leases interests in PVNGS Units 1 and 2 and related property, communication, office and other equipment, office space, vehicles, and real estate. PNM also owns service and office facilities throughout its service territory. See Note 8 for additional information concerning leases.

TNMP

TNMP’s facilities consist primarily of transmission and distribution facilities located in its service areas. TNMP also owns and leases vehicles, service facilities, and office locations throughout its service territory. As of December 31, 2021, TNMP owned 983 miles of overhead electric transmission lines, 7,297 miles of overhead distribution lines, 1,408 miles of underground distribution lines, and 113 substations. Substantially all of TNMP’s property is pledged to secure its first mortgage bonds. See Note 7.

ITEM 3.LEGAL PROCEEDINGS

See Note 16 and Note 17 for information related to the following matters for PNMR, PNM, and TNMP, incorporated in this item by reference.

Note 16

Cooling Water Intake Structures
•    Santa Fe Generating Station
•    San Juan River Adjudication
•    Navajo Nation Allottee Matters

Note 17

PNMR– Merger Regulatory Proceedings
PNM – 2020 Decoupling
PNM – 2020 Integrated Resource Plans
PNM – SJGS Abandonment Application
PNM – Four Corners Abandonment Application
PNM – PVNGS Leased Interest Abandonment Application
PNM – FERC Compliance
TNMP – Transmission Cost of Service Rates

ITEM 4.MINE SAFETY DISCLOSURES

Not Applicable.

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SUPPLEMENTAL ITEM – INFORMATION ABOUT EXECUTIVE OFFICERS OF PNM RESOURCES, INC.
All officers are elected annually by the Board of PNMR. Executive officers, their ages as of February 18, 2022 and offices held with PNMR for the past five years are as follows:
NameAgeOfficeInitial Effective Date
P. K. Collawn63Chairman, President, and Chief Executive OfficerJanuary 2012
J. D. Tarry51Senior Vice President and Chief Financial OfficerJanuary 2020
Vice President, Controller and TreasurerSeptember 2018
Vice President, Finance and ControllerFebruary 2017
Vice President, Corporate Controller, and Chief Information OfficerApril 2015
C. N. Eldred
68Executive Vice President, Corporate Development and FinanceJanuary 2020
Executive Vice President and Chief Financial OfficerJuly 2007
P. V. Apodaca70Senior Vice President, General Counsel, and SecretaryJanuary 2010
R. N. Darnell64Senior Vice President, Public PolicyJanuary 2012
C. M. Olson64Senior Vice President, Utility OperationsFebruary 2018
Vice President, Utility OperationsDecember 2016

PART II
ITEM 5.MARKET FOR PNMR’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

PNMR’s common stock is traded on the New York Stock Exchange under the symbol “PNM”.
Dividends on PNMR’s common stock are declared by its Board. The timing of the declaration of dividends is dependent on the timing of meetings and other actions of the Board. This has historically resulted in dividends considered to be attributable to the second quarter of each year being declared through actions of the Board during the third quarter of the year. The Board declared dividends on common stock considered to be for the second quarter of $0.3275 per share in July 2021 and $0.3075 per share in July 2020. The Board declared dividends on common stock considered to be for the third quarter of $0.3275 per share in September 2021 and $0.3075 per share in September 2020. In February 2022, the Board increased the quarterly dividend from $0.3275 to $0.3475 per share and in December 2020 the Board increased the quarterly dividend from $0.3075 to $0.3275 per share. PNMR targets a long-term dividend payout ratio of 55% of ongoing earnings, which is a non-GAAP financial measure, that excludes from GAAP earnings certain non-recurring, infrequent, and other items that are not indicative of fundamental changes in the earnings capacity of the Company’s operations. PNMR uses ongoing earnings to evaluate the operations of the Company and to establish goals, including those used for certain aspects of incentive compensation, for management and employees.
On February 18, 2022, there were 7,513 holders of record of PNMR’s common stock. All of the outstanding common stock of PNM and TNMP is held by PNMR.

As discussed in Note 7, in January 2020, PNMR completed an equity offering of approximately 6.2 million shares of common stock. In lieu of issuing equity at the time of the offering, PNMR entered into forward sale agreements with certain forward counterparties. On December 15, 2020 PNMR physically settled all shares under the PNMR 2020 Forward Equity Sale Agreements by issuing 6.2 million shares to the forward purchasers at a price of $45.805 per share, aggregating net proceeds of $283.1 million.

All of PNM’s and TNMP’s common stock is owned by PNMR and is not listed for trading on any stock exchange. See Note 6 for a discussion on limitations on the payments of dividends and the payment of future dividends, as well as dividends paid by PNM and TNMP.

See Part III, Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Preferred Stock

As of December 31, 2021, PNM has 115,293 shares of cumulative preferred stock outstanding. PNM is not aware of any active trading market for its cumulative preferred stock. Quarterly cash dividends were paid on PNM’s outstanding cumulative preferred stock at the stated rates during 2021 and 2020. PNMR and TNMP do not have any preferred stock outstanding.

Sales of Unregistered Securities

None.

ITEM 6.    [RESERVED]
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ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations for PNMR is presented on a combined basis, including certain information applicable to PNM and TNMP. This report uses the term “Company” when discussing matters of common applicability to PNMR, PNM, and TNMP. The MD&A for PNM and TNMP is presented as permitted by Form 10-K General Instruction I (2) as amended by the FAST Act. For additional information related to the earliest of the two years presented please refer to the Company’s 2020 Annual Report on Form 10-K. A reference to a “Note” in this Item 7 refers to the accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, unless otherwise specified. Certain of the tables below may not appear visually accurate due to rounding.

MD&A FOR PNMR
EXECUTIVE SUMMARY
Overview and Strategy
PNMR is a holding company with two regulated utilities serving approximately 806,000 residential, commercial, and industrial customers and end-users of electricity in New Mexico and Texas. PNMR’s electric utilities are PNM and TNMP. PNMR strives to create a clean and bright energy future for customers, communities, and shareholders. PNMR’s strategy and decision-making are focused on safely providing reliable, affordable, and environmentally responsible power built on a foundation of Environmental, Social and Governance (ESG) principles.

Recent Developments

Merger

On October 20, 2020, PNMR, Avangrid and Merger Sub entered into the Merger Agreement pursuant to which Merger Sub will merge with and into PNMR, with PNMR surviving the Merger as a wholly-owned subsidiary of Avangrid. The proposed Merger has been unanimously approved by the Boards of Directors of PNMR, Avangrid and Merger Sub and approved by PNMR shareholders at the Special Meeting of Shareholders held on February 12, 2021.

Pursuant to the Merger Agreement, each issued and outstanding share of the common stock of PNMR (other than (i) the issued shares of PNMR common stock that are owned by Avangrid, Merger Sub, PNMR or any wholly-owned subsidiary of Avangrid or PNMR, which will be automatically cancelled at the Effective Time and (ii) shares of PNMR common stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of, or consented in writing to, the Merger who is entitled to, and who has demanded, payment for fair value of such shares) at the Effective Time will be converted into the right to receive $50.30 in cash.

The Merger Agreement provided that it may be terminated if the Effective Time shall not have occurred by the End Date; however,either PNMR or Avangrid could extend the End Date to April 20, 2022 if all conditions to closing have been satisfied other than the obtaining of all required regulatory approvals. On December 8, 2021, the NMPRC issued an order rejecting the stipulation agreement relating to the Merger and the approval of the Merger from the NMPRC has not yet been obtained.

In light of the NMPRC ruling, on January 3, 2022, PNMR, Avangrid and Merger Sub entered into an Amendment to the Merger Agreement pursuant to which PNMR and Avangrid each agreed to extend the End Date to April 20, 2023. The parties acknowledge in the Amendment that the required regulatory approval from the NMPRC has not been obtained and that the parties have reasonably determined that such outstanding approval will not be obtained by April 20, 2022. As amended, the Merger Agreement may be terminated by each of PNMR and Avangrid under certain circumstances, including if the Merger is not consummated by April 20, 2023.

With respect to the NMPRC proceedings, on April 20, 2021, the Joint Applicants, the NMAG, WRA, the International Brotherhood of Electrical Workers Local 611, Dine, Nava Education Project, the San Juan Citizens Alliance and To Nizhoni Ani, had entered into a stipulation and agreement in the Joint Application for approval of Merger pending before the NMPRC. Subsequently, CCAE, Onward Energy Holdings LLC, Walmart Inc., Interwest Energy Alliance, M-S-R Power and the Incorporated County of Los Alamos joined an amended stipulation. An evidentiary hearing was held in August 2021. On November 1, 2021, a Certification of Stipulation was issued by the hearing examiner, which recommended against approval of the amended stipulation. On December 8, 2021, the NMPRC issued an order adopting the Certification of Stipulation, rejecting the amended stipulation reached by the parties. On January 3, 2022, PNMR and Avangrid filed a notice of appeal with the NM Supreme Court. On February 2, 2022, PNMR and Avangrid filed a statement of issues outlining the argument for appeal.

With respect to other regulatory proceedings related to the Merger, in January 2021, the FTC notified PNMR and Avangrid that early termination of the waiting period under the HSR Act in connection with the Merger was granted. In February 2021, CFIUS completed its review of the Merger and concluded that there are no unresolved national security concerns with respect to the Merger. In March 2021, PNMR and Avangrid received FCC approval of the transfer of operating
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licenses related to the Merger. In April 2021, FERC issued an order authorizing the Merger. In May 2021, the PUCT issued an order authorizing the Merger, and the NRC approved the Merger. As a result of the delay in closing of the Merger due to the need to obtain NMPRC approval, PNMR and Avangrid are required to make a new filing under the HSR Act and request extensions of approvals previously received from the FCC and NRC. On February 9, 2022, the request for extension was filed with the NRC. On February 24, 2022, the requests for a 180-day extension were granted by the FCC. No additional filings will be required with CFIUS, FERC or the PUCT.

Consummation of the Merger remains subject to the satisfaction or waiver of certain customary closing conditions, including, without limitation, the absence of any material adverse effect on PNMR, the receipt of required regulatory approval from the NMPRC, and the agreements relating to the divestiture of Four Corners being in full force and effect and all applicable regulatory filings associated therewith being made. The agreement relating to the divestiture of Four Corners has been entered into and is in full force and effect and related filings have been made with the NMPRC.

EIM

On April 1, 2021, PNM joined and began participating in the EIM. The EIM is a real-time wholesale energy trading market operated by the CAISO that enables participating electric utilities to buy and sell energy. The EIM aggregates the variability of electricity generation and load for multiple balancing authority areas and utility jurisdictions. In addition, the EIM facilitates greater integration of renewable resources through the aggregation of flexible resources by capturing diversity benefits from the expanding geographic footprint and the expanded potential uses for those resources. PNM completed a cost-benefit analysis, which indicated participation in the EIM would provide substantial benefits to retail customers. In 2018, PNM filed an application with the NMPRC requesting, among other things, to recover initial capital investments and authorization to establish a regulatory asset to recover other expenses that would be incurred in order to join the EIM. The NMPRC approved the establishment of a regulatory asset but deferred certain rate making issues, including but not limited to issues related to implementation and ongoing EIM costs and savings, the prudence and reasonableness of costs to be included in the regulatory asset, and the period over which costs would be charged to customers until PNM’s next general rate case filing. PNM has already experienced $12.5 million of costs savings to customers through participation in the EIM. See Note 17.

Texas Winter Storm

In mid-February 2021, Texas experienced a severe winter storm delivering the coldest temperatures in 100 years for many parts of the state. As a result, the ERCOT market was not able to deliver sufficient generation load to the grid resulting in significant, statewide outages as ERCOT directed transmission operators to curtail thousands of firm load megawatts. TNMP complied with ERCOT directives to curtail the delivery of electricity in its service territory and did not experience significant outages on its system outside of the ERCOT directed curtailments. TNMP has deferred bad debt expense from defaulting REPs to a regulatory asset totaling $0.8 million at December 31, 2021, and will seek recovery in a general rate case. At this time, the Company does not expect significant financial impacts related to this event. For additional information on the Texas winter storm, see Note 16.

Financial and Business Objectives
PNMR is focused on achieving three key financial objectives:

Earning authorized returns on regulated businesses
Delivering at or above industry-average earnings and dividend growth
Maintaining investment grade credit ratings

In conjunction with these objectives, PNM and TNMP are dedicated to:

Maintaining strong employee safety, plant performance, and system reliability
Delivering a superior customer experience
Demonstrating environmental stewardship in business operations, including transitioning to an emissions-free generating portfolio by 2040
Supporting the communities in their service territories

Earning Authorized Returns on Regulated Businesses

PNMR’s success in accomplishing its financial objectives is highly dependent on two key factors: fair and timely regulatory treatment for its utilities and the utilities’ strong operating performance. The Company has multiple strategies to achieve favorable regulatory treatment, all of which have as their foundation a focus on the basics: safety, operational excellence, and customer satisfaction, while engaging stakeholders to build productive relationships. Both PNM and TNMP seek cost recovery for their investments through general rate cases, periodic cost of service filings, and various rate riders.

Fair and timely rate treatment from regulators is crucial to PNM and TNMP in earning their allowed returns and critical for PNMR to achieve its financial objectives. PNMR believes that earning allowed returns is viewed positively by credit rating
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agencies and that improvements in the Company’s ratings could lower costs to utility customers. Additional information about rate filings is provided in Note 17.

State Regulation

The rates PNM and TNMP charge customers are subject to traditional rate regulation by the NMPRC, FERC, and the PUCT.

New Mexico 2016 Rate Case – In January 2018, the NMPRC approved a settlement agreement that authorized PNM to implement an increase in base non-fuel rates of $10.3 million, which included a reduction to reflect the impact of the decrease in the federal corporate income tax rate and updates to PNM’s cost of debt (aggregating $47.6 million annually). This order was on PNM’s application for a general increase in retail electric rates filed in December 2016 (the “NM 2016 Rate Case”). The key terms of the order include:

A ROE of 9.575%
A requirement to return to customers over a three-year period the benefit of the reduction in the New Mexico corporate income tax rate to the extent attributable to PNM’s retail operations (Note 18)
A disallowance of PNM’s ability to collect an equity return on certain investments aggregating $148.1 million at Four Corners, but allowing recovery of a debt-only return
An agreement to not implement non-fuel base rate changes, other than changes related to PNM’s rate riders, with an effective date prior to January 1, 2020
A requirement to consider the prudency of PNM’s decision to continue its participation in Four Corners in PNM’s next general rate case filing

PNM implemented 50% of the approved increase for service rendered beginning February 1, 2018 and implemented the rest of the increase for service rendered beginning January 1, 2019.

On December 29, 2020, Sierra Club filed a motion to re-open the NM 2016 Rate Case. The motion requests that the NMPRC re-open the NM 2016 Rate Case for the limited purpose of conducting a prudence review of certain Four Corners capital expenditures that the NMPRC deferred in its order approving the settlement agreement. Alternatively, Sierra Club requested that the deferred prudence review be conducted, and given weight as appropriate, in the Four Corners Abandonment Application. On February 10, 2021, the NMPRC rejected Sierra Club’s motion to re-open the NM 2016 Rate Case and stated that issues on whether the terms of the ETA provide an opportunity for consideration of prudence for Four Corners undepreciated investments included in a financing order or what effects the rates approved in the NM 2016 Rate Case may have on determining energy transition cost should be considered in the Four Corners Abandonment Application. For additional information on the Four Corners Abandonment Application see Note 17.

2020 Decoupling Petition – On May 28, 2020, PNM filed a petition for approval of a rate adjustment mechanism that would decouple the rates of its residential and small power rate classes. Decoupling is a rate design principle that severs the link between the recovery of fixed costs of the utility through volumetric charges. If approved, customer bills would not be impacted until January 1, 2022. On October 2, 2020, PNM requested an order to vacate the public hearing and stay the proceeding until the NMPRC decides whether to entertain a petition to issue a declaratory order resolving the issues raised in the motions to dismiss. On October 7, 2020, the hearing examiner approved PNM's request to stay the proceeding and vacate the public hearing and on October 30, 2020 PNM filed a petition for declaratory order asking the NMPRC to issue an order finding that full revenue decoupling is authorized by the EUEA. On March 17, 2021, the NMPRC issued an order granting PNM's petition for declaratory order which commences a proceeding to address petitions. Oral arguments were made on July 15, 2021. On January 14, 2022, the hearing examiner issued a recommended decision recommending the NMPRC find that the EUEA does not mandate the NMPRC to authorize or approve a full decoupling mechanism, defining full decoupling as limited to energy efficiency and load management measures and programs. The recommended decision also states that a utility may request approval of a rate adjustment mechanism to remove regulatory disincentives to energy efficiency and load management measures and programs through a stand-alone petition, as part of the utility’s triennial energy efficiency application or a general rate case and that PNM is not otherwise precluded from petitioning for a rate adjustment mechanism prior to its next general rate case. Finally, the recommended decision stated that the EUEA does not permit the NMPRC to reduce a utility’s ROE based on approval of a disincentive removal mechanism founded on removing regulatory disincentives to energy efficiency and load management measures and programs. The recommended decision does not specifically prohibit a downward adjustment to a utility’s capital structure, based on approval of a disincentive removal mechanism. See Note 17. PNM cannot predict the outcome of this matter.

PVNGS Leased Interest Abandonment Application On April 2, 2021, PNM filed the PVNGS Leased Interest Abandonment Application. In the application, PNM requested NMPRC authorization to decertify and abandon its Leased Interest and to create regulatory assets for the associated remaining undepreciated investments with consideration of cost recovery of the undepreciated investments in a future rate case. PNM also sought NMPRC approval to sell and transfer the PNM-owned assets and nuclear fuel supply associated with the Leased Interest to SRP, which will be acquiring the Leased Interest from the lessors upon termination of the existing leases. In addition, PNM sought NMPRC approval for a 150 MW
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solar PPA combined with a 40 MW battery storage agreement and a stand-alone 100 MW battery storage agreement to replace the Leased Interest. To ensure system reliability and load needs are met in 2023, when a majority of the leases expire, PNM also requested NMPRC approval for a 300 MW solar PPA combined with a 150 MW battery storage agreement. On August 25, 2021, the NMPRC issued an order confirming PNM requires no further NMPRC authority to abandon the PVNGS Leased Interest and to sell and transfer the PNM-owned assets and nuclear fuel supply associated with the Leased Interest to SRP. The order bifurcated the issue of approval of the two PPAs and three battery storage agreements into a separate docket so it may proceed expeditiously and deferred a ruling on the other issues. On February 16, 2022, the NMPRC approved the two PPAs and three battery storage agreements. For additional information on PNM's Leased Interest and the associated abandonment application see Note 16 and Note 17.

Advanced Metering Currently, TNMP has approximately 262,000 advanced meters across its service territory. Beginning in 2019, the majority of costs associated with TNMP’s AMS program are being recovered through base rates. On July 14, 2021, TNMP filed a request with the PUCT to consider and approve its final reconciliation of the costs spent on the deployment of AMS from April 1, 2018 through December 31, 2018 of $9.0 million and approve appropriate carrying charges until full collection. On September 13, 2021, the PUCT Staff filed a recommendation for approval of TNMP's application for substantially all costs. On October 2, 2020, TNMP filed an application with the PUCT for authorization to implement necessary technological upgrades of approximately $46 million to its AMS program by November 2022. On January 14, 2021, the PUCT approved TNMP’s application. TNMP will seek recovery of the investment associated with the upgrade in a future general rate proceeding or DCOS filing.

In February 2016, PNM filed an application with the NMPRC requesting approval of a project to replace its existing customer metering equipment with Advanced Metering Infrastructure (“AMI”), which was denied. As ordered by the NMPRC, PNM’s 2020 filing for energy efficiency programs to be offered in 2021, 2022, and 2023 included a proposal for an AMI pilot project, although PNM did not recommend the proposal due to the limited benefits that are cost-effective under a pilot structure. On September 17, 2020, the hearing examiner in the energy efficiency case issued a recommended decision recommending that PNM's proposed 2021 energy efficiency and load management program be approved, with the exception of the proposed AMI pilot program. On October 28, 2020, the NMPRC approved the recommended decision.

Rate Riders and Interim Rate Relief The PUCT has approved mechanisms that allow TNMP to recover capital invested in transmission and distribution projects without having to file a general rate case. The PUCT also approved rate riders that allow TNMP to recover amounts related to energy efficiency and third-party transmission costs. The NMPRC has approved PNM recovering fuel costs through the FPPAC, as well as rate riders for renewable energy, energy efficiency, and the TEP. These mechanisms allow for more timely recovery of investments.

FERC Regulation

Rates PNM charges wholesale transmission customers are subject to traditional rate regulation by FERC. Rates charged to wholesale electric transmission customers, other than customers on the Western Spirit Line described below, are based on a formula rate mechanism pursuant to which rates for wholesale transmission service are calculated annually in accordance with an approved formula. The formula includes updating cost of service components, including investment in plant and operating expenses, based on information contained in PNM’s annual financial report filed with FERC, as well as including projected transmission capital projects to be placed into service in the following year. The projections included are subject to true-up. Certain items, including changes to return on equity and depreciation rates, require a separate filing to be made with FERC before being included in the formula rate.

In May 2019, PNM filed an application with FERC requesting approval to purchase and provide transmission service on the Western Spirit Line. All necessary approvals were obtained. In December 2021, PNM completed the purchase of the Western Spirit Line and service under related transmission agreements was initiated using an incremental rate that is separate from the formula rate mechanism described above. See Note 17.

On March 12, 2021, PNM filed four unexecuted TSAs with FERC totaling 145 MW with Leeward. The unexecuted TSAs provide long-term firm, point-to-point transmission service on PNM’s transmission system. The unexecuted TSAs are based on the pro-forma transmission service agreements with certain non-conforming provisions under Attachment A of PNM’s OATT and include PNM’s OATT rate. PNM filed the unexecuted TSAs at the request of Leeward because the parties were unable to reach an agreement on the terms and conditions for transmission service. On May 11, 2021, FERC issued an order accepting PNM's four unexecuted TSAs based on PNM's proposed pricing scheme included in its OATT rate. On June 10, 2021, Pattern Wind and Leeward both filed a request for rehearing of the FERC Order. On September 10, 2021, Leeward filed a petition in the United States District Court for the District of Columbia for review of FERC's order accepting PNM's four unexecuted TSAs. On November 15, 2021, FERC issued an order denying the rehearing. On December 3, 2021, Leeward filed an Unopposed Motion for Voluntary Dismissal with the United States District Court for the District of Columbia of its petition for review. PNM is unable to predict the outcome of this matter. See Note 17.
Delivering At or Above Industry-Average Earnings and Dividend Growth
PNMR’s financial objective to deliver at or above industry-average earnings and dividend growth enables investors to
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realize the value of their investment in the Company’s business. Earnings growth is based on ongoing earnings, which is a non-GAAP financial measure that excludes from GAAP earnings certain non-recurring, infrequent, and other items that are not indicative of fundamental changes in the earnings capacity of the Company’s operations. PNMR uses ongoing earnings to evaluate the operations of the Company and to establish goals, including those used for certain aspects of incentive compensation, for management and employees.

PNMR targets a dividend payout ratio in the 50% to 60% range of its ongoing earnings. PNMR expects to provide at or above industry-average dividend growth in the near-term. The Board will continue to evaluate the dividend on an annual basis, considering sustainability and growth, capital planning, and industry standards.

Under the terms of the Merger Agreement, PNMR has agreed not to declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its equity securities, or make any other actual, constructive or deemed distribution in respect of any equity securities (except (i) PNMR may continue the declaration and payment of planned regular quarterly cash dividends on PNMR common stock for each quarterly period ended after the date of the Merger Agreement, which for any fiscal quarter in 2022 shall not exceed $0.3475, with usual record and payment dates in accordance with past dividend practice, and (ii) for any cash dividend or cash distribution by a wholly-owned subsidiary of PNMR to PNMR or another wholly-owned subsidiary of PNMR).

The Board approved the following increases in the indicated annual common stock dividend:
Approval DatePercent Increase
December 20206.5 %
February 20226.1 %

Maintaining Investment Grade Credit Ratings

The Company is committed to maintaining investment grade credit ratings in order to reduce the cost of debt financing and to help ensure access to credit markets, when required. On February 10, 2022, Moody’s downgraded TNMP’s issuer rating from A3 to Baa1 and changed the outlook from negative to stable. See the subheading Capital RequirementsLiquidity included in the full discussion of Liquidity and Capital Resources below for additional discussionthe specific credit ratings for PNMR, PNM, and TNMP. All of the credit ratings issued by both Moody’s and S&P on the Company’s projected capital requirements.debt continue to be investment grade.


Business Focus

To achieve its business objectives, focus is directed in key areas: Safe, Reliable and Affordable Power; Utility Plant and Strategic Investments – In 2017, PNMR DevelopmentInvestments; Environmentally Responsible Power; and AEP OnSite Partners created NMRDCustomer, Stakeholders, and Community Engagement. The Company works closely with its stakeholders to pursueensure that resource plans and infrastructure investments benefit from robust public dialogue and balance the acquisition, development, and ownershipdiverse needs of renewable energy generation projects, primarily inour communities. Equally important is the statefocus of New Mexico. Abundant renewable resources, large tracts of affordable land, and strong governmentPNMR’s utilities on customer satisfaction and community support make New Mexicoengagement.

Safe, Reliable, and Affordable Power

Safety is the first priority of our business and a favorable location for renewable generation. New Mexico has the 2nd highest technical potentialcore value of the 48 contiguous states for utility scale solar photovoltaics as noted in 2015 by the National Renewable Energy Laboratory, while New Mexico is 6th for technical potential for land-based wind.Company. PNMR Development and AEP OnSite Partners each haveutilizes a 50% ownership interest in NMRD. Through NMRD, PNMR anticipates being ableSafety Management System to provide additional renewable generation solutionsclear direction, objectives and targets for managing safety performance and minimizing risks and empowers employees to “Be the Reason Everyone Goes Home Safe”.

PNMR measures reliability and benchmark performance of PNM and TNMP against other utilities using industry-standard metrics, including System Average Interruption Duration Index (“SAIDI”) and System Average Interruption Frequency Index (“SAIFI”). PNM's and TNMP's investment plans include projects designed to support reliability and reduce the amount of time customers withinare without power.

PNMR and surrounding its regulated jurisdictions through partnering with a subsidiary of oneutilities are aware of the United States’ largestimportant roles they play in enhancing economic vitality in their service territories. Management believes that maintaining strong and modern electric utilities. infrastructure is critical to ensuring reliability and supporting economic growth. When contemplating expanding or relocating their operations, businesses consider energy affordability and reliability to be important factors. PNM and TNMP strive to balance service affordability with infrastructure investment to maintain a high level of electric reliability and to deliver a safe and superior customer experience. Investing in PNM’s and TNMP’s infrastructure is critical to ensuring reliability and meeting future energy needs. Both utilities have long-established records of providing customers with safe and reliable electric service.

The formationCompany continues to closely monitor developments and has taken and continues to take steps to mitigate the potential risks related to the COVID-19 pandemic. The Company has assessed and updated its existing business continuity plans in response to the impacts of this jointthe pandemic through crisis team meetings and working with other utilities and operators. It has identified its critical workforce, staged backups and limited access to control rooms and critical assets. The Company has worked to protect the safety of its employees using a number of measures, including minimizing exposure to other employees

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venture provides a more efficient useand the public and supporting flexible arrangements for all applicable job functions. The Company is also working with its suppliers to manage the impacts to its supply chain and remains focused on the integrity of PNMR’s capitalits information systems and other technology systems used to support new renewable investment opportunities while maintainingrun its business. However, the necessary capital to support investments required by regulated jurisdictions. NMRD’s current renewable energy capacity in operation is 33.9 MW, which includes 30 MW of solar-PV facilities required to supply energy toCompany cannot predict the Facebook data center located within PNM’s service territory, 1.9 MW to supply energy to Columbus Electric Cooperative located in southwest New Mexico, and 2.0 MW to supply energy to the Central New Mexico Electric Cooperative. In August 2018, the NMPRC approved PNM’s request to enter into two additional 25-year PPAs to purchase renewable energy and RECs from an aggregate of approximately 100 MW of capacity from two solar-PV facilities to be constructed by NMRD to supply power to Facebook. NMRD is required to obtain FERC approvalextent or duration of the PPAs. Subjectongoing COVID-19 pandemic, its effects on the global, national or local economy, or on the Company's financial position, results of operations, and cash flows. The Company will continue to FERC approval, these facilities are expectedmonitor developments related to be in commercial operation by June 2020. NMRD actively explores opportunities for additional renewable projects, including large-scale projects to serve future data centersCOVID-19 and will remain focused on protecting the health and safety of its customers, employees, contractors, and other customer needs.

Integrated Resource Plan

NMPRC rules require that investor-owned utilities file an IRP every three years. The IRP is requiredstakeholders, and on its objective to cover a 20-year planning periodprovide safe, reliable, affordable and contain an action plan covering the first four years of that period. PNM filed its 2017 IRP on July 3, 2017. Under the NMPRC’s order concerning SJGS’ compliance with the BART requirements of the CAAenvironmentally responsible power. As discussed in Note 16,17, both PNM was requiredand TNMP suspended disconnecting certain customers for past due bills, waived late fees during the pandemic, and have been provided regulatory mechanisms to make a filing in 2018 to determine the extent to which SJGS should continue serving PNM’s retail customers’ needs after June 30, 2022. The 2017 IRP analyzed several scenarios utilizing assumptions that PNM continues service from its SJGS capacity beyond mid-2022 and that PNM retires its capacity after mid-2022. Key findings of the 2017 IRP include:

Retiring PNM’s share of SJGS in 2022 after the expiration of the current operating and coal supply agreements would provide long-term cost savings for PNM’s customers
PNM exiting its ownership interest in Four Corners after its current coal supply agreement expires in 2031 would also provide long-term cost savings for customers
The best mix of new resources to replace the retired coal generation would include solar energy and flexible natural gas-fired peaking capacity; the mix could include energy storage if the economics support it and wind energy provided additional transmission capacity becomes available
Significant increases in future wind energy supplies will likely require new transmission capacity to be built from eastern New Mexico to PNM’s service territory
PNM should retain the currently leased capacity in PVNGS, which would avoid replacement with carbon-emitting generation
PNM should continue to develop and implement energy efficiency and demand management programs
PNM should assess the costs and benefits of participating in the California Independent System Operator Western Energy Imbalance Market
PNM should analyze its current Reeves Station to consider possible technology improvements to phase out the older generators and replace them with new, more flexible supplies or energy storage

On October 26, 2018, the Hearing Examiner issued a recommended decision recommending that the NMPRC accept PNM’s 2017 IRP as compliant with the applicable statute and NMPRC rules. On December 19, 2018, the NMPRC issued a final order accepting the Hearing Examiner’s recommended decision. On January 18, 2019, The Board of the County of Commissioners for San Juan County, New Mexico, the City of Farmington, New Mexico,recover these and other parties filed a Notice of Appeal with the NM Supreme Courtcosts resulting from COVID-19. See additional discussion below regarding the NMPRC’s final order in PNM’s 2017 IRP. Statements of Issues in the appeal must be filed by March 9, 2019. On January 18, 2019, NEE submitted a motion requesting the NMPRC reconsider its acceptance of PNM’s 2017 IRP filing alleging informational inadequacyCompany's customer, community, and deficiencies in PNM’s filing. On January 29, 2019, PNM submitted a filing to the NMPRCstakeholder engagement in response to NEE’s motion for reconsideration. In its response, PNM stated that the issues raised by NEE had already been considered and rejected by the NMPRC in its December 19, 2018 final order and that the NMPRC lacks jurisdiction over the matters because the NMPRC’s final order has been appealed to the NM Supreme Court. The NMPRC did not take action on NEE’s motion for reconsideration. On February 19, 2019, NEE filed a motion with the NM Supreme Court to intervene in the appeal and to seek remand of the matter to the NMPRC. PNM plans to file a response to NEE’s motion by March 6, 2019. PNM cannot predict the outcome of this matter.

See additional discussion of PNM’s December 2018 Compliance Filing regarding SJGS belowCOVID-19 and in Notes 16 and 17.Item 1A. Risk Factors.
Environmentally Responsible Power
PNMR has a long-standing record of environmental stewardship. PNM’s environmental focus is in three key areas:

Developing strategies to provide reliable and affordable power while transforming PNM’s generation resources to a cleaner energy portfolio by reducing CO2 emissions

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Preparing PNM’s system to meet New Mexico’s increasing renewable energy resources as cost-effectively as possible
Increasing energy efficiency participation

PNMR’s Sustainability Portal provides key environmental and sustainability information related to PNM’s and TNMP’s operations and is available at http://www.pnmresources.com/about-us/sustainability-portal.aspx. The portal also contains a Climate Change Report, which outlines plans to be coal-free by 2031 (subject to regulatory approval). This would enable PNM to achieve its goal of 70% of its electricity generation being carbon-free by 2032 and to reduce GHG by 87% in 2040 when compared to 2005 baseline levels.

SJGS

Regional Haze Rule Compliance Plan – In December 2015, PNM received NMPRC approval for the plan to comply with the EPA regional haze rule at SJGS that minimizes the cost impact to customers while still achieving broad environmental benefits. Under the approved plan, the installation of SNCRs on SJGS Units 1 and 4 was completed in early 2016 and Units 2 and 3 were retired in December 2017. The plan provides for similar visibility improvements, but at a lower cost to PNM customers than a previous EPA ruling that would have required the installation of more expensive SCRs on all four units at SJGS. The plan has the added advantage of reducing other emissions in addition to NOx, including SO2, particulate matter, CO2, and mercury, as well as significantly reducing water usage. Additional information is contained in Note 16.

The December 2015 order also provided, among other things, that:

PNM was granted a CCN to acquire an additional 132 MW in SJGS Unit 4 as a jurisdictional resource to serve New Mexico customers effective January 1, 2018; PNM is prohibited from seeking recovery of any undepreciated investment in the 132 MW interest in the event SJGS Unit 4 is abandoned
PNM was granted a CCN for 134 MW of PVNGS Unit 3 as a jurisdictional resource to serve New Mexico customers beginning January 1, 2018
PNM was authorized to acquire 65 MW of SJGS Unit 4 as merchant utility plant
PNM was required to make a filing with the NMPRC no later than December 31, 2018 to determine the extent to which SJGS should continue serving PNM’s retail customers’ needs after June 30, 2022. PNM’s filing was required to be made before PNM entered into a binding commitment to extend the SJGS CSA beyond its scheduled June 30, 2022 expiration date but after PNM had received firm pricing and other terms for the extended supply of coal to SJGS, unless PNM does not propose to pursue an extended SJGS CSA. See additional discussion in Note 16 and below under December 2018 Compliance Filing.

NEE filed a notice of appeal with the NM Supreme Court of the NMPRC’s December 2015 order. On March 5, 2018, the NM Supreme Court issued its opinion affirming the NMPRC’s December 2015 order, thereby denying NEE’s appeal. This matter is now concluded.
December 2018 Compliance Filing The NMPRC’s December 16, 2015 order required that PNM make a filing setting forth PNM’s recommendation, along with supporting testimony and exhibits, to determine the extent to which SJGS should continue serving PNM’s retail customers’ needs after June 30, 2022 (the “December 2018 Compliance Filing”). The December 2018 Compliance Filing was required to be made before PNM entered into a binding commitment for post-2022 coal supply, but after PNM had received firm pricing and other terms for the supply of coal, unless PNM did not intend to pursue an agreement for post-2022 coal supply at SJGS. The NMPRC’s December 16, 2015 order also indicated that PNM’s 65 MW interest in SJGS Unit 4 is excluded from being used as a resource to serve PNM’s retail customers and that PNM is prohibited from recovering any undepreciated investment of its 132 MW jurisdictional interest in the event SJGS Unit 4 is abandoned. PNM is currently depreciating all its investments in SJGS through 2053, the expected life of SJGS approved by the NMPRC. 

PNM submitted the December 2018 Compliance Filing to the NMPRC on December 31, 2018 indicating that, consistent with the conclusions reached in PNM’s 2017 IRP, PNM’s customers would benefit from the retirement of PNM’s share of SJGS (subject to future NMPRC approval) after the current SGJS CSA expires in mid-2022. The December 2018 Compliance Filing also indicates that all of the SJGS owners except for Farmington have provided written notice that they do not intend to extend the SJGS operating agreements beyond their June 30, 2022 expiration dates and that PNM has provided written notice to SJCC that PNM does not intend to extend the SJGS CSA beyond June 30, 2022. The December 2018 Compliance Filing also requested the NMPRC’s December 16, 2015 order remain closed, and that PNM anticipates it will have sufficient information by the end of the second quarter of 2019 to support a consolidated application seeking NMPRC approval to retire PNM’s share of SJGS in 2022 and for approval of CCNs, PPAs, or other applicable approvals, for resources to replace PNM’s capacity in SJGS. On January 30, 2019, the NMPRC approved an order initiating a proceeding and requiring PNM to submit an application for the abandonment of PNM’s share of SJGS in 2022 by March 1, 2019. On February 7, 2019, PNM filed a motion requesting the NMPRC vacate the

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January 30, 2019 order and extend the deadline for PNM’s abandonment filing until the end of the second quarter of 2019, which was deemed denied. On February 27, 2019, PNM filed a petition with the NM Supreme Court stating that the requirements of the January 30, 2019 order exceed the NMPRC’s authority by, among other things, mandating PNM to make a filing that is legally voluntary, and that the order is contrary to NMPRC precedent which requires abandonment applications to also include identified replacement resources and other information that will not be available to PNM by March 1, 2019. PNM’s petition also requested the NM Supreme Court stay the January 30, 2019 order until after June 14, 2019. On March 1, 2019, the NM Supreme Court granted a temporary stay of the NMPRC’s order and will consider the merits of PNM’s petition after receiving responses, which are due by March 19, 2019.  PNM cannot predict the outcome of this matter.
GAAP requires PNM to periodically test the recoverability of its investments, including investments in the SJGS. In accordance with GAAP, PNM tested its investments in SJGS for recoverability as of December 31, 2018 and determined that PNM’s 132 MW jurisdictional and 65 MW merchant interests are impaired. At December 31, 2018, PNM recorded a pre-tax loss for amounts that cannot be recovered from customers of approximately $35.0 million for PNM’s 132 MW jurisdictional and 65 MW merchant interests in SJGS Unit 4, which are reflected as regulatory disallowances and restructuring costs on the Consolidated Statements of Earnings. PNM also was required to remeasure its liability for coal mine reclamation for the mine that serves SJGS to reflect that reclamation activities may occur sooner than previously anticipated. This remeasurement increased PNM’s liability for coal mine reclamation as of December 31, 2018 by $39.2 million, resulting in a pre-tax loss of $29.8 million for amounts that cannot be recovered from customers. See additional discussions of PNM’s December 2018 Compliance Filing and the increase in PNM’s estimated liability for coal mine reclamation in Note 16.

The December 2018 Compliance Filing and the 2017 IRP are not final determinations of PNM’s future generation portfolio.  Retiring PNM’s share of SJGS would require future NMPRC approval.  PNM will also be required to obtain NMPRC approval of replacement power resources through CCN, PPA, or other applicable filings. The financial impact of an early retirement of SJGS and the NMPRC approval process are influenced by many factors outside of PNM’s control, including the economic impact of a potential SJGS abandonment on the area surrounding the plant and related mine, as well as overall political and economic conditions in New Mexico. PNM will seek full recovery of its remaining undepreciated investments and other costs necessary to retire the SJGS and for replacement resources but, due to the uncertainty in obtaining the required approvals, PNM is unable to predict the outcome of this matter.

SJGS Ownership Restructuring and Other Matters In connection with the plan to comply with EPA regional haze rules at SJGS, some of the SJGS participants expressed a desire to exit their ownership in the plant. As a result, the SJGS participants negotiated a restructuring of the ownership in SJGS and addressed the obligations of the exiting participants for plant decommissioning, mine reclamation, environmental matters, and certain future operating costs, among other items. The San Juan Project Restructuring Agreement (“SJGS RA”) sets forth the agreement among the SJGS owners regarding ownership restructuring and addresses other related matters, including that the exiting participants remain obligated for their proportionate shares of environmental, mine reclamation, and certain other legacy liabilities that are attributable to activities that occurred prior to their exit. The SJGS RA became effective contemporaneously with the effectiveness of the new SJGS CSA on January 31, 2016. See Note 16.

Other Environmental Matters In addition to the regional haze rule, SJGS is required to comply with other rules currently being developed or implemented that affect coal-fired generating units, including rules regarding GHG under Section 111(d) of the CAA. Implementation of the Clean Power Plan, which was published by EPA in October 2015, is currently stayed by order of the US Supreme Court pending further proceedings before the DC Circuit. Oral argument was heard by the DC Circuit in September 2016, but the court has taken no action. On March 28, 2017, President Trump issued an Executive Order on Energy Independence.  The order sets out two general policies: promote clean and safe development of energy resources, while avoiding regulatory burdens, and ensure electricity is affordable, reliable, safe, secure, and clean.  The order rescinds various actions undertaken by the previous administration and directs the EPA Administrator to review and if appropriate suspend, revise, or rescind the Clean Power Plan, as well as other environmental regulations. On October 10, 2017, EPA issued a proposal to repeal the Clean Power Plan based on a legal interpretation of the CAA under which the Clean Power Plan exceeds EPA’s statutory authority. EPA published the proposed repeal rule on October 16, 2017 and accepted public comments through April 26, 2018. On August 31, 2018, EPA published a proposed rule, informally known as the Affordable Clean Energy rule, to replace the Clean Power Plan. The Affordable Clean Energy rule proposes GHG reductions be achieved through heat-rate improvement technologies identified as Best System of Emission Reduction (“BSER”). Under the proposed rule, states would determine and propose to EPA which technologies to apply to each coal-fired EGU and establish performance standards based on the degree of emission reduction achievable through application of the selected BSER (Note 16). Also, on December 20, 2018, EPA published in the Federal Register a proposed rule that would revise the carbon pollution standards rule issued in October 2015 for certain fossil fueled power plants. The proposal would revise the emissions standards for new, reconstructed, or modified coal-fired EGUs to make them less stringent. PNM estimates that implementation of the BART plan at SJGS, along with potentially exiting ownership in the remaining units at SJGS (as well as Four Corners), as discussed above, should provide significant steps for New Mexico to

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meet its ultimate compliance with Section 111(d) under the Clean Power Plan, the proposed Affordable Clean Energy rule, or any similar rule. PNM does not expect SJGS or Four Corners will be subject to the carbon pollution standards rule that EPA has proposed to revise. PNM is unable to predict the impact of these matters on its generation portfolio.

Because of environmental upgrades completed in 2009, SJGS has a mercury removal efficiency of 98% and mercury emissions are well below the mercury limit imposed by EPA in the 2011 Mercury and Air Toxics Standards. Although EPA published a proposal on February 7, 2019 to reconsider some of the determinations underlying those standards, the proposal is not expected to alter the standards themselves, and therefore, should not impact SJGS. Major environmental upgrades on each of the units at SJGS have significantly reduced emissions of NOx, SO2, particulate matter, and mercury. Between 2006 and 2017, SJGS has reduced emissions of NOxby 41%, SO2 by 70%, particulate matter by 61%, and mercury by 98%.
Renewable Energy

The REA was enacted to encourage the development of renewable energy in New Mexico. The ETA amended the REA and requires utilities operating in New Mexico to have renewable portfolios equal to 20% by 2020, 40% by 2025, 50% by 2030, 80% by 2040, and 100% zero-carbon energy by 2045. The REA provides for streamlined proceedings for approval of utilities’ renewable energy procurement plans, provides utilities recovery of costs incurred consistent with approved procurement plans, and sets a RCT for the procurement of renewable resources to prevent excessive costs being added to rates. PNM files required renewable energy plans with the NMPRC annually and makes procurements consistent with the plans approved by the NMPRC. See Note 17.

TNMP

Operational Information

TNMP is a regulated utility operating and incorporated in the State of Texas. TNMP’s predecessor was organized in 1925. TNMP provides transmission and distribution services in Texas under the provisions of TECA and the Texas Public Utility Regulatory Act. TNMP is subject to traditional cost-of-service regulation with respect to rates and service under the jurisdiction of the PUCT and certain municipalities. TNMP’s transmission and distribution activities are solely within ERCOT, which is the independent system operator responsible for maintaining reliable operations for the bulk electric power supply system in most of Texas. Therefore, TNMP is not subject to traditional rate regulation by FERC. TNMP serves a market of small to medium sized communities, most of which have populations of less than 50,000. TNMP is the exclusive provider of transmission and distribution services in most areas it serves.

TNMP’s service territory consists of three non-contiguous areas. One portion of this territory extends from Lewisville, which is approximately 10 miles north of the Dallas-Fort Worth International Airport, eastward to municipalities near the Red River, and to communities north, west, and south of Fort Worth. The second portion of its service territory includes the area along the Texas Gulf Coast between Houston and Galveston, and the third portion includes areas of far west Texas between Midland and El Paso.

TNMP provides transmission and distribution services at regulated rates to various REPs that, in turn, provide retail electric service to consumers within TNMP’s service area. See Notes 16 and 17 for additional information on rate cases and other regulatory matters.

In mid-February 2021, Texas experienced a severe winter storm delivering the coldest temperatures in 100 years for many parts of the state. As a result, the ERCOT market was not able to deliver sufficient generation load to the grid resulting in significant, statewide outages as ERCOT directed transmission operators to curtail thousands of firm load megawatts. TNMP complied with ERCOT directives to curtail the delivery of electricity in its service territory and did not experience significant outages on its system outside of the ERCOT directed curtailments. For additional information on the Texas winter storm, see Note 16.

For its volumetric load consumers billed on KWh usage, TNMP experienced a decrease in weather normalized retail KWh sales of 0.8% in 2021 and an increase of 2.9% in 2020. For its weather normalized demand-based load, excluding retail transmission consumers, TNMP experienced an increase of 1.8% in 2021 and a decrease of 1.3% in 2020. As of December 31, 2021, 110 active REPs receive transmission and distribution services from TNMP. In 2021, the three largest REPs accounted for 23%, 19%, and 10% of TNMP’s operating revenues. No other consumer accounted for more than 10% of revenues.

TNMP holds long-term, non-exclusive franchise agreements for its electric transmission and distribution services. These agreements have varying expiration dates and some have expired. TNMP intends to negotiate and execute new or amended franchise agreements with municipalities where the agreements have expired or will be expiring. Since TNMP is the exclusive provider of transmission and distribution services in most areas that it serves, the need to renew or renegotiate franchise agreements should not have a material adverse impact. TNMP also earns revenues from service provided to facilities in its service area that lie outside the territorial jurisdiction of the municipalities with which TNMP has franchise agreements.

Regulatory Activities

The rates TNMP charges customers are subject to traditional rate regulation by the PUCT. On January 1, 2019, TNMP
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implemented a PUCT order in TNMP’s 2018 Rate Case to increase annual base rates by $10.0 million based on a ROE of 9.65%, a cost of debt of 6.44%, and a capital structure comprised of 55% debt and 45% equity. The increase reflects the reduction in the federal corporate income tax rate to 21%. Under the approved settlement stipulation TNMP was granted authority to update depreciation rates and refund the regulatory liability related to federal tax reform to customers.

The PUCT has approved mechanisms that allow TNMP to recover capital invested in transmission and distribution projects without having to file a general rate case. The PUCT approved interim adjustments to TNMP’s transmission rates of $7.8 million in March 2020, $2.0 million in October 2020, $14.1 million in March 2021, and $6.3 million in September 2021. On January 26, 2022 TNMP filed an application to further update its transmission rates, which would increase revenues by $14.2 million annually. The application is pending before the PUCT. The PUCT approved interim adjustments to TNMP’s distribution revenue requirement of $14.7 million in August 2020 and $13.5 million in September 2021. The PUCT also approved rate riders that allow TNMP to recover amounts related to energy efficiency and third-party transmission costs.


Corporate and Other

The Corporate and Other segment includes PNMR holding company activities, primarily related to corporate level debt and the activities of PNMR Services Company. PNMR Services Company provides corporate services through shared services agreements to PNMR and all of PNMR’s business units, including PNM and TNMP. These services are charged and billed at cost on a monthly basis to the business units. The activities of PNMR Development, NM Capital, and NMRD are also included in Corporate and Other.
SOURCES OF POWER
PNM
Generation Capacity

As of December 31, 2021, the total net generation capacity of facilities owned or leased by PNM was 2,168 MW. PNM also obtains power under long-term PPAs for the power produced by Valencia, New Mexico Wind, Red Mesa Wind, Casa Mesa Wind, La Joya Wind I and II, the Lightning Dock Geothermal facility, and the NMRD-owned solar facilities.

PNM’s capacity in electric generating facilities, which are owned, leased, or under PPAs, in commercial operation as of December 31, 2021 is:
GenerationPercent of
CapacityGeneration
TypeNameLocation(MW)Capacity
CoalSJGSWaterflow, New Mexico562 18.0 %
CoalFour CornersFruitland, New Mexico200 6.4 %
    Coal-fired resources762 24.4 %
GasReeves StationAlbuquerque, New Mexico146 4.6 %
GasAfton (combined cycle)La Mesa, New Mexico235 7.5 %
GasLordsburgLordsburg, New Mexico85 2.7 %
GasLuna (combined cycle)Deming, New Mexico190 6.1 %
Gas/OilRio BravoAlbuquerque, New Mexico149 4.8 %
GasValenciaBelen, New Mexico155 5.0 %
GasLa LuzBelen, New Mexico41 1.3 %
Gas-fired resources1,001 32.0 %
NuclearPVNGSWintersburg, Arizona402 12.9 %
SolarPNM-owned solarTwenty-four sites in New Mexico158 5.1 %
SolarNMRD-owned solarLos Lunas, New Mexico130 4.2 %
WindNew Mexico WindHouse, New Mexico200 6.4 %
WindRed Mesa WindSeboyeta, New Mexico102 3.3 %
WindCasa Mesa WindHouse, New Mexico50 1.6 %
WindLa Joya Wind ITorrance, New Mexico166 5.3 %
WindLa Joya Wind IITorrance, New Mexico140 4.5 %
GeothermalLightning Dock GeothermalLordsburg, New Mexico11 0.3 %
Renewable resources957 30.7 %
3,122 100.0 %

The NMPRC has approved plans for PNM to procure energy and RECs from additional solar-PV renewable resources totaling 1,440 MW to serve retail customers and a data center located in PNM’s service territory, including the portfolio to
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replace the planned retirement of SJGS for solar PPAs of 650 MW combined with 300 MW of battery storage agreements. The PVNGS Leased Interest Abandonment Application approved by the NMPRC includes solar PPAs of 450 MW combined with 290 MW of battery storage agreements. The majority of these renewable resources are key means for PNM to meet the RPS and related regulations that require PNM to achieve prescribed levels of energy sales from renewable sources, including those set by the recently enacted ETA, without exceeding cost requirements. If adjusted for these plans, the table above would reflect the percentage of generation capacity from fossil-fueled resources of 26.5%, from nuclear resources of 6.4%, and from renewable and battery storage resources of 67.1%. In addition, PNM also has a customer distributed solar generation program that represented 201.2 MW at December 31, 2021.

Fossil‑Fueled Plants

SJGS is operated by PNM and, until December 2017, consisted of four units. SJGS Units 2 and 3 were retired in December 2017 and the ownership interests in SJGS Unit 4 were restructured. PNM has received NMPRC approval to retire its remaining ownership in SJGS in 2022. See Note 17.

The table below presents the rated capacities and ownership interests of each participant in each unit of SJGS at December 31, 2021:
Unit 1Unit 4
Capacity (MW)340 507 
PNM (1)
50.000 %77.297 %
Tucson50.000 — 
Farmington— 8.475 
Los Alamos— 7.200 
UAMPS— 7.028 
Total100.000 %100.000 %
(1) Includes a 12.8% interest held in SJGS Unit 4 as a merchant plant.

Four Corners Units 4 and 5 are 13% owned by PNM. These units are jointly owned with APS, SRP, Tucson, and NTEC, and are operated by APS. The Four Corners plant site is located on land within the Navajo Nation and is subject to an easement from the federal government. APS, on behalf of the Four Corners participants, negotiated amendments to extend the owners’ right to operate the plant on the site to July 2041. In June 2021, APS and the owners of Four Corners entered into agreements to operate Four Corners seasonally beginning in Fall 2023, subject to the necessary approvals. Under seasonal operations, a single unit will remain online year-round, subject to market conditions as well as planned maintenance outages and unplanned outages. In addition, the other unit will be operational throughout the summer season when customer demand is the highest. PNM filed the Four Corners Abandonment Application, which seeks NMPRC approval to exit PNM’s 13% share of Four Corners as of December 31, 2024. See Note 17.

PNM owns 100% of Reeves, Afton, Rio Bravo, Lordsburg, and La Luz and one-third of Luna. The remaining interests in Luna are owned equally by Tucson and Samchully Power & Utilities 1, LLC. PNM is also entitled to the entire output of Valencia under a PPA. Reeves, Lordsburg, Rio Bravo, La Luz, and Valencia are used primarily for peaking power and transmission support. As discussed in Note 10, Valencia is a variable interest entity and is consolidated by PNM.

Nuclear Plant

PNM is participating in the three units of PVNGS with APS (the operating agent), SRP, EPE, SCE, SCPPA, and the Department of Water and Power of the City of Los Angeles. PNM is entitled to 10.2%, including portions that are leased to PNM, of the power and energy generated by PVNGS. Currently, PNM has ownership interests of 2.3% in Unit 1, 9.4% in Unit 2, and 10.2% in Unit 3 and has leasehold interests of 7.9% in Unit 1 and 0.8% in Unit 2. The lease payments for the leased portions of PVNGS are recovered through retail rates approved by the NMPRC.

On April 5, 2021, PNM and SRP entered into an Asset Purchase and Sale Agreement, pursuant to which PNM agreed to sell to SRP certain PNM-owned assets and nuclear fuel necessary to the ongoing operation and maintenance of leased capacity in PVNGS Unit 1 and Unit 2, which SRP has agreed to acquire from the lessors upon termination of the existing leases. The proposed transaction between PNM and SRP received all necessary approvals, including NRC approval for the transfer of the associated possessory licenses to SRP at the end of the term of each of the respective leases. See Notes 16 and 17 for information on other PVNGS matters including the PVNGS Leased Interest Abandonment Application and Note 8 for additional information concerning the PVNGS leases.

Renewables

At December 31, 2021, PNM owns 158 MW of solar facilities in commercial operation. In addition, PNM purchases renewable power under long-term PPAs to serve New Mexico retail customers, including a data center located in PNM’s service territory. At December 31, 2021, renewable energy procured under these agreements from wind, solar-PV, and
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geothermal facilities aggregated to 658 MW, 130 MW, and 11 MW. These agreements currently have expiration dates beginning in January 2035 and extending through June 2045. The NMPRC has approved PNM’s request to enter into additional PPAs for renewable energy for an additional 1,440 MW of energy from solar-PV facilities combined with 640 MW of battery storage agreements with an anticipated 100 MW expected to come online in 2022. The entire portfolio of replacement resources approved by the NMPRC in PNM’s SJGS Abandonment Application includes replacement of SJGS capacity with the procurement of 650 MW of solar PPAs combined with 300 MW of battery storage agreements. The PVNGS Leased Interest Abandonment Application approved by the NMPRC for replacement of 114 MW of PVNGS capacity and to ensure system reliability and load needs are met includes procurement of 450 MW of solar PPAs combined with 290 MW of battery storage agreements. In addition, the NMPRC issued an order that will allow PNM to service a data center for an additional 190 MW of solar PPA combined with 50 MW of battery storage and a 50 MW solar PPA expected to be operational in 2023. See Note 17.

A summary of purchased power, excluding Valencia, is as follows:
 Year Ended December 31,
 20212020
Purchased under long-term PPAs
MWh3,107,696 2,207,238 
Cost per MWh$33.95 $34.00 
Other purchased power
Total MWh (1)
2,510,263 318,061 
Cost per MWh$45.97 $51.18 
(1) Increase in 2021 primarily resulted from PNM’s participation in the EIM. See Note 4 and Note 17.

Plant Operating Statistics

Equivalent availability of PNM’s major base-load generating stations was:
PlantOperator20212020
SJGSPNM74.2%73.3%
Four CornersAPS66.1%63.9%
PVNGSAPS91.7%89.5%
Joint Projects

SJGS, PVNGS, Four Corners, and Luna are joint projects each owned or leased by several different entities. Some participants in the joint projects are investor-owned entities, while others are privately, municipally, or co-operatively owned. Furthermore, participants in SJGS have varying percentage interests in different generating units within the project. On January 31, 2016 an agreement to restructure the ownership in SJGS became effective. The restructuring agreement provided for certain participants in SJGS to exit ownership at December 31, 2017, by which time SJGS Units 2 and 3 were required to be permanently shut down. On April 1, 2020, the NMPRC approved the abandonment of PNM’s remaining interest in SJGS on June 30, 2022. On February 17 2022, PNM filed a request with the NMPRC to extend operation of SJGS Unit 4 until September 30, 2022. The filing provided that PNM had obtained agreement from the SJGS owners to extend operation of Unit 4, but was unable to secure the extended operation of Unit 1. See Note 17 for additional information about PNM’s SJGS Abandonment Application.

The primary operating or participation agreements for the other joint projects expire July 2041 for Four Corners, December 2046 for Luna, and November 2047 for PVNGS. As described above, Four Corners is located on land within the Navajo Nation and is subject to an easement from the federal government. On January 8, 2021, PNM filed the Four Corners Abandonment Application, which seeks NMPRC approval to exit PNM’s 13% share of Four Corners as of December 31, 2024. See Note 17 for additional information about PNM’s Four Corners Abandonment Application. Portions of PNM’s interests in PVNGS Units 1 and 2 are held under leases. See Nuclear Plant above and Note 8 regarding PNM’s actions related to these leases.

It is possible that other participants in the joint projects have circumstances and objectives that have changed from those existing at the time of becoming participants. The status of these joint projects is further complicated by the uncertainty surrounding the form of potential legislation and/or regulation of GHG, other air emissions, and CCRs, as well as the impacts of the costs of compliance and operational viability of all or certain units within the joint projects. It is unclear how these factors will enter into discussions and negotiations concerning the status of the joint projects as the expiration of basic operational agreements approaches. PNM can provide no assurance that its participation in the joint projects will continue in the manner that currently exists.

TNMP

TNMP provides only transmission and distribution services and does not sell power.
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FUEL
PNM
The percentages (on the basis of KWh) of PNM’s generation of electricity, including Valencia, fueled by coal, nuclear fuel, and gas and oil, and the average costs to PNM of those fuels per MMBTU were as follows:
 CoalNuclearGas and Oil
 Percent of
Generation
Average
Cost
Percent of
Generation
Average
Cost
Percent of
Generation
Average
Cost
202144.3 %$3.02 34.8 %$0.68 16.8 %$6.02 
202043.6 %$3.04 34.7 %$0.70 17.6 %$1.63 

In both 2021 and 2020, 4.1% of PNM’s generation was from utility-owned solar, which has no fuel cost. The generation mix for 2022, including power procured under long-term PPAs, is expected to be 25.7% coal, 33.2% nuclear, 18.3% gas and oil, and 22.8% from renewable resources, including solar, wind, and geothermal. Due to locally available natural gas and oil supplies, the utilization of locally available coal deposits, and the generally adequate supply of nuclear fuel, PNM believes that adequate sources of fuel are available for its generating stations into the foreseeable future. See Sources of Power – PNM – PPAs for information concerning the cost of purchased power. PNM recovers substantially all of its fuel and purchased power costs through the FPPAC.

Coal

SJGS and Four Corners are coal-fired generating plants that obtain their coal requirements from mines near the plants. The coal supply contract for SJGS, was set to expire on June 30, 2022, but was extended, subject to FERC acceptance of the SJGS participation agreement, through September 30, 2022 with an amendment to the coal supply agreement executed on February 17, 2022. Coal supply has not been arranged for periods after the existing contract expires. Substantially all of PNM’s coal costs are passed on to PNM’s customers under the FPPAC. PNM believes there is adequate availability of coal resources to continue to operate SJGS through September 30, 2022.

In December 2013, a coal supply arrangement for Four Corners that runs through July 6, 2031 was executed. Since that time, certain amendments have been made to the contract including amendments to reduce annual take-or-pay minimums and to change the annual contract period to end in May rather than in July of each year. The contract provides for pricing adjustments over its term based on economic indices. In connection with the proposed exit of Four Corners, PNM would make payments totaling $75.0 million to NTEC for relief from its obligations under the coal supply agreement for Four Corners after December 31, 2024.

See Note 16 for additional information about PNM’s coal supply arrangements. See Note 17 for additional information about PNM’s SJGS Abandonment Application, PNM’s Four Corners Abandonment Application, and the 2020 IRP, which all focus on a carbon-free electricity portfolio by 2040 that would eliminate coal at the end of 2024.
Natural Gas
The natural gas used as fuel for the electric generating plants is procured on the open market and delivered by third-party transportation providers. The supply of natural gas can be subject to disruptions due to extreme weather events and/or pipeline or facility outages. PNM has contracted for firm gas transmission capacity to minimize the potential for disruptions due to extreme weather events. Certain of PNM’s natural gas plants are generally used as peaking resources that are highly relied upon during seasonally high load periods and/or during periods of extreme weather, which also may be the times natural gas has the highest demand from other users. Substantially all of PNM’s natural gas costs are recovered through the FPPAC.
Nuclear Fuel and Waste

PNM is one of several participants in PVNGS. The PVNGS participants are continually identifying their future nuclear fuel resource needs and negotiating arrangements to fill those needs. The PVNGS participants have contracted for 100% of PVNGS’s requirements for uranium concentrates through 2025 and 55% through 2028. Additional needed supplies are covered through existing inventories or spot market transactions. For conversion services, 100% are contracted through 2025 and 70% through 2030. Additional needed conversion services are covered through existing inventories or spot market transactions. For enrichment services 90% is contracted through 2022 and 80% through 2026. For fuel assembly fabrication 100% is contracted through 2027.
The Nuclear Waste Policy Act of 1982 required the DOE to begin to accept, transport, and dispose of spent nuclear fuel and high-level waste generated by the nation’s nuclear power plants by 1998. The DOE’s obligations are reflected in a contract with each nuclear power plant. The DOE failed to begin accepting spent nuclear fuel by 1998. APS (on behalf of itself and the other PVNGS participants) pursued legal actions for which settlements were reached. See Note 16 for information concerning these actions.
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The DOE had planned to meet its disposal obligations by designing, licensing, constructing, and operating a permanent geologic repository at Yucca Mountain, Nevada. In March 2010, the DOE filed a motion to dismiss with prejudice its Yucca Mountain construction authorization application that was pending before the NRC. Several legal proceedings followed challenging DOE’s withdrawal of its Yucca Mountain construction authorization application. None of these lawsuits have been conclusively decided. However, the DC Circuit ordered the NRC to resume its review of the application. The results of the NRC’s review publications do not signal whether or when the NRC might authorize construction of the repository.

All spent nuclear fuel from PVNGS is being stored on-site. PVNGS has sufficient capacity at its on-site ISFSI to store all of the nuclear fuel that will be irradiated during the initial operating license periods, which end in December 2027. Additionally, PVNGS has sufficient capacity at its on-site ISFSI to store a portion of the fuel that will be irradiated during the extended license periods, which end in November 2047. If uncertainties regarding the United States government’s obligation to accept and store spent fuel are not favorably resolved, the PVNGS participants will evaluate alternative storage solutions. These may obviate the need to expand the ISFSI to accommodate all of the fuel that will be irradiated during the extended license periods.

ENVIRONMENTAL MATTERS

Electric utilities are subject to stringent laws and regulations for protection of the environment by local, state, federal, and tribal authorities. In addition, PVNGS is subject to the jurisdiction of the NRC, which has the authority to issue permits and licenses and to regulate nuclear facilities in order to protect the health and safety of the public from radioactive hazards and to conduct environmental reviews. The liabilities under these laws and regulations can be material. In some instances, liabilities may be imposed without regard to fault, or may be imposed for past acts, whether or not such acts were lawful at the time they occurred. See MD&A – Other Issues Facing the Company – Climate Change Issues for information on GHG. In addition, Note 16 contains information related to the following matters, incorporated in this item by reference:

PVNGS Decommissioning Funding
Nuclear Spent Fuel and Waste Disposal
The Energy Transition Act
Environmental Matters under the caption “The Clean Air Act”
Cooling Water Intake Structures
Effluent Limitation Guidelines
Santa Fe Generating Station
Environmental Matters under the caption “Coal Combustion Residuals Waste Disposal”

COMPETITION

Regulated utilities are generally not subject to competition from other utilities in areas that are under the jurisdiction of state regulatory commissions. In New Mexico, PNM does not have direct competition for services provided to its retail electric customers. In Texas, TNMP is not currently in any direct retail competition with any other regulated electric utility. However, PNM and TNMP are subject to customer conservation and energy efficiency activities, as well as initiatives to utilize alternative energy sources, including self-generation, or otherwise bypass the PNM and TNMP systems.

PNM is subject to varying degrees of competition in certain territories adjacent to or within the areas it serves. This competition comes from other utilities in its region as well as rural electric cooperatives and municipal utilities.  PNM is involved in the generation and sale of electricity into the wholesale market to serve its New Mexico retail customers.  PNM is subject to competition from regional utilities and merchant power suppliers with similar opportunities to generate and sell energy at market-based prices and larger trading entities that do not own or operate generating assets.

HUMAN CAPITAL RESOURCES

PNM Resources depends on over 1,600 dedicated employees to deliver outstanding customer service and transform into an emissions-free generation future.

Culture

Our diverse and inclusive workforce make the Company successful through our core values of safety, caring, and integrity. Our culture fosters behavior and mindset to sustain shared purpose, transparency and collaboration creating both individual and organizational accountability for achieving key results. Aligned with the core value of safety, we embarked on an in-depth safety survey and actionable plan focused on further integrating safety into our culture. In addition, we incorporate mental and physical well-being into our culture through a robust employee wellness program.

Talent Management and Total Rewards

We seek to attract and retain a highly skilled workforce by offering competitive compensation and benefits as well as opportunities for career advancement. Total compensation packages are reviewed regularly to ensure competitiveness within
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the industry and consistency with performance levels. We are committed to a leadership development program, which ensures our leaders’ success and provides diverse learning plans for all employees.

Diversity and Inclusion

Our core values also drive a culture committed to diversity and inclusion. Our diverse workforce enables the Company to provide exceptional value to our customers and stakeholders. Our 1,646 employees include 39% represented by a bargaining unit, 26% women, 52% minorities, 14% identified as disabled, and 8% veterans. To enhance diversity, we take a multi-tiered approach, including unconscious bias training in our leadership development program, incorporating diversity into our hiring process and undertaking targeted recruitment with organizations supporting diverse candidates. Compensation equity is reviewed three times per year and we perform a robust annual succession planning process, including an evaluation of our programs for diversity and inclusion.

Governance

The Board agrees that human capital management is an important component of PNM Resources’ continued growth and success, and is essential for its ability to attract, retain and develop talented and skilled employees. Management regularly reports to the Compensation Committee of the Board on human capital management topics, including corporate culture, diversity and inclusion, employee development and compensation and benefits. The Compensation Committee has oversight of talent retention and development and succession planning, and the Board provides input on important decisions in each of these areas.
Employees
The following table sets forth the number of employees of PNMR, PNM, and TNMP as of December 31, 2021:
PNMRPNMTNMP
Corporate (1)
401 — — 
PNM877 877 — 
TNMP368 — 368 
   Total1,646 877 368 
(1) Represents employees of PNMR Services Company.

As of December 31, 2021, PNM had 444 employees in its power plant and operations areas that are currently covered by a collective bargaining agreement with the IBEW Local 611 that is in effect through April 30, 2023. As of December 31, 2021, TNMP had 193 employees represented by IBEW Local 66 covered by a collective bargaining agreement that is in effect through August 31, 2024. The wages and benefits for PNM and TNMP employees who are members of the IBEW are typically included in the rates charged to electric customers and consumers, subject to approval of the NMPRC and PUCT.

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

Statements made in this filing that relate to future events or PNMR’s, PNM’s, or TNMP’s expectations, projections, estimates, intentions, goals, targets, and strategies are made pursuant to the Private Securities Litigation Reform Act of 1995. Readers are cautioned that all forward-looking statements are based upon current expectations and estimates and apply only as of the date of this report. PNMR, PNM, and TNMP assume no obligation to update this information.
Because actual results may differ materially from those expressed or implied by these forward-looking statements, PNMR, PNM, and TNMP caution readers not to place undue reliance on these statements. PNMR’s, PNM’s, and TNMP’s business, financial condition, cash flows, and operating results are influenced by many factors, which are often beyond their control, that can cause actual results to differ from those expressed or implied by the forward-looking statements. These factors, which are neither presented in order of importance nor weighted, include:

The expected timing and likelihood of completion of the pending Merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the pending Merger that could reduce anticipated benefits or cause the parties to abandon the transaction
The occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement
The risk that the parties may not be able to satisfy the conditions to the proposed Merger in a timely manner or at all
The risk that the proposed Merger could have an adverse effect on the ability of PNMR to retain and hire key personnel and maintain relationships with its customers and suppliers, and on its operating results and businesses generally
The ability of PNM and TNMP to recover costs and earn allowed returns in regulated jurisdictions, including the prudence of PNM’s undepreciated investments in Four Corners and recovery of PNM’s investments and other costs associated with that plant, and the impact on service levels for PNM customers if the ultimate outcomes do not provide
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for the recovery of costs and operating and capital expenditures, as well as other impacts of federal or state regulatory and judicial actions
The ability of the Company to successfully forecast and manage its operating and capital expenditures, including aligning expenditures with the revenue levels resulting from the ultimate outcomes of regulatory proceedings, or resulting from potential mid-term or long-term impacts related to COVID-19
Uncertainty relating to PNM’s decision to return the currently leased generating capacity in PVNGS Units 1 and 2 at the expiration of their lease terms in 2023 and 2024, including future regulatory outcomes relating to the ratemaking treatment
Uncertainty surrounding the status of PNM’s participation in jointly-owned generation projects, including the changes in PNM’s generation entitlement share for PVNGS following termination of the leases in 2023 and 2024, the proposed exit from Four Corners and the exit and abandonment of SJGS
Uncertainty regarding the requirements and related costs of decommissioning power plants and reclamation of coal mines supplying certain power plants, as well as the ability to recover those costs from customers, including the potential impacts of current and future regulatory proceedings
The impacts on the electricity usage of customers and consumers due to performance of state, regional, and national economies, energy efficiency measures, weather, seasonality, alternative sources of power, advances in technology, the impacts of COVID-19 on customer usage, other changes in supply and demand
Uncertainty related to the potential for regulatory orders, legislation or rulemakings that provide for municipalization of utility assets or public ownership of utility assets, including generation resources, or which would delay or otherwise impact the procurement of necessary resources in a timely manner
The Company’s ability to access the financial markets in order to provide financing to repay or refinance debt as it comes due, as well as for ongoing operations and construction expenditures, including disruptions in the capital or credit markets, actions by ratings agencies, and fluctuations in interest rates, including any negative impacts that could result from the ultimate outcomes of regulatory proceedings, from the economic impacts of COVID-19 or from the entry into the Merger Agreement
The risks associated with completion of generation, transmission, distribution, and other projects, including uncertainty related to regulatory approvals and cost recovery, and the ability of counterparties to meet their obligations under certain arrangements (including approved PPAs related to replacement resources for facilities to be retired or for which the leases will terminate), and supply chain or other outside support services that may be disrupted by the impacts of COVID-19
The potential unavailability of cash from PNMR’s subsidiaries due to regulatory, statutory, or contractual restrictions or subsidiary earnings or cash flows
The performance of generating units, transmission systems, and distribution systems, which could be negatively affected by operational issues, fuel quality and supply chain issues (disruptions), unplanned outages, extreme weather conditions, wildfires, terrorism, cybersecurity breaches, and other catastrophic events, including the impacts of COVID-19, as well as the costs the Company may incur to repair its facilities and/or the liabilities the Company may incur to third parties in connection with such issues
State and federal regulation or legislation relating to environmental matters and renewable energy requirements, the resultant costs of compliance, and other impacts on the operations and economic viability of PNM’s generating plants
State and federal regulatory, legislative, executive, and judicial decisions and actions on ratemaking, and taxes, including guidance related to the Tax Act, and other matters
Risks related to climate change, including potential financial risks resulting from climate change litigation and legislative and regulatory efforts to limit GHG, including the impacts of the ETA
Employee workforce factors, including cost control efforts and issues arising out of collective bargaining agreements and labor negotiations with union employees
Variability of prices and volatility and liquidity in the wholesale power and natural gas markets
Changes in price and availability of fuel and water supplies, including the ability of the mines supplying coal to PNM’s coal-fired generating units and the companies involved in supplying nuclear fuel to provide adequate quantities of fuel
Regulatory, financial, and operational risks inherent in the operation of nuclear facilities, including spent fuel disposal uncertainties
The impacts of decreases in the values of marketable securities maintained in trusts to provide for decommissioning, reclamation, pension benefits, and other postretirement benefits, including potential increased volatility resulting from international developments and the impacts of COVID-19
Uncertainty surrounding counterparty performance and credit risk, including the ability of counterparties to supply fuel and perform reclamation activities and impacts to financial support provided to facilitate the coal supply at SJGS
The effectiveness of risk management regarding commodity transactions and counterparty risk
The outcome of legal proceedings, including the extent of insurance coverage
Changes in applicable accounting principles or policies

For information about the risks associated with the use of derivative financial instruments see Part II, Item 7A. “Quantitative and Qualitative Disclosures About Market Risk.”

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SECURITIES ACT DISCLAIMER

Certain securities described in this report have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be reoffered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws. This Form 10-K does not constitute an offer to sell or the solicitation of an offer to buy any securities.

ITEM 1A.RISK FACTORS
The business and financial results of PNMR, PNM, and TNMP are subject to a number of risks and uncertainties, many of which are beyond their control, including those set forth below and in MD&A, Note 16, and Note 17. For other factors that may cause actual results to differ materially from those indicated in any forward-looking statement contained in this report, see Disclosure Regarding Forward Looking Statements in Item 1. Business. TNMP provides transmission and distribution services to REPs that provide electric service to consumers in TNMP’s service territories. References to customers in the risk factors discussed below also encompass the customers of these REPs who are the ultimate consumers of electricity transmitted and distributed through TNMP’s facilities.
Regulatory Risks
The profitability of PNMR’s utilities depends on being able to recover their costs through regulated rates and earn a fair return on invested capital, including investments in its generating plants. Without timely cost recovery, including recovery of undepreciated investments and other costs associated with abandoning generation facilities, and the opportunity to earn a fair return on capital investments, PNMR’s liquidity and results of operations could be negatively impacted. Further, PNM and TNMP are in a period of significant capital expenditures. While increased capital investments and other costs are placing upward pressure on rates charged to customers, energy efficiency initiatives and other factors are placing downward pressure on customer usage. The combination of these matters could adversely affect the Company’s results of operations and cash flows.
The rates PNM charges its customers are regulated by the NMPRC and FERC. TNMP is regulated by the PUCT. The Company is in a period requiring significant capital investment and is projecting total construction expenditures for the years 2022-2026 to be $4.2 billion. See Note 14. PNM and TNMP anticipate a trend toward increasing costs, for which they will have to seek regulatory recovery. These costs include or are related to costs of asset construction for generation, transmission, and distribution systems necessary to provide electric service, as well as the cost to remove and retire existing assets, environmental compliance expenditures, regulatory mandates to acquire power from renewable resources, regulation related to nuclear safety, increased costs related to cybersecurity, increased interest costs to finance capital investments, and depreciation.
At the same time costs are increasing, there are factors placing downward pressure on the demand for power, thereby reducing customer usage. These factors include changing customer behaviors, including increased emphasis on energy efficiency measures and utilization of alternative sources of power, rate design that is not driven by economics, which could influence customer behavior, unfavorable economic conditions, reduced new sources of demand, and unpredictable weather patterns.

The combination of costs increasing relatively rapidly and the technologies and behaviors that are reducing energy consumption places upward pressure on the per unit prices that must be charged to recover costs. This upward pressure on unit prices could result in additional efforts by customers to reduce consumption through alternative measures. Without timely cost recovery and the authorization to earn a reasonable return on invested capital, the Company’s liquidity and results of operations could be negatively impacted.
On January 8, 2021, PNM filed the Four Corners Abandonment Application, which seeks NMPRC approval to exit PNM’s 13% share of Four Corners as of December 31, 2024, and issuance of approximately $300 million of energy transition bonds as provided by the ETA. On December 15, 2021, the NMPRC issued a final order denying approval of the Four Corners Abandonment Application and the corresponding request for issuance of securitized financing.On December 22, 2021, PNM filed a Notice of Appeal with the NM Supreme Court of the NMPRC decision to deny the application. PNM’s Statement of Issues was filed with the NM Supreme Court on January 21, 2022. See additional discussion of the ETA and PNM’s Four Corners Abandonment Application in Notes 16 and 17.

On January 29, 2021 PNM filed its 2020 IRP addressing the 20-year planning period, from 2020 through 2040. The plan focuses on a carbon-free electricity portfolio by 2040 that would eliminate coal at the end of 2024. This includes replacing the power from San Juan with a mix of approved carbon-free resources and the plan to exit Four Corners at the end of 2024. The plan highlights the need for additional investments in a diverse set of resources, including renewables to supply carbon-free power, energy storage to balance supply and demand, and efficiency and other demand-side resources to mitigate load growth. See additional discussion regarding PNM’s 2020 IRP filing in Note 17.

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On June 11, 2020, PNM provided notices to the lessors and the NMPRC that PNM will return the leased assets under both its PVNGS Unit 1 and Unit 2 leases upon expiration of the leases in January 2023 and 2024. PNM issued an RFP for replacement power resources on June 25, 2020. On April 2, 2021, PNM filed an application with the NMPRC requesting approval for the decertification and abandonment of 114 MW of leased PVNGS capacity, sale and transfer of related assets, and approval to procure new resources (“PVNGS Leased Interest Abandonment Application”). On April 21, 2021, the NMPRC issued an order stating that issues reserved to a separate proceeding in the NM 2015 Rate Case regarding the decision to permanently disallow recovery of certain future decommissioning costs related to PVNGS Units 1 and 2 shall be addressed in this case and PNM shall file testimony addressing the issue. On July 28, 2021, the hearing examiner issued a recommended decision recommending dismissal of PNM's requests for approval to abandon and decertify the Leased Interest; dismissal of PNM's request for approval to sell and transfer the related assets; and dismissal of PNM's request to create regulatory assets for the associated remaining undepreciated investments, but does not preclude PNM seeking recovery of the costs in a general rate case in which the test year period includes the time period in which PNM incurs such costs. The hearing examiner's recommended decision further provides that PNM's request for replacement and system reliability resources and the decision to permanently disallow recovery of certain future decommissioning costs related to PVNGS Units 1 and 2 should remain within the scope of this case.

On August 25, 2021, the NMPRC issued an order granting portions of the July 28, 2021 recommended decision related to dismissal of PNM's request for approval to abandon and decertify the Leased Interest and dismissal of PNM's request for approval to sell and transfer the related assets. In addition, the order bifurcated the issue of approval for the two PPAs and three battery storage agreements into a separate docket so it may proceed expeditiously. On February 16, 2022, the NMPRC approved the two PPAs and three battery storage agreements. See additional discussion of PNM’s PVNGS Leased Interest Abandonment Application in Notes 17.

An adverse decision regarding PNM’s ability to recover certain PVNGS decommissioning costs and recovery of undepreciated investments at PVNGS and Four Corners, could negatively impact PNM’s financial position, results of operations, and cash flows. Likewise, if the NMPRC does not authorize appropriate recovery of any undepreciated generating resources at the time those resources cease to be used to provide service to New Mexico ratepayers, including required future investments, and does not authorize recovery of the costs of obtaining power to replace those resources, PNM’s financial position, results of operations, and cash flows could be negatively impacted.
The inability to operate generation resources prior to their planned retirement dates, or the NMPRC’s denial, modification or delay of PNM’s applications for replacement resources, would require PNM to obtain power from other sources in order to serve the needs of its customers. There can be no assurance the NMPRC will allow PNM to recover undepreciated investments in retired facilities through rates charged to customers, that adequate sources of replacement power would be available, that adequate transmission capabilities would be available to bring that power into PNM’s service territory, or whether the cost of obtaining those resources would be economical. Any such events would negatively impact PNM’s financial position, results of operations, and cash flows unless the NMPRC authorized the collection from customers of any un-recovered costs related to the retired facilities, as well as costs of obtaining replacement power.

It is also possible that unsatisfactory outcomes of these matters, the financial impact of climate change regulation or legislation, other environmental regulations, the result of litigation, the adequacy and timeliness of cost recovery mechanisms, and other business considerations, could jeopardize the economic viability of certain generating facilities or the ability or willingness of individual participants to continue their participation through the periods currently contemplated in the agreements governing those facilities.

PNM currently recovers the cost of fuel for its generation facilities through its FPPAC. A coal supply contract for SJGS, was set to expire on June 30, 2022, but was extended, subject to FERC acceptance of the amended SJGS participation agreement, through September 30, 2022 with an amendment to the coal supply agreement on February 17, 2022. In December 2013, a new fifteen-year coal supply contract for Four Corners beginning in July 2016 was executed. In connection with its exit from Four Corners discussed, and subject to ultimate approval of its Four Corners Abandonment Application with a successful appeal of its initial denial discussed in Note 17, PNM will be relieved of its obligations under the coal supply agreement after December 31, 2024. The contracts provide for pricing adjustments over their terms based on economic indices. Although PNM believes substantially all costs under coal supply arrangements would continue to be recovered through the FPPAC, there can be no assurance that full recovery will continue to be allowed.

PNMR has counterparty credit risk in connection with financial support that was provided to facilitate the coal supply arrangement for SJGS. Adverse developments from these factors could have a negative impact on the business, financial condition, results of operations, and cash flows of PNM and PNMR.

PNMR has an arrangement with a bank under which the bank has issued $30.3 million of letters of credit in favor of sureties in order for the sureties to post reclamation bonds that are required under the miner’s operating permit. The Company’s financial position, results of operations, and cash flows could be negatively impacted if the current mine operator were to default on its obligations to reclaim the San Juan mine and PNMR is required to perform under the letter of credit support agreement.
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PNMR’s utilities are subject to numerous comprehensive federal, state, tribal, and local environmental laws and regulations, including those related to climate change, which may impose significant compliance costs and may significantly limit or affect their operations and financial results.

Compliance with federal, state, tribal, and local environmental laws and regulations, including those addressing climate change, air quality, CCRs, discharges of wastewater originating from fly ash and bottom ash handling facilities, cooling water, effluent, and other matters, may result in increased capital, operating, and other costs, particularly with regard to enforcement efforts focused on power plant emission control obligations. These costs could include remediation, containment, civil liability, and monitoring expenses. The Company cannot predict how it would be affected if existing environmental laws and regulations were to be repealed, revised, or reinterpreted, or if new environmental laws or regulations were to be adopted. See Note 16 and the Climate Change Issues subsection of the Other Issues Facing the Company section of MD&A.

EPA’s Clean Power Plan, the U.S. participation in the Paris Agreement, and federal GHG reduction measures setting emission guidelines have recently been subject to repeal and removal and remain in a state of uncertainty. Therefore, PNMR is dealing with an uncertain regulatory and policy environment. Under the Biden Administration, EPA and other federal agencies will seek to expand climate change regulations and work to aggressively reduce GHG emissions. Many state agencies, environmental advocacy groups, and other organizations will continue to focus on decarbonization with enhanced attention on GHG from fossil-fueled generation facilities. See discussion above and Note 17, regarding PNM’s abandonment applications and the ETA. PNM currently depends on fossil-fueled generation for a significant portion of its electricity. As discussed under Climate Change Issues, this type of generation could be subject to future EPA or state regulations requiring GHG reductions. The anticipated expansion of federal and state regulations could result in additional operating restrictions on facilities and increased generation and compliance costs.

CCRs from the operation of SJGS are currently being used in the reclamation of a surface coal mine. These CCRs consist of fly ash, bottom ash, and gypsum. Any new regulation that would affect the reclamation process, including any future decision regarding classification of CCRs as hazardous waste, could significantly increase the costs of the disposal of CCRs and the costs of mine reclamation. In addition, PNM would incur additional costs to the extent the rule requires the closure or modification of CCR units at Four Corners or the construction of new CCR units beyond those already anticipated or requires corrective action to address releases from CCR disposal units at the site. See Note 16.

A regulatory body may identify a site requiring environmental cleanup, including cleanup related to catastrophic events such as hurricanes or wildfires, and designate PNM or TNMP as a responsible party. There is also uncertainty in quantifying exposure under environmental laws that impose joint and several liability on all potentially responsible parties. Failure to comply with environmental laws and regulations, even if such non-compliance is caused by factors beyond PNM’s or TNMP’s control, may result in the assessment of civil or criminal penalties and fines.

BART determinations have been made for both SJGS and Four Corners under the program to address regional haze in the “four corners” area. Those determinations require facilities to reduce the levels of visibility-impairing emissions, including NOx. Significant capital expenditures have been made at SJGS and at Four Corners for the installation of control technology, resulting in operating cost increases. The final guidance document for how states are to address the second implementation period (“2nd Planning Period”) of the Regional Haze rule was issued on August 20, 2019. In accordance with that guidance and EPA’s revised regional haze rule, states must submit Regional Haze SIPs by July 2021. NMED is currently preparing its next regional haze SIP and has notified PNM that it will not be required to submit a regional haze four-factor analysis for SJGS since PNM will retire its share of SJGS in 2022. The agency may ask for some documentation of PNM’s plans as the state moves closer to filing their SIP and setting the schedule for hearings on regional haze.

If PNM fails to timely obtain, maintain or comply with any required environmental regulatory approval, operations at affected facilities could be suspended or could subject PNM to additional expenses and potential penalties. Failure to comply with applicable environmental laws and regulations also could result in civil liability arising out of government enforcement actions or private claims. In addition, PNMR and its operating subsidiaries may underestimate the costs of environmental compliance, liabilities, and litigation due to the uncertainty inherent in these matters. Although there is uncertainty about the timing and form of the implementation of EPA’s regulations regarding climate change, CCRs, power plant emissions, changes to the ambient air quality standards, and other environmental issues, the promulgation and implementation of such regulations could have a material impact on operations. The Company is unable to estimate these costs due to the many uncertainties associated with, among other things, the nature and extent of future regulations and changes in existing regulations, including the changes in regulatory policy under the Biden Administration. Timely regulatory recovery of costs associated with any environmental-related regulations would be needed to maintain a strong financial and operational profile. The above factors could adversely affect the Company’s business, financial position, results of operations, and liquidity.


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PNMR, PNM, and TNMP are subject to complex government regulation unrelated to the environment, which may have a negative impact on their businesses, financial position and results of operations.
To operate their businesses, PNMR, PNM, and TNMP are required to have numerous permits and approvals from a variety of regulatory agencies. Regulatory bodies with jurisdiction over the utilities include the NMPRC, NMED, PUCT, TCEQ, ERCOT, FERC, NRC, EPA, and NERC. Oversight by these agencies covers many aspects of the Company’s utility operations including, but not limited to: location, construction, and operation of facilities; the purchase of power under long-term contracts; conditions of service; the issuance of securities; and rates charged to customers. FERC has issued a number of rules pertaining to preventing undue discrimination in transmission services and electric reliability standards. The significant level of regulation imposes restrictions on the operations of the Company and causes the incurrence of substantial compliance costs. PNMR and its subsidiaries are unable to predict the impact on their business and operating results from future actions of any agency regulating the Company. Changes in existing regulations or the adoption of new ones could result in additional expenses and/or changes in business operations. Failure to comply with any applicable rules, regulations or decisions may lead to customer refunds, fines, penalties, and other payments, which could materially and adversely affect the results of operations and financial condition of PNMR and its subsidiaries. 

Operational Risks
Customer electricity usage could be reduced by increases in prices charged and other factors.  This could result in underutilization of PNM’s generating capacity, as well as underutilization of the capacities of PNM’s and TNMP’s transmission and distribution systems.  Should this occur, operating and capital costs might not be fully recovered, and financial performance could be negatively impacted.

A number of factors influence customers’ electricity usage.  These factors include but are not limited to rates charged by PNM and TNMP, rates charged by REPs utilizing TNMP’s facilities to deliver power, energy efficiency initiatives, unusual weather patterns, availability and cost of alternative sources of power, and national, regional, or local economic conditions.

These factors and others may prompt customers to institute additional energy efficiency measures or take other actions that would result in lower energy consumption. If customers bypass or underutilize PNM’s and TNMP’s facilities through self-generation, renewable, or other energy resources, technological change, or other measures, revenues would be negatively impacted.

PNM’s and TNMP’s service territories include several military bases and federally funded national laboratories, as well as large industrial customers that have significant direct and indirect impacts on the local economies where they operate.  The Company does not directly provide service to any of the military bases or national laboratories but does provide service to large industrial customers. The Company’s business could be hurt from the impacts on the local economies associated with these customer groups as well as directly from the large industrial customers for a number of reasons including federally-mandated base closures, significant curtailment of the activities at the bases or national laboratories, and closure of industrial facilities or significant curtailment of their activities.
Another factor that could negatively impact the Company is that proposals are periodically advanced in various localities to municipalize, or otherwise take over PNM’s facilities, which PNM believes would require state legislative or other legal action to implement, or to establish new municipal utilities in areas currently served by PNM.  If any such initiative is successful, the result could be a material reduction in the usage of the facilities, a reduction in rate base, and reduced earnings.

Should any of the above factors result in facilities being underutilized, the Company’s financial position, results of operations, and cash flows could be significantly impacted.

Advances in technology could make electric generating facilities less competitive.

Research and development activities are ongoing for new technologies that produce power or reduce power consumption. These technologies include renewable energy, customer-oriented generation, energy storage, and energy efficiency. PNM generates power at central station power plants to achieve economies of scale and produce power at a cost that is competitive with rates established through the regulatory process. There are distributed generation technologies that produce power, including fuel cells, microturbines, wind turbines, and solar cells, which have become increasingly cost competitive. These advances in technology have reduced the costs of these alternative methods of producing power to a level that is competitive with that of central station power production. In addition, advances made in the capabilities of energy storage have further decreased power production and peak usage through the dispatch of more battery systems. These technological advances have resulted in demand reduction that negatively impact revenue and/or result in underutilized assets that have been built to serve peak usage. In addition, certain federal, state, or local requirements that regulated utilities such as PNM are required to follow could result in third parties being able to provide electricity from similar generation technologies to consumers at prices lower than PNM is able to offer. As these technologies become more cost competitive or can be used by third-parties to supply power at lower prices than PNM is able to offer, PNM’s energy sales and/or regulated returns could be eroded, and the value of its generating facilities could be reduced. Advances in technology could also change the channels
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through which electric customers purchase or use power, which could reduce the Company’s sales and revenues or increase expenses. These advances can also create more uncertainty in load shapes and forecasts, which could have implications for generation and system planning.

Costs of decommissioning, remediation, and restoration of nuclear and fossil-fueled power plants, as well as reclamation of related coal mines, could exceed the estimates of PNMR and PNM as well as the amounts PNM recovers from its ratepayers, which could negatively impact results of operations and liquidity.

PNM has interests in a nuclear power plant, two coal-fired power plants, and several natural gas-fired power plants and is obligated to pay its share of the costs to decommission these facilities. PNM is also obligated to pay for its share of the costs of reclamation of the mines that supply coal to the coal-fired power plants. Likewise, other owners or participants are responsible for their shares of the decommissioning and reclamation obligations and it is important to PNM that those parties fulfill their obligations. Rates charged by PNM to its customers, as approved by the NMPRC, include a provision for recovery of certain costs of decommissioning, remediation, reclamation, and restoration. The NMPRC has established a cap on the amount of costs for the final reclamation of the surface coal mines that may be recovered from customers. PNM records estimated liabilities for its share of the legal obligations for decommissioning and reclamation. These estimates include many assumptions about future events and are inherently imprecise. In the event the costs to decommission the facilities or to reclaim the mines serving the plants exceed current estimates, or if amounts are not approved for recovery by the NMPRC, results of operations could be negatively impacted.

The costs of decommissioning any nuclear power plant are substantial. PNM is responsible for all decommissioning obligations related to its entire interest in PVNGS, including portions under lease both during and after termination of the leases. PNM maintains trust funds designed to provide adequate financial resources for decommissioning PVNGS and for reclamation of the coal mines serving SJGS and Four Corners at the end of their expected lives. However, if the PVNGS units are decommissioned before their planned date or the coal mines are shut down sooner than expected, these funds may prove to be insufficient.

The financial performance of PNMR, PNM, and TNMP may be adversely affected if power plants and transmission and distribution systems do not operate reliably and efficiently.
The Company’s financial performance depends on the successful operation of PNM’s generation assets, as well as the transmission and distribution systems of PNM and TNMP. PNM’s recent abandonment applications for SJGS and Four Corners will increase PNM’s dependency on other generation resources, including renewable resources, gas-fired facilities, and PVNGS, and will reduce PNM’s flexibility in managing those resources. Unscheduled or longer than expected maintenance outages, breakdown or failure of equipment or processes due to aging infrastructure, temporary or permanent shutdowns to achieve environmental compliance, other performance problems with the generation assets, severe weather conditions, accidents and other catastrophic events, acts of war or terrorism, cybersecurity attacks, wildfires, disruptions in the supply, quality, and delivery of fuel and water supplies, and other factors could result in PNM’s load requirements being larger than available system generation capacity. Unplanned outages of generating units and extensions of scheduled outages occur from time to time and are an inherent risk of the Company’s business. If these were to occur, PNM would be required to purchase electricity in either the wholesale market or spot market at the then-current market price. There can be no assurance that sufficient electricity would be available at reasonable prices, or available at all. The failure of transmission or distribution facilities may also affect PNM’s and TNMP’s ability to deliver power. These potential generation, distribution, and transmission problems, and any service interruptions related to them, could result in lost revenues and additional costs.

PNMR, PNM, and TNMP are subject to information security breaches and risks of unauthorized access to their information and operational technology systems as well as physical threats to assets.
The Company faces the risk of physical and cybersecurity attacks, both threatened and actual, against generation facilities, transmission and distribution infrastructure, information technology systems, and network infrastructure, which could negatively impact the ability of the Company to generate, transport, and deliver power, or otherwise operate facilities in the most efficient manner or at all.

The utility industry in which the Company operates is a highly regulated industry that requires the continued operation of sophisticated information technology systems and network infrastructure, some of which are deemed to be critical infrastructure under NERC guidelines. Certain of the Company’s systems are interconnected with external networks. In the regular course of business, the utilities handle a range of sensitive security and customer information. PNM and TNMP are subject to the rules of various agencies and the laws of various states, concerning safeguarding and maintaining the confidentiality of this information. Cyber-attacks regularly occur, and generally are unsuccessful. Those few events that are successful do not generally result in significant or consequential business impacts. However, despite steps the Company may take to detect, mitigate and/or eliminate threats and respond to security incidents, the techniques used by those who wish to obtain unauthorized access, and possibly disable or sabotage systems and/or abscond with information and data, change frequently and the Company may not be able to protect against all such actions.

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In the event that a capable adversary attacks the Company’s computer and operating systems, despite the best efforts of the Company, the generation, transmission, or distribution of electrical services could be degraded or disrupted, customer information, business records, or other sensitive data could be lost, destroyed, or released outside of the Company’s control. Further, the Company’s use of technologies manufactured by third parties may be subject to espionage activities, and cyber-attack of the third party resulting in losses outside of the control of the company. Although the Company has implemented security measures to identify, prevent, detect, respond to, and recover from cyber and physical security events and supply chain disruptions, critical infrastructure, including information and operational technology systems, are vulnerable to disability, failures, or unauthorized access, which could occur as a result of malicious compromise, employee error, and/or employee misconduct or supply compromise.  A successful physical or cybersecurity attack or other similar failure of the systems could impact the reliability of PNM’s generation and PNM’s and TNMP’s transmission and distribution systems, including the possible unauthorized shutdown of facilities. Such an event could lead to disruptions of business operations, including the Company’s ability to generate, transport, and deliver power to serve customers, to bill customers, and to process other financial information. A breach of the Company’s information systems could also lead to the loss and destruction of confidential and proprietary data, personally identifiable information, trade secrets, intellectual property and supplier data, and could disrupt business operations which could harm the Company’s reputation and financial results, as well as potential increased regulatory oversight, litigation, fines, and other remedial action. The costs incurred to investigate and remediate a physical or cybersecurity attack could be significant. A significant physical or cybersecurity attack on the Company’s critical infrastructure could have an adverse impact on the operations, reputation and financial condition of PNMR, PNM, and TNMP.
There are inherent risks in the ownership and operation of nuclear facilities.
PNM has a 10.2% undivided interest in PVNGS, including interests in Units 1 and 2 held under leases. PVNGS represents 12.9% of PNM’s total generating capacity as of December 31, 2021. PVNGS is subject to environmental, health, and financial risks including but not limited to the ability to obtain adequate supplies of nuclear fuel and water, the ability to dispose of spent nuclear fuel, decommissioning of the plant (see above), securing the facilities against possible terrorist attacks, and unscheduled outages due to equipment failures.
The NRC has broad authority under federal law to impose licensing and safety-related requirements for the operation of nuclear generation facilities. Events at nuclear facilities of other operators or which impact the industry generally may lead the NRC to impose additional requirements and regulations on all nuclear generation facilities, including PVNGS. A major incident at a nuclear facility anywhere in the world could cause the NRC to limit or prohibit the operation or licensing of any domestic nuclear unit and to promulgate new regulations that could require significant capital expenditures and/or increase operating costs.
In the event of noncompliance with its requirements, the NRC has the authority to impose a progressively increasing inspection regime that could ultimately result in the shutdown of a unit, civil penalties, or both, depending upon the NRC’s assessment of the severity of the situation, until compliance is achieved. Increased costs resulting from penalties, a heightened level of scrutiny, and/or implementation of plans to achieve compliance with NRC requirements could adversely affect the financial condition, results of operations, and cash flows of PNMR and PNM. Although PNM has no reason to anticipate a serious nuclear incident at PVNGS, if an incident did occur, it could materially and adversely affect PNM’s results of operations and financial condition. 
PNM has external insurance coverage to minimize its financial exposure to some risks. However, it is possible that liabilities associated with nuclear operations could exceed the amount of insurance coverage. See Note 16.

Peak demand for power could exceed forecasted supply capacity, resulting in increased costs for purchasing capacity in the market or building additional generation facilities and/or battery storage facilities.

PNM is obligated to supply power to retail customers. As PNM continues to complete the significant transition in generation resources necessary to achieve 100% carbon emission-free generation by 2040, there are certain potential deliverability and cost risks associated with this transition. These risks are in three main areas, including 1) risk of completion of replacement resources prior to planned generation unit retirements, 2) increasing levels of renewable generation presenting risks of uncertainty and variability that will be further compounded as neighboring systems transition towards increasing levels of renewable resources, and 3) risks for mitigating possible resource volatility through a shrinking energy market.

At peak times, power demand could exceed PNM’s forecasted available generation capacity, particularly if PNM’s power plants are not performing as anticipated and additional resources are not approved as PNM transitions its system to carbon emission-free generation and battery storage. Availability of this technology may create additional strain on the system by adding these additional resources without adequate storage. Additionally, further advances in the technology of renewable resources may need to occur in order to ensure that these resources meet carbon emission-free standards. Competitive market forces or adverse regulatory actions may require PNM to purchase capacity and energy from the market or build additional resources to meet customers’ energy needs in an expedited manner. If that occurs, PNM may see opposition to recovery of these additional costs and could experience a lag between when costs are incurred and when regulators permit recovery in customers’ rates. These situations could have negative impacts on results of operations and cash flows.
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Throughout 2021 and continuing into 2022, PNM provided notices of delays and status updates to the NMPRC for the approved SJGS replacement resource projects. All four project developers have notified PNM that completion of the projects will be delayed and no longer available for most, if any of the 2022 summer peak load period. PNM's existing resources, including available reserves, may be insufficient for 2022 summer peak load reliability considering these delays. PNM has entered into agreements to purchase power from third parties to minimize potential impacts to customers during the 2022 summer peak load period. PNM likely faces the same concerns in the summer of 2023 as a result of delays in the NMPRC approval of replacement resources for the PVNGS leased capacity that expire in January 2023. Prolonged regulatory approval of replacement resources for PVNGS leased capacity, continued delays in replacement resources for SJGS, availability of resources and increased costs for purchasing capacity may negatively impact the results of operations and cash flows. See Note 17.

On May 26, 2021, the NMPRC opened a docket initiating a rulemaking in order to streamline IRP proceedings and allow NMPRC oversight of utility resource procurement practices. On June 7, 2021 the NMPRC issued an Order providing a proposed rule governing IRP and Procurement practices. The proposed rule establishes the NMPRC approval process for the IRP and requirements for the utility to proceed with a Request for Proposal (RFP) for any required resources, which would also be subject to NMPRC and stakeholder oversight and NMPRC approval. The process would require the utility to make available to any stakeholder its modeling and data in order to allow independent alternative analysis of resources, and also provides for the NMPRC to assign an Independent Evaluator at its discretion. PNM and other parties provided comments indicating that the NMPRC lacks authority to impose many of the proposed requirement for both IRP and utility resource procurement practices. The proposed oversight of the procurement process is likely to prevent a utility’s timely acquisition of necessary resources and may inhibit competitive procurement.

Difficulties in obtaining permits and rights-of-way could negatively impact PNM’s results of operations.

PNM’s ability to execute planned operational activities and projects may be inhibited by difficulties in obtaining permits and rights-of-way and other delays. Many of PNM’s transmission and distribution lines cross federal, state, and tribal lands. The Company can experience significant delays in obtaining approvals for new infrastructure, as well as renewals of existing rights-of-way and access for critical maintenance, including vegetation management on these lands. The environmental regulations governing siting and permitting on federal, state, and tribal lands are complex, involve multiple agencies, and include a public process. Any of these risk factors could result in higher costs, delays, or the inability to complete planned projects.

General Economic and Weather Risks
The outbreak of COVID-19 and its impact on business and economic conditions could negatively affect the Company's business, results of operations, financial condition, cash flows, and the trading value of PNMR's common stock and the Company's debt securities.

The scale and scope of the ongoing COVID-19 outbreak, the resulting global pandemic, and the impact on the economy and financial markets could adversely affect the Company’s business, results of operations, financial condition, cash flows, and access to the capital markets. The Company provides critical electric services and has implemented business continuity and emergency response plans to continue to provide these services to its customers and to support the Company’s operations. The Company is also working to ensure the health and safety of its employees is not compromised. These measures include precautions with regard to employee and facility hygiene, travel limitations, allowing certain employees to continue to work remotely whenever possible, and protocols for required work within customer premises to protect our employees, customers and the public. We are also working with our suppliers to understand and mitigate the potential impacts to our supply chain and have taken steps to ensure the integrity of our information systems.

However, there is no assurance that the continued spread of COVID-19 and efforts to contain the virus will not adversely impact our business, results of operations, financial condition, cash flows, ability to access the capital markets, and the trading value of the Company's common stock and debt securities. The continued spread of COVID-19 and related efforts to contain the virus could adversely impact the Company by:

reducing usage and/or demand for electricity by our customers in New Mexico and Texas;
reducing the availability and productivity of our employees;
increasing costs as a result of our emergency measures, including costs to ensure the safety of our employees, security of our information systems and delayed payments from our customers and uncollectable accounts;
causing delays and disruptions in the availability of and timely delivery of materials and components used in our operations;
causing delays and disruptions in the supply chain resulting in disruptions in the commercial operation dates of certain projects;
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causing a deterioration in the credit quality of our counterparties, including power purchase agreement providers, contractors or retail customers, that could result in credit losses;
causing impairments of goodwill or long-lived assets and adversely impacting the Company’s ability to develop, construct and operate facilities;
impacting the Company’s ability to meet the requirements of the covenants in our existing credit facilities, including covenants regarding debt to capitalization;
causing a deterioration in our financial metrics or the business environment that impacts our credit ratings;
decreasing the value of our investment securities held in trusts for pension and other postretirement benefits, and for nuclear decommissioning and coal mine reclamation, which could lead to increased funding requirements;
impacting our liquidity position and cost of and ability to access funds from financial institutions and capital markets;
receiving unfavorable regulatory treatment in recovery of bad debt expense incurred during the Governor of New Mexico’s emergency executive order; and
causing other unpredictable events.

General economic conditions of the nation and/or specific areas can affect the Company’s customers and suppliers. Economic recession or downturn may result in decreased consumption by customers and increased bad debt expense, and could also negatively impact suppliers, all of which could negatively affect the Company.

Economic activity in the service territories of PNMR subsidiaries is a key factor in their performance. Decreased economic activity can lead to declines in energy consumption, which could adversely affect future revenues, earnings, and growth.  Higher unemployment rates, both in the Company’s service territories and nationwide, could result in commercial customers ceasing operations and lower levels of income for residential customers. These customers might then be unable to pay their bills on time, which could increase bad debt expense and negatively impact results of operations and cash flows. Economic conditions also impact the supply and/or cost of commodities and materials needed to construct or acquire utility assets or make necessary repairs.
The operating results of PNMR and its operating subsidiaries are seasonal and are affected by weather conditions, including regional drought.
Electric generation, transmission, and distribution are generally seasonal businesses that vary with the demand for power. With power consumption typically peaking during the hot summer months, revenues traditionally peak during that period. As a result, quarterly operating results of PNMR and its operating subsidiaries vary throughout the year. In addition, PNMR and its operating subsidiaries have historically had lower revenues resulting in lower earnings when weather conditions are milder. Unusually mild weather in the future could reduce the revenues, net earnings, and cash flows of the Company.
Drought conditions in New Mexico, especially in the “four corners” region, where SJGS and Four Corners are located, may affect the water supply for PNM’s generating plants.  If inadequate precipitation occurs in the watershed that supplies that region, PNM may have to decrease generation at these plants. This would require PNM to purchase power to serve customers and/or reduce the ability to sell excess power on the wholesale market and reduce revenues. Drought conditions or actions taken by the court system, regulators, or legislators could limit PNM’s supply of water, which would adversely impact PNM’s business. Although SJGS and Four Corners participate in voluntary shortage sharing agreements with tribes and other water users in the “four corners” region, PNM cannot be certain these contracts will be enforceable in the event of a major drought or that it will be able to renew these contracts in the future.
TNMP’s service areas are exposed to extreme weather, including high winds, drought, flooding, ice storms, and periodic hurricanes. Extreme weather conditions, particularly high winds and severe thunderstorms, also occur periodically in PNM’s service areas. These severe weather events can physically damage facilities owned by TNMP and PNM. Any such occurrence both disrupts the ability to deliver energy and increases costs. Extreme weather can also reduce customers’ usage and demand for energy or could result in the Company incurring obligations to third parties related to such events. These factors could negatively impact results of operations and cash flows.
As discussed in Note 16, in February 2021, Texas experienced a severe winter storm delivering the coldest temperatures in 100 years for many parts of the state. ERCOT declared its highest state of emergency, an Emergency Energy Alert Level 3 (EEA3), due to exceptionally high electric demand exceeding supply amid the arctic temperatures. Ultimately, the ERCOT market was not able to deliver sufficient generation load to the grid resulting in significant, statewide outages as ERCOT directed transmission operators to curtail thousands of firm load megawatts. In response to the severe winter weather, the Governor of Texas issued a Declaration of a State of Disaster for all counties in Texas. Additionally, to assist in the recovery from the emergency conditions, the PUCT issued an order that placed a temporary moratorium on customer disconnections due to non-payment for transmission and distribution utilities that ended in June 2021. Consequently, the duration of the severe winter storm and high energy costs posed a financial hardship to REPs in the ERCOT region. The Texas Attorney General issued civil investigation demands to ERCOT and 11 power companies in Texas related to power outages, emergency plans, energy pricing and other factors associated with the severe weather storm. While TNMP has regulatory authorization to defer bad debt expense from REPs to a regulatory asset and seek recovery in a future general rate case, it intends to fully cooperate with all regulatory directives and inquiries made by the PUCT, the Texas Attorney General, and any other regulatory agencies. Various market participants, including TNMP, have been named as defendants in lawsuits relating to the February 2021 winter
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weather power outages. As a transmission and distribution utility operating during that weather event, TNMP could be named in additional suits.
The impact of wildfires could negatively affect PNM’s and TNMP’s results of operations.

PNM and TNMP have large networks of electric transmission and distribution facilities. Weather conditions in the U.S. Southwest region and Texas vary and could contribute to wildfires in or near PNM’s and TNMP’s service territories. PNM and TNMP take proactive steps to mitigate wildfire risk. However, wildfire risk is always present and PNM and TNMP could be held liable for damages incurred as a result of wildfires caused, or allegedly caused, by their transmission and distribution systems. In addition, wildfires could cause damage to PNM’s and TNMP’s assets that could result in loss of service to customers or make it difficult to supply power in sufficient quantities to meet customer needs. These events could have negative impacts on the Company’s financial position, results of operations, and cash flows.
Risks Relating to the Proposed Merger with Avangrid

There is no assurance when or if the proposed Merger will be completed.

Completion of the proposed Merger is subject to the satisfaction or waiver of a number of conditions as set forth in the Merger Agreement, including regulatory approval and other customary closing conditions. There can be no assurance that the conditions to completion of the proposed Merger will be satisfied or waived or that other events will not intervene to delay or result in the failure to close the proposed Merger. In particular, as discussed in more detail below, the NMPRC issued a negative ruling on the merger in December 2021 and in January 2022 PNMR filed a notice of appeal with the New Mexico Supreme Court. At this time PNMR and Avangrid amended the Merger Agreement to extend the End Date to April 20, 2023. It is not possible at this time to predict if or when the merger will receive the required approval from the NMPRC.

In addition, each of Avangrid and PNMR may unilaterally terminate the Merger Agreement under certain circumstances, and Avangrid and PNMR may agree at any time to terminate the Merger Agreement, even though PNMR shareholders have already approved the Merger Agreement.

Avangrid and PNMR may be unable to obtain the regulatory approvals required to complete the proposed Merger.

In addition to other conditions set forth in the Merger Agreement, completion of the proposed Merger is conditioned upon the receipt of various state and U.S. federal regulatory approvals, including, but not limited to, approval by NMPRC, PUCT, FERC, NRC and the FCC. Avangrid and PNMR have made various filings and submissions and will pursue all required consents, orders and approvals in accordance with the Merger Agreement. In March 2021, PNMR and Avangrid received FCC approval of the transfer of operating licenses related to the Merger. In April 2021, FERC issued an order authorizing the Merger. In May 2021 the PUCT issued an order authorizing the Merger and the NRC approved the Merger. On December 8, 2021 the NMPRC issued an order rejecting the amended stipulation reached by the parties, see Note 17. On January 3, 2022, PNMR and Avangrid filed a notice of appeal with the NM Supreme Court, and PNM filed its Statement of Issues with the NM Supreme Court on February 2, 2022. In light of the NMPRC December 8, 2021 ruling, on January 3, 2022, PNMR, Avangrid and Merger Sub entered into an Amendment to the Merger Agreement pursuant to which PNMR and Avangrid each agreed to extend the End Date to April 20, 2023. As a result of the delay in closing the Merger due to the need to obtain NMPRC approval, PNMR and Avangrid will be required to make a new filing under the HSR Act and requested extensions of the previously granted approvals from the FCC and NRC. No additional filings will be required with CFIUS, FERC or the PUCT. These consents, orders and approvals may impose requirements, limitations or costs or place restrictions, and if such consents, orders and approvals require an extended period of time to be obtained, such extended period of time could increase the chance that an event occurs that constitutes a material adverse effect with respect to PNMR and thereby may allow Avangrid not to complete the proposed Merger. Such extended period of time also may increase the chance that other adverse effects with respect to PNMR could occur, such as the loss of key personnel. Further, no assurance can be given that the required consents, orders and approvals will be obtained or that the required conditions to closing will be satisfied.

The announcement and pendency of the proposed Merger, during which PNMR is subject to certain operating restrictions, could have an adverse effect on PNMR’s businesses, results of operations, financial condition or cash flows and our ability to access the capital markets.

The announcement and pendency of the proposed Merger could disrupt PNMR’s businesses, and uncertainty about the effect of the Merger may have an adverse effect on PNMR. These uncertainties could disrupt the business of PNMR and cause suppliers, vendors, partners and others that deal with PNMR to defer entering into contracts with PNMR or making other decisions concerning PNMR or seek to change or cancel existing business relationships with PNMR. In addition, PNMR’s employees may experience uncertainty regarding their roles after the Merger. For example, employees may depart either before the completion of the Merger because of such uncertainty and issues relating to the difficulty of coordination or a desire not to remain following the Merger; and the pendency of the Merger may adversely affect PNMR’s ability to retain, recruit and motivate key personnel. Additionally, the Merger requires PNMR to obtain Avangrid’s consent prior to taking certain specified actions while the Merger is pending. These restrictions may prevent PNMR from pursuing otherwise attractive business
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opportunities or other capital structure alternatives and making other changes to its business or executing certain of its business strategies prior to the completion of the Merger. Further, the Merger may impact our ability to access the capital markets and could give rise to potential liabilities, including as a result of future shareholder lawsuits relating to the Merger. Any of these matters could adversely affect the businesses of, or harm the results of operations, financial condition or cash flows of PNMR.

PNMR will incur substantial transaction fees and costs in connection with the proposed Merger.

PNMR has incurred and expects to incur additional material non-recurring expenses in connection with the proposed Merger and completion of the transactions contemplated by the Merger Agreement. Further, even if the proposed Merger is not completed, PNMR will need to continue to pay certain costs relating to the proposed Merger incurred prior to the date the proposed Merger was abandoned, such as legal, accounting, financial advisory, filing and printing fees.

The termination of the Merger Agreement could negatively impact PNMR.

If the Merger is not completed for any reason, the ongoing businesses of PNMR may be adversely affected and, without realizing any of the anticipated benefits of having completed the Merger, PNMR would be subject to a number of risks, including the following:

PNMR may experience negative reactions from the financial markets, including a decline of its stock price (which may reflect a market assumption that the Merger will be completed);
PNMR may experience negative reactions from its customers, regulators and employees;
PNMR may be required to pay certain costs relating to the Merger, whether or not the Merger is completed; and
Matters relating to the Merger will have required substantial commitments of time and resources by PNMR management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to PNMR as an independent company.

If the Merger Agreement is terminated and the Board seeks another merger, business combination or other transaction, PNMR shareholders cannot be certain that PNMR will be able to find a party willing to offer equivalent or more attractive consideration than the consideration PNMR shareholders would receive in the Merger.

The Merger Agreement contains provisions that prevent a potential alternative acquirer that might be willing to pay more to acquire PNMR.

The Merger Agreement contains customary “no shop” provisions which state that we will not solicit or facilitate proposals regarding a merger or similar transaction with another party while the Merger Agreement is in effect. In January 2022, the End Date in the Merger Agreement was extended to April 20, 2023. These provisions prevent a potential third-party acquirer from considering or proposing an alternative acquisition, even if it were prepared to pay consideration with a higher value than that proposed to be paid in the Merger.
Financial Risks
PNMR may be unable to meet its ongoing and future financial obligations and to pay dividends on its common stock if its subsidiaries are unable to pay dividends or distributions to PNMR.
PNMR is a holding company and has no operations of its own. PNMR’s ability to meet its financial obligations and to pay dividends on its common stock primarily depends on the net earnings and cash flows of PNM and TNMP and their capacity to pay upstream dividends or distributions. Prior to providing funds to PNMR, PNM and TNMP have financial and regulatory obligations that must be satisfied, including among others, debt service and, in the case of PNM, preferred stock dividends.
The NMPRC has placed certain restrictions on the ability of PNM to pay dividends to PNMR, including that PNM cannot pay dividends that cause its debt rating to fall below investment grade. The NMPRC has also restricted PNM from paying dividends in any year, as determined on a rolling four-quarter basis, in excess of net earnings without prior NMPRC approval. PNM is permitted to pay dividends to PNMR from prior equity contributions made by PNMR. Additionally, PNMR’s financing agreements generally include a covenant to maintain a debt-to-capitalization ratio that does not exceed 70%, and PNM and TNMP’s financing arrangements generally include a covenant to maintain debt-to-capitalization ratios that do not exceed 65%. PNM also has various financial covenants that limit the transfer of assets, through dividends or other means and the Federal Power Act imposes certain restrictions on dividends paid by public utilities, including that dividends cannot be paid from paid-in capital.
Further, the ability of PNMR to declare dividends depends upon the extent to which cash flows will support dividends, the Company’s financial circumstances and performance, economic conditions in the U.S. and in the Company’s service areas, future growth plans and the related capital requirements, and other business considerations. Declaration of dividends may also be affected by decisions of the NMPRC, FERC, and PUCT in various regulatory cases currently pending or that may be docketed in the future, including the outcome of appeals of those decisions, conditions imposed by the NMPRC, PUCT, or Federal Power Act, and the effect of federal regulatory decisions and legislative acts.
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Disruption in the credit and capital markets may impact the Company’s strategy and ability to raise capital.
As discussed in MD&A – Liquidity and Capital Resources, PNMR and its subsidiaries rely on access to both short-term and longer-term capital markets as sources of liquidity for any capital requirements not satisfied by cash flow from operations. In general, the Company relies on its short-term credit facilities as the initial source to finance construction expenditures. This results in increased borrowings under the facilities over time. The Company is currently projecting total construction expenditures for the years 2022-2026 to be $4.2 billion. If PNMR or its operating subsidiaries are not able to access capital at competitive rates, or at all, PNMR’s ability to finance capital requirements and implement its strategy will be limited. Disruptions in the credit markets, which could negatively impact the Company’s access to capital, could be caused by an economic recession, declines in the health of the banking sector generally or the failure of specific banks who are parties to the Company’s credit facilities, deterioration in the overall health of the utility industry, the bankruptcy of an unrelated energy company, war, terrorist attacks, cybersecurity attacks, or threatened attacks.
If the Company’s cash flow and credit and capital resources are insufficient to fund capital expenditure plans, the Company may be forced to delay important capital investments, sell assets, seek additional equity or debt capital, or restructure debt. In addition, insufficient cash flows and capital resources may result in reductions of credit ratings. This could negatively impact the Company’s ability to incur additional indebtedness on acceptable terms and would result in an increase in the interest rates applicable under the Company’s credit facilities. The Company’s cash flow and capital resources may be insufficient to pay interest and principal on debt in the future. If that should occur, the Company’s capital raising or debt restructuring measures may be unsuccessful or inadequate to meet scheduled debt service obligations. This could cause the Company to default on its obligations and further impair liquidity.
Reduction in credit ratings or changing rating agency requirements could materially and adversely affect the Company’s growth, strategy, business, financial position, results of operations, and liquidity.
PNMR, PNM, and TNMP cannot be sure that any of their current credit ratings will remain in effect for any given period of time or that a rating will not be put under review for a downgrade, lowered, or withdrawn entirely by a rating agency. As discussed in MD&A - Liquidity and Capital Resources, all of PNMR, PNM, and TNMP debt ratings are investments grade. Downgrades or changing requirements could result in increased borrowing costs due to higher interest rates on current borrowings or future financings, a smaller potential pool of investors, and decreased funding sources. Such conditions also could require the provision of additional support in the form of letters of credit and cash or other collateral to various counterparties.

Declines in values of marketable securities held in trust funds for pension and other postretirement benefits and in the NDT and coal mine reclamation trusts could result in sustained increases in costs and funding requirements for those obligations, which may affect operational results.

The pension plans’ targeted asset allocation is 50% liability matching fixed and 50% return generating income, which includes alternative income. The Company uses a strategy, known as Liability Driven Investing, which seeks to select investments that match the liabilities of the pension plans. The OPEB plans generally use the same pension fixed income and equity investment managers and utilize the same overall investment strategy as the pension plans, except there is no allocation to alternative investments and the OPEB plans have a target asset allocation of 30% equities and 70% fixed income.

The NDT investment portfolio maintains a target of 80% fixed income and 20% equity securities. The current asset allocation exposes the NDT investment portfolio to market and macroeconomic factors. Declines in market values could result in increased funding of the trusts, the recognition of losses as impairments for the NDT and coal mine reclamation trusts, and additional expense for the benefit plans. In addition, a change in GAAP required that all changes in the fair value of equity securities recorded on the Company’s balance sheet be reflected in earnings, which results in increased volatility in earnings.

Impairments of goodwill and long-lived assets of PNMR, PNM, and TNMP could adversely affect the Company’s business, financial position, liquidity, and results of operations.
The Company annually evaluates recorded goodwill for impairment. See Note 1 and the Critical Accounting Policies and Estimates section of MD&A. Long-lived assets are also assessed whenever indicators of impairment exist. Factors that affect the long-term value of these assets, including treatment by regulators in ratemaking proceedings, as well as other economic and market conditions, could result in impairments. Significant impairments could adversely affect the Company’s business, financial position, liquidity, and results of operations.

PNM’s PVNGS leases describe certain events, including “Events of Loss” and “Deemed Loss Events”, the occurrence of which could require PNM to take ownership of the underlying assets and pay the lessors for the assets.
The “Events of Loss” generally relate to casualties, accidents, and other events at PVNGS, including the occurrence of specified nuclear events, which would severely adversely affect the ability of the operating agent, APS, to operate, and the ability of PNM to earn a return on its interests in PVNGS.  The “Deemed Loss Events” consist primarily of legal and regulatory
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changes (such as issuance by the NRC of specified violation orders, changes in law making the sale and leaseback transactions illegal, or changes in law making the lessors liable for nuclear decommissioning obligations). PNM believes that the probability of such “Events of Loss” or “Deemed Loss Events” occurring is remote for the following reasons: (1) to a large extent, prevention of “Events of Loss” and some “Deemed Loss Events” is within the control of the PVNGS participants through the general PVNGS operational and safety oversight process; and (2) other “Deemed Loss Events” would involve a significant change in current law and policy. PNM is unaware of any proposals pending or being considered for introduction in Congress, or in any state legislative or regulatory body that, if adopted, would cause any of those events. Furthermore, the NRC places restrictions on the ownership of nuclear generating facilities. These restrictions could limit the transfer of ownership of the assets underlying all or a portion of its current leased interests in PVNGS. PNM and SRP entered into an Asset Purchase and Sale Agreement, pursuant to which PNM agreed to sell to SRP certain PNM-owned assets and nuclear fuel necessary to the ongoing operation and maintenance of leased capacity in PVNGS Unit 1 and Unit 2, which SRP has agreed to acquire from the lessors upon termination of the existing leases. The proposed transaction between PNM and SRP has been approved by the NRC for the transfer of the associated possessory licenses at the end of the term of each of the respective leases. If the proposed transaction is not consummated, PNM may be required to retain all or a portion of its currently leased capacity in PVNGS or be exposed to other claims for damages by the lessors. See Note 8. If these events were to occur, there is no assurance PNM would be provided cost recovery from customers.

The impacts and implementation of U.S. tax reform legislation may negatively impact PNMR’s, PNM’s, and TNMP’s businesses, financial position, results of operations, and cash flows.

On December 22, 2017, comprehensive changes in U.S. federal income taxes were enacted through legislation commonly known as the Tax Cuts and Jobs Act (the “Tax Act”). Among other things, the Tax Act reduced the federal corporate income tax rate from 35% to 21% effective January 1, 2018, eliminated federal bonus depreciation for utilities, and limited interest deductibility for non-utility business activities and the deductibility of certain officer compensation. During 2018, the IRS issued additional guidance related to certain officer compensation and proposed regulations on interest deductibility that provided a 10% “de minimis” exception allowing entities with predominantly regulated activities to fully deduct interest expenses. In addition, the IRS issued proposed regulations interpreting Tax Act amendments to depreciation provisions of the IRC that allowed the Company to claim a bonus depreciation deduction on certain construction projects placed in service subsequent to the third quarter of 2017.

The Company believes that the impacts of the Tax Act will not significantly impact the future earnings of regulated activities due to the ratemaking process. However, cash flows will be reduced in the near term due to less cash being received from customer billings as the benefits of the reduced corporate income tax are passed on to ratepayers, but without a corresponding reduction in income taxes paid due to the Company having a net operating loss carryforward for income taxes purposes. In addition, the income tax benefit of net losses for the unregulated activities of PNMR will be negatively impacted by the reduced rate.

It is possible that the Biden administration and Congress will make changes to provisions of the Tax Act or other tax laws. In addition, further changes to U.S. Treasury regulations, IRS interpretations of the current provisions of the Tax Act, and actions by the NMPRC, PUCT, and FERC could cause the Company’s expectations of the impacts of the Tax Act to change. Any such changes could adversely affect the Company’s financial position, results of operations, and cash flows.

Governance Risks
Provisions of PNMR’s organizational documents, as well as several other statutory and regulatory factors, will limit another party’s ability to acquire PNMR and could deprive PNMR’s shareholders of the opportunity to receive a takeover premium for shares of PNMR’s common stock.
PNMR’s restated articles of incorporation and by-laws include a number of provisions that may have the effect of discouraging persons from acquiring large blocks of PNMR’s common stock or delaying or preventing a change in control of PNMR. The material provisions that may have such an effect include:
Authorization for the Board to issue PNMR’s preferred stock in series and to fix rights and preferences of the series (including, among other things, voting rights and preferences with respect to dividends and other matters)
Advance notice procedures with respect to any proposal other than those adopted or recommended by the Board
Provisions specifying that only a majority of the Board, the chairman of the Board, the chief executive officer, or holders of at least one-tenth of all of PNMR’s shares entitled to vote may call a special meeting of shareholders
Under the New Mexico Public Utility Act, NMPRC approval is required for certain transactions that may result in PNMR’s change in control or exercise of control, including ownership of 10% or more of PNMR’s voting stock. PUCT approval is required for changes to the ownership of TNMP or its parent and certain other transactions relating to TNMP. Certain acquisitions of PNMR’s outstanding voting securities also require FERC approval.

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ITEM 1B. UNRESOLVED STAFF COMMENTS
None.

ITEM 2.PROPERTIES

PNMR

The significant properties owned by PNMR include those owned by PNM and TNMP and are disclosed below.

PNM

See Sources of Power in Part I, Item. 1 Business above for information on PNM’s owned and leased capacity in electric generating stations. As of December 31, 2021, PNM owned, or jointly owned, 3,426 miles of electric transmission lines, 5,751 miles of distribution overhead lines, 5,765 miles of underground distribution lines (excluding street lighting), and 250 substations. PNM’s electric transmission and distribution lines are generally located within easements and rights-of-way on public, private, and Native American lands. PNM owns and leases interests in PVNGS Units 1 and 2 and related property, communication, office and other equipment, office space, vehicles, and real estate. PNM also owns service and office facilities throughout its service territory. See Note 8 for additional information concerning leases.

TNMP

TNMP’s facilities consist primarily of transmission and distribution facilities located in its service areas. TNMP also owns and leases vehicles, service facilities, and office locations throughout its service territory. As of December 31, 2021, TNMP owned 983 miles of overhead electric transmission lines, 7,297 miles of overhead distribution lines, 1,408 miles of underground distribution lines, and 113 substations. Substantially all of TNMP’s property is pledged to secure its first mortgage bonds. See Note 7.

ITEM 3.LEGAL PROCEEDINGS

See Note 16 and Note 17 for information related to the following matters for PNMR, PNM, and TNMP, incorporated in this item by reference.

Note 16

Cooling Water Intake Structures
•    Santa Fe Generating Station
•    San Juan River Adjudication
•    Navajo Nation Allottee Matters

Note 17

PNMR– Merger Regulatory Proceedings
PNM – 2020 Decoupling
PNM – 2020 Integrated Resource Plans
PNM – SJGS Abandonment Application
PNM – Four Corners Abandonment Application
PNM – PVNGS Leased Interest Abandonment Application
PNM – FERC Compliance
TNMP – Transmission Cost of Service Rates

ITEM 4.MINE SAFETY DISCLOSURES

Not Applicable.

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SUPPLEMENTAL ITEM – INFORMATION ABOUT EXECUTIVE OFFICERS OF PNM RESOURCES, INC.
All officers are elected annually by the Board of PNMR. Executive officers, their ages as of February 18, 2022 and offices held with PNMR for the past five years are as follows:
NameAgeOfficeInitial Effective Date
P. K. Collawn63Chairman, President, and Chief Executive OfficerJanuary 2012
J. D. Tarry51Senior Vice President and Chief Financial OfficerJanuary 2020
Vice President, Controller and TreasurerSeptember 2018
Vice President, Finance and ControllerFebruary 2017
Vice President, Corporate Controller, and Chief Information OfficerApril 2015
C. N. Eldred
68Executive Vice President, Corporate Development and FinanceJanuary 2020
Executive Vice President and Chief Financial OfficerJuly 2007
P. V. Apodaca70Senior Vice President, General Counsel, and SecretaryJanuary 2010
R. N. Darnell64Senior Vice President, Public PolicyJanuary 2012
C. M. Olson64Senior Vice President, Utility OperationsFebruary 2018
Vice President, Utility OperationsDecember 2016

PART II
ITEM 5.MARKET FOR PNMR’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

PNMR’s common stock is traded on the New York Stock Exchange under the symbol “PNM”.
Dividends on PNMR’s common stock are declared by its Board. The timing of the declaration of dividends is dependent on the timing of meetings and other actions of the Board. This has historically resulted in dividends considered to be attributable to the second quarter of each year being declared through actions of the Board during the third quarter of the year. The Board declared dividends on common stock considered to be for the second quarter of $0.3275 per share in July 2021 and $0.3075 per share in July 2020. The Board declared dividends on common stock considered to be for the third quarter of $0.3275 per share in September 2021 and $0.3075 per share in September 2020. In February 2022, the Board increased the quarterly dividend from $0.3275 to $0.3475 per share and in December 2020 the Board increased the quarterly dividend from $0.3075 to $0.3275 per share. PNMR targets a long-term dividend payout ratio of 55% of ongoing earnings, which is a non-GAAP financial measure, that excludes from GAAP earnings certain non-recurring, infrequent, and other items that are not indicative of fundamental changes in the earnings capacity of the Company’s operations. PNMR uses ongoing earnings to evaluate the operations of the Company and to establish goals, including those used for certain aspects of incentive compensation, for management and employees.
On February 18, 2022, there were 7,513 holders of record of PNMR’s common stock. All of the outstanding common stock of PNM and TNMP is held by PNMR.

As discussed in Note 7, in January 2020, PNMR completed an equity offering of approximately 6.2 million shares of common stock. In lieu of issuing equity at the time of the offering, PNMR entered into forward sale agreements with certain forward counterparties. On December 15, 2020 PNMR physically settled all shares under the PNMR 2020 Forward Equity Sale Agreements by issuing 6.2 million shares to the forward purchasers at a price of $45.805 per share, aggregating net proceeds of $283.1 million.

All of PNM’s and TNMP’s common stock is owned by PNMR and is not listed for trading on any stock exchange. See Note 6 for a discussion on limitations on the payments of dividends and the payment of future dividends, as well as dividends paid by PNM and TNMP.

See Part III, Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Preferred Stock

As of December 31, 2021, PNM has 115,293 shares of cumulative preferred stock outstanding. PNM is not aware of any active trading market for its cumulative preferred stock. Quarterly cash dividends were paid on PNM’s outstanding cumulative preferred stock at the stated rates during 2021 and 2020. PNMR and TNMP do not have any preferred stock outstanding.

Sales of Unregistered Securities

None.

ITEM 6.    [RESERVED]
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ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations for PNMR is presented on a combined basis, including certain information applicable to PNM and TNMP. This report uses the term “Company” when discussing matters of common applicability to PNMR, PNM, and TNMP. The MD&A for PNM and TNMP is presented as permitted by Form 10-K General Instruction I (2) as amended by the FAST Act. For additional information related to the earliest of the two years presented please refer to the Company’s 2020 Annual Report on Form 10-K. A reference to a “Note” in this Item 7 refers to the accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, unless otherwise specified. Certain of the tables below may not appear visually accurate due to rounding.

MD&A FOR PNMR
EXECUTIVE SUMMARY
Overview and Strategy
PNMR is a holding company with two regulated utilities serving approximately 806,000 residential, commercial, and industrial customers and end-users of electricity in New Mexico and Texas. PNMR’s electric utilities are PNM and TNMP. PNMR strives to create a clean and bright energy future for customers, communities, and shareholders. PNMR’s strategy and decision-making are focused on safely providing reliable, affordable, and environmentally responsible power built on a foundation of Environmental, Social and Governance (ESG) principles.

Recent Developments

Merger

On October 20, 2020, PNMR, Avangrid and Merger Sub entered into the Merger Agreement pursuant to which Merger Sub will merge with and into PNMR, with PNMR surviving the Merger as a wholly-owned subsidiary of Avangrid. The proposed Merger has been unanimously approved by the Boards of Directors of PNMR, Avangrid and Merger Sub and approved by PNMR shareholders at the Special Meeting of Shareholders held on February 12, 2021.

Pursuant to the Merger Agreement, each issued and outstanding share of the common stock of PNMR (other than (i) the issued shares of PNMR common stock that are owned by Avangrid, Merger Sub, PNMR or any wholly-owned subsidiary of Avangrid or PNMR, which will be automatically cancelled at the Effective Time and (ii) shares of PNMR common stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of, or consented in writing to, the Merger who is entitled to, and who has demanded, payment for fair value of such shares) at the Effective Time will be converted into the right to receive $50.30 in cash.

The Merger Agreement provided that it may be terminated if the Effective Time shall not have occurred by the End Date; however,either PNMR or Avangrid could extend the End Date to April 20, 2022 if all conditions to closing have been satisfied other than the obtaining of all required regulatory approvals. On December 8, 2021, the NMPRC issued an order rejecting the stipulation agreement relating to the Merger and the approval of the Merger from the NMPRC has not yet been obtained.

In light of the NMPRC ruling, on January 3, 2022, PNMR, Avangrid and Merger Sub entered into an Amendment to the Merger Agreement pursuant to which PNMR and Avangrid each agreed to extend the End Date to April 20, 2023. The parties acknowledge in the Amendment that the required regulatory approval from the NMPRC has not been obtained and that the parties have reasonably determined that such outstanding approval will not be obtained by April 20, 2022. As amended, the Merger Agreement may be terminated by each of PNMR and Avangrid under certain circumstances, including if the Merger is not consummated by April 20, 2023.

With respect to the NMPRC proceedings, on April 20, 2021, the Joint Applicants, the NMAG, WRA, the International Brotherhood of Electrical Workers Local 611, Dine, Nava Education Project, the San Juan Citizens Alliance and To Nizhoni Ani, had entered into a stipulation and agreement in the Joint Application for approval of Merger pending before the NMPRC. Subsequently, CCAE, Onward Energy Holdings LLC, Walmart Inc., Interwest Energy Alliance, M-S-R Power and the Incorporated County of Los Alamos joined an amended stipulation. An evidentiary hearing was held in August 2021. On November 1, 2021, a Certification of Stipulation was issued by the hearing examiner, which recommended against approval of the amended stipulation. On December 8, 2021, the NMPRC issued an order adopting the Certification of Stipulation, rejecting the amended stipulation reached by the parties. On January 3, 2022, PNMR and Avangrid filed a notice of appeal with the NM Supreme Court. On February 2, 2022, PNMR and Avangrid filed a statement of issues outlining the argument for appeal.

With respect to other regulatory proceedings related to the Merger, in January 2021, the FTC notified PNMR and Avangrid that early termination of the waiting period under the HSR Act in connection with the Merger was granted. In February 2021, CFIUS completed its review of the Merger and concluded that there are no unresolved national security concerns with respect to the Merger. In March 2021, PNMR and Avangrid received FCC approval of the transfer of operating
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licenses related to the Merger. In April 2021, FERC issued an order authorizing the Merger. In May 2021, the PUCT issued an order authorizing the Merger, and the NRC approved the Merger. As a result of the delay in closing of the Merger due to the need to obtain NMPRC approval, PNMR and Avangrid are required to make a new filing under the HSR Act and request extensions of approvals previously received from the FCC and NRC. On February 9, 2022, the request for extension was filed with the NRC. On February 24, 2022, the requests for a 180-day extension were granted by the FCC. No additional filings will be required with CFIUS, FERC or the PUCT.

Consummation of the Merger remains subject to the satisfaction or waiver of certain customary closing conditions, including, without limitation, the absence of any material adverse effect on PNMR, the receipt of required regulatory approval from the NMPRC, and the agreements relating to the divestiture of Four Corners being in full force and effect and all applicable regulatory filings associated therewith being made. The agreement relating to the divestiture of Four Corners has been entered into and is in full force and effect and related filings have been made with the NMPRC.

EIM

On April 1, 2021, PNM joined and began participating in the EIM. The EIM is a real-time wholesale energy trading market operated by the CAISO that enables participating electric utilities to buy and sell energy. The EIM aggregates the variability of electricity generation and load for multiple balancing authority areas and utility jurisdictions. In addition, the EIM facilitates greater integration of renewable resources through the aggregation of flexible resources by capturing diversity benefits from the expanding geographic footprint and the expanded potential uses for those resources. PNM completed a cost-benefit analysis, which indicated participation in the EIM would provide substantial benefits to retail customers. In 2018, PNM filed an application with the NMPRC requesting, among other things, to recover initial capital investments and authorization to establish a regulatory asset to recover other expenses that would be incurred in order to join the EIM. The NMPRC approved the establishment of a regulatory asset but deferred certain rate making issues, including but not limited to issues related to implementation and ongoing EIM costs and savings, the prudence and reasonableness of costs to be included in the regulatory asset, and the period over which costs would be charged to customers until PNM’s next general rate case filing. PNM has already experienced $12.5 million of costs savings to customers through participation in the EIM. See Note 17.

Texas Winter Storm

In mid-February 2021, Texas experienced a severe winter storm delivering the coldest temperatures in 100 years for many parts of the state. As a result, the ERCOT market was not able to deliver sufficient generation load to the grid resulting in significant, statewide outages as ERCOT directed transmission operators to curtail thousands of firm load megawatts. TNMP complied with ERCOT directives to curtail the delivery of electricity in its service territory and did not experience significant outages on its system outside of the ERCOT directed curtailments. TNMP has deferred bad debt expense from defaulting REPs to a regulatory asset totaling $0.8 million at December 31, 2021, and will seek recovery in a general rate case. At this time, the Company does not expect significant financial impacts related to this event. For additional information on the Texas winter storm, see Note 16.

Financial and Business Objectives
PNMR is focused on achieving three key financial objectives:

Earning authorized returns on regulated businesses
Delivering at or above industry-average earnings and dividend growth
Maintaining investment grade credit ratings

In conjunction with these objectives, PNM and TNMP are dedicated to:

Maintaining strong employee safety, plant performance, and system reliability
Delivering a superior customer experience
Demonstrating environmental stewardship in business operations, including transitioning to an emissions-free generating portfolio by 2040
Supporting the communities in their service territories

Earning Authorized Returns on Regulated Businesses

PNMR’s success in accomplishing its financial objectives is highly dependent on two key factors: fair and timely regulatory treatment for its utilities and the utilities’ strong operating performance. The Company has multiple strategies to achieve favorable regulatory treatment, all of which have as their foundation a focus on the basics: safety, operational excellence, and customer satisfaction, while engaging stakeholders to build productive relationships. Both PNM and TNMP seek cost recovery for their investments through general rate cases, periodic cost of service filings, and various rate riders.

Fair and timely rate treatment from regulators is crucial to PNM and TNMP in earning their allowed returns and critical for PNMR to achieve its financial objectives. PNMR believes that earning allowed returns is viewed positively by credit rating
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agencies and that improvements in the Company’s ratings could lower costs to utility customers. Additional information about rate filings is provided in Note 17.

State Regulation

The rates PNM and TNMP charge customers are subject to traditional rate regulation by the NMPRC, FERC, and the PUCT.

New Mexico 2016 Rate Case – In January 2018, the NMPRC approved a settlement agreement that authorized PNM to implement an increase in base non-fuel rates of $10.3 million, which included a reduction to reflect the impact of the decrease in the federal corporate income tax rate and updates to PNM’s cost of debt (aggregating $47.6 million annually). This order was on PNM’s application for a general increase in retail electric rates filed in December 2016 (the “NM 2016 Rate Case”). The key terms of the order include:

A ROE of 9.575%
A requirement to return to customers over a three-year period the benefit of the reduction in the New Mexico corporate income tax rate to the extent attributable to PNM’s retail operations (Note 18)
A disallowance of PNM’s ability to collect an equity return on certain investments aggregating $148.1 million at Four Corners, but allowing recovery of a debt-only return
An agreement to not implement non-fuel base rate changes, other than changes related to PNM’s rate riders, with an effective date prior to January 1, 2020
A requirement to consider the prudency of PNM’s decision to continue its participation in Four Corners in PNM’s next general rate case filing

PNM implemented 50% of the approved increase for service rendered beginning February 1, 2018 and implemented the rest of the increase for service rendered beginning January 1, 2019.

On December 29, 2020, Sierra Club filed a motion to re-open the NM 2016 Rate Case. The motion requests that the NMPRC re-open the NM 2016 Rate Case for the limited purpose of conducting a prudence review of certain Four Corners capital expenditures that the NMPRC deferred in its order approving the settlement agreement. Alternatively, Sierra Club requested that the deferred prudence review be conducted, and given weight as appropriate, in the Four Corners Abandonment Application. On February 10, 2021, the NMPRC rejected Sierra Club’s motion to re-open the NM 2016 Rate Case and stated that issues on whether the terms of the ETA provide an opportunity for consideration of prudence for Four Corners undepreciated investments included in a financing order or what effects the rates approved in the NM 2016 Rate Case may have on determining energy transition cost should be considered in the Four Corners Abandonment Application. For additional information on the Four Corners Abandonment Application see Note 17.

2020 Decoupling Petition – On May 28, 2020, PNM filed a petition for approval of a rate adjustment mechanism that would decouple the rates of its residential and small power rate classes. Decoupling is a rate design principle that severs the link between the recovery of fixed costs of the utility through volumetric charges. If approved, customer bills would not be impacted until January 1, 2022. On October 2, 2020, PNM requested an order to vacate the public hearing and stay the proceeding until the NMPRC decides whether to entertain a petition to issue a declaratory order resolving the issues raised in the motions to dismiss. On October 7, 2020, the hearing examiner approved PNM's request to stay the proceeding and vacate the public hearing and on October 30, 2020 PNM filed a petition for declaratory order asking the NMPRC to issue an order finding that full revenue decoupling is authorized by the EUEA. On March 17, 2021, the NMPRC issued an order granting PNM's petition for declaratory order which commences a proceeding to address petitions. Oral arguments were made on July 15, 2021. On January 14, 2022, the hearing examiner issued a recommended decision recommending the NMPRC find that the EUEA does not mandate the NMPRC to authorize or approve a full decoupling mechanism, defining full decoupling as limited to energy efficiency and load management measures and programs. The recommended decision also states that a utility may request approval of a rate adjustment mechanism to remove regulatory disincentives to energy efficiency and load management measures and programs through a stand-alone petition, as part of the utility’s triennial energy efficiency application or a general rate case and that PNM is not otherwise precluded from petitioning for a rate adjustment mechanism prior to its next general rate case. Finally, the recommended decision stated that the EUEA does not permit the NMPRC to reduce a utility’s ROE based on approval of a disincentive removal mechanism founded on removing regulatory disincentives to energy efficiency and load management measures and programs. The recommended decision does not specifically prohibit a downward adjustment to a utility’s capital structure, based on approval of a disincentive removal mechanism. See Note 17. PNM cannot predict the outcome of this matter.

PVNGS Leased Interest Abandonment Application On April 2, 2021, PNM filed the PVNGS Leased Interest Abandonment Application. In the application, PNM requested NMPRC authorization to decertify and abandon its Leased Interest and to create regulatory assets for the associated remaining undepreciated investments with consideration of cost recovery of the undepreciated investments in a future rate case. PNM also sought NMPRC approval to sell and transfer the PNM-owned assets and nuclear fuel supply associated with the Leased Interest to SRP, which will be acquiring the Leased Interest from the lessors upon termination of the existing leases. In addition, PNM sought NMPRC approval for a 150 MW
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solar PPA combined with a 40 MW battery storage agreement and a stand-alone 100 MW battery storage agreement to replace the Leased Interest. To ensure system reliability and load needs are met in 2023, when a majority of the leases expire, PNM also requested NMPRC approval for a 300 MW solar PPA combined with a 150 MW battery storage agreement. On August 25, 2021, the NMPRC issued an order confirming PNM requires no further NMPRC authority to abandon the PVNGS Leased Interest and to sell and transfer the PNM-owned assets and nuclear fuel supply associated with the Leased Interest to SRP. The order bifurcated the issue of approval of the two PPAs and three battery storage agreements into a separate docket so it may proceed expeditiously and deferred a ruling on the other issues. On February 16, 2022, the NMPRC approved the two PPAs and three battery storage agreements. For additional information on PNM's Leased Interest and the associated abandonment application see Note 16 and Note 17.

Advanced Metering Currently, TNMP has approximately 262,000 advanced meters across its service territory. Beginning in 2019, the majority of costs associated with TNMP’s AMS program are being recovered through base rates. On July 14, 2021, TNMP filed a request with the PUCT to consider and approve its final reconciliation of the costs spent on the deployment of AMS from April 1, 2018 through December 31, 2018 of $9.0 million and approve appropriate carrying charges until full collection. On September 13, 2021, the PUCT Staff filed a recommendation for approval of TNMP's application for substantially all costs. On October 2, 2020, TNMP filed an application with the PUCT for authorization to implement necessary technological upgrades of approximately $46 million to its AMS program by November 2022. On January 14, 2021, the PUCT approved TNMP’s application. TNMP will seek recovery of the investment associated with the upgrade in a future general rate proceeding or DCOS filing.

In February 2016, PNM filed an application with the NMPRC requesting approval of a project to replace its existing customer metering equipment with Advanced Metering Infrastructure (“AMI”), which was denied. As ordered by the NMPRC, PNM’s 2020 filing for energy efficiency programs to be offered in 2021, 2022, and 2023 included a proposal for an AMI pilot project, although PNM did not recommend the proposal due to the limited benefits that are cost-effective under a pilot structure. On September 17, 2020, the hearing examiner in the energy efficiency case issued a recommended decision recommending that PNM's proposed 2021 energy efficiency and load management program be approved, with the exception of the proposed AMI pilot program. On October 28, 2020, the NMPRC approved the recommended decision.

Rate Riders and Interim Rate Relief The PUCT has approved mechanisms that allow TNMP to recover capital invested in transmission and distribution projects without having to file a general rate case. The PUCT also approved rate riders that allow TNMP to recover amounts related to energy efficiency and third-party transmission costs. The NMPRC has approved PNM recovering fuel costs through the FPPAC, as well as rate riders for renewable energy, energy efficiency, and the TEP. These mechanisms allow for more timely recovery of investments.

FERC Regulation

Rates PNM charges wholesale transmission customers are subject to traditional rate regulation by FERC. Rates charged to wholesale electric transmission customers, other than customers on the Western Spirit Line described below, are based on a formula rate mechanism pursuant to which rates for wholesale transmission service are calculated annually in accordance with an approved formula. The formula includes updating cost of service components, including investment in plant and operating expenses, based on information contained in PNM’s annual financial report filed with FERC, as well as including projected transmission capital projects to be placed into service in the following year. The projections included are subject to true-up. Certain items, including changes to return on equity and depreciation rates, require a separate filing to be made with FERC before being included in the formula rate.

In May 2019, PNM filed an application with FERC requesting approval to purchase and provide transmission service on the Western Spirit Line. All necessary approvals were obtained. In December 2021, PNM completed the purchase of the Western Spirit Line and service under related transmission agreements was initiated using an incremental rate that is separate from the formula rate mechanism described above. See Note 17.

On March 12, 2021, PNM filed four unexecuted TSAs with FERC totaling 145 MW with Leeward. The unexecuted TSAs provide long-term firm, point-to-point transmission service on PNM’s transmission system. The unexecuted TSAs are based on the pro-forma transmission service agreements with certain non-conforming provisions under Attachment A of PNM’s OATT and include PNM’s OATT rate. PNM filed the unexecuted TSAs at the request of Leeward because the parties were unable to reach an agreement on the terms and conditions for transmission service. On May 11, 2021, FERC issued an order accepting PNM's four unexecuted TSAs based on PNM's proposed pricing scheme included in its OATT rate. On June 10, 2021, Pattern Wind and Leeward both filed a request for rehearing of the FERC Order. On September 10, 2021, Leeward filed a petition in the United States District Court for the District of Columbia for review of FERC's order accepting PNM's four unexecuted TSAs. On November 15, 2021, FERC issued an order denying the rehearing. On December 3, 2021, Leeward filed an Unopposed Motion for Voluntary Dismissal with the United States District Court for the District of Columbia of its petition for review. PNM is unable to predict the outcome of this matter. See Note 17.
Delivering At or Above Industry-Average Earnings and Dividend Growth
PNMR’s financial objective to deliver at or above industry-average earnings and dividend growth enables investors to
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realize the value of their investment in the Company’s business. Earnings growth is based on ongoing earnings, which is a non-GAAP financial measure that excludes from GAAP earnings certain non-recurring, infrequent, and other items that are not indicative of fundamental changes in the earnings capacity of the Company’s operations. PNMR uses ongoing earnings to evaluate the operations of the Company and to establish goals, including those used for certain aspects of incentive compensation, for management and employees.

PNMR targets a dividend payout ratio in the 50% to 60% range of its ongoing earnings. PNMR expects to provide at or above industry-average dividend growth in the near-term. The Board will continue to evaluate the dividend on an annual basis, considering sustainability and growth, capital planning, and industry standards.

Under the terms of the Merger Agreement, PNMR has agreed not to declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its equity securities, or make any other actual, constructive or deemed distribution in respect of any equity securities (except (i) PNMR may continue the declaration and payment of planned regular quarterly cash dividends on PNMR common stock for each quarterly period ended after the date of the Merger Agreement, which for any fiscal quarter in 2022 shall not exceed $0.3475, with usual record and payment dates in accordance with past dividend practice, and (ii) for any cash dividend or cash distribution by a wholly-owned subsidiary of PNMR to PNMR or another wholly-owned subsidiary of PNMR).

The Board approved the following increases in the indicated annual common stock dividend:
Approval DatePercent Increase
December 20206.5 %
February 20226.1 %

Maintaining Investment Grade Credit Ratings

The Company is committed to maintaining investment grade credit ratings in order to reduce the cost of debt financing and to help ensure access to credit markets, when required. On February 10, 2022, Moody’s downgraded TNMP’s issuer rating from A3 to Baa1 and changed the outlook from negative to stable. See the subheading Liquidity included in the full discussion of Liquidity and Capital Resources below for the specific credit ratings for PNMR, PNM, and TNMP. All of the credit ratings issued by both Moody’s and S&P on the Company’s debt continue to be investment grade.

Business Focus

To achieve its business objectives, focus is directed in key areas: Safe, Reliable and Affordable Power; Utility Plant and Strategic Investments; Environmentally Responsible Power; and Customer, Stakeholders, and Community Engagement. The Company works closely with its stakeholders to ensure that resource plans and infrastructure investments benefit from robust public dialogue and balance the diverse needs of our communities. Equally important is the focus of PNMR’s utilities on customer satisfaction and community engagement.

Safe, Reliable, and Affordable Power

Safety is the first priority of our business and a core value of the Company. PNMR utilizes a Safety Management System to provide clear direction, objectives and targets for managing safety performance and minimizing risks and empowers employees to “Be the Reason Everyone Goes Home Safe”.

PNMR measures reliability and benchmark performance of PNM and TNMP against other utilities using industry-standard metrics, including System Average Interruption Duration Index (“SAIDI”) and System Average Interruption Frequency Index (“SAIFI”). PNM's and TNMP's investment plans include projects designed to support reliability and reduce the amount of time customers are without power.

PNMR and its utilities are aware of the important roles they play in enhancing economic vitality in their service territories. Management believes that maintaining strong and modern electric infrastructure is critical to ensuring reliability and supporting economic growth. When contemplating expanding or relocating their operations, businesses consider energy affordability and reliability to be important factors. PNM and TNMP strive to balance service affordability with infrastructure investment to maintain a high level of electric reliability and to deliver a safe and superior customer experience. Investing in PNM’s and TNMP’s infrastructure is critical to ensuring reliability and meeting future energy needs. Both utilities have long-established records of providing customers with safe and reliable electric service.

The Company continues to closely monitor developments and has taken and continues to take steps to mitigate the potential risks related to the COVID-19 pandemic. The Company has assessed and updated its existing business continuity plans in response to the impacts of the pandemic through crisis team meetings and working with other utilities and operators. It has identified its critical workforce, staged backups and limited access to control rooms and critical assets. The Company has worked to protect the safety of its employees using a number of measures, including minimizing exposure to other employees
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and the public and supporting flexible arrangements for all applicable job functions. The Company is also working with its suppliers to manage the impacts to its supply chain and remains focused on the integrity of its information systems and other technology systems used to run its business. However, the Company cannot predict the extent or duration of the ongoing COVID-19 pandemic, its effects on the global, national or local economy, or on the Company's financial position, results of operations, and cash flows. The Company will continue to monitor developments related to COVID-19 and will remain focused on protecting the health and safety of its customers, employees, contractors, and other stakeholders, and on its objective to provide safe, reliable, affordable and environmentally responsible power. As discussed in Note 17, both PNM and TNMP suspended disconnecting certain customers for past due bills, waived late fees during the pandemic, and have been provided regulatory mechanisms to recover these and other costs resulting from COVID-19. See additional discussion below regarding the Company's customer, community, and stakeholder engagement in response to COVID-19 and in Item 1A. Risk Factors.

Utility Plant and Strategic Investments

Utility Plant Investments – During the 2020 and 2021 periods, PNM and TNMP together invested $1.6 billion in utility plant, including substations, power plants, nuclear fuel, and transmission and distribution systems. New Mexico’s clean energy future depends on a reliable, resilient, secure grid to deliver an evolving mix of energy resources to customers. PNM has launched a capital initiative, which emphasizes new investments in its transmission and distribution infrastructure with three primary objectives: delivering clean energy, enhancing customer satisfaction and increasing grid resilience. Projects are aimed at advancing the infrastructure beyond its original architecture to a more flexible and redundant system accommodating growing amounts of intermittent and distributed generation resources and integrating evolving technologies that provide long-term customer value. See the subheading Capital Requirements included in the full discussion of Liquidity and Capital Resources below for additional discussion of the Company’s projected capital requirements.

Strategic Investments – In 2017, PNMR Development and AEP OnSite Partners created NMRD to pursue the acquisition, development, and ownership of renewable energy generation projects, primarily in the state of New Mexico. Abundant renewable resources, large tracts of affordable land, and strong government and community support make New Mexico a favorable location for renewable generation. New Mexico ranks third in the Nation for energy potential from solar power according to the Nebraska Department of Energy & Energy Sun Index and ranks third in the Nation for land-based wind capacity according to the U.S. Office of Energy Efficiency and Renewable Energy. PNMR Development and AEP OnSite Partners each have a 50% ownership interest in NMRD. Through NMRD, PNMR anticipates being able to provide additional renewable generation solutions to customers within and surrounding its regulated jurisdictions through partnering with a subsidiary of one of the United States’ largest electric utilities. As of December 31, 2021, NMRD’s renewable energy capacity in operation was 135.1 MW, which includes 130 MW of solar-PV facilities to supply energy to the Meta data center located within PNM’s service territory, 1.9 MW to supply energy to Columbus Electric Cooperative located in southwest New Mexico, 2.0 MW to supply energy to the Central New Mexico Electric Cooperative, and 1.2 MW of solar-PV facilities to supply energy to the City of Rio Rancho, New Mexico. In addition, PNM’s February 8, 2021 application with the NMPRC for approval to service the Meta data center includes construction of a 50 MW solar facility owned by NMRD, which is expected to be operational in 2023. See Note 17. NMRD actively explores opportunities for additional renewable projects, including large-scale projects to serve future data centers and other customer needs.

Integrated Resource Plan

NMPRC rules require that investor-owned utilities file an IRP every three years. The IRP is required to cover a 20-year planning period and contain an action plan covering the first four years of that period.

NMPRC rules required PNM to file its 2020 IRP in July 2020. In April 2020, the NMPRC approved PNM ‘s request to extend the deadline to file its 2020 IRP until six months after the NMPRC issues a final order approving replacement resources in PNM’s SJGS Abandonment Application. On January 29, 2021, PNM filed its 2020 IRP. The plan focuses on a carbon-free electricity portfolio by 2040 that would eliminate coal at the end of 2024. This includes replacing the power from San Juan with a mix of approved carbon-free resources and the plan to exit Four Corners at the end of 2024. The plan highlights the need for additional investments in a diverse set of resources, including renewables to supply carbon-free power, energy storage to balance supply and demand, and efficiency and other demand-side resources to mitigate load growth. See additional discussion regarding PNM’s 2020 IRP filing in Note 17.
Environmentally Responsible Power
PNMR has a long-standing record of environmental stewardship. PNM’s environmental focus is in three key areas:

Developing strategies to provide reliable and affordable power while transitioning to a 100% emissions-free generating portfolio by 2040
Preparing PNM’s system to meet New Mexico’s increasing renewable energy requirements as cost-effectively as possible
Increasing energy efficiency participation

PNMR’s corporate website (www.pnmresources.com) includes a dedicated section providing key environmental and other sustainability information related to PNM’s and TNMP’s operations and other information that collectively demonstrates
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the Company’s commitment to ESG principles. This information highlights plans for PNM to be coal-free by 2024 (subject to regulatory approval) and to achieve an emissions-free generating portfolio by 2040.

In February 2022 PNM named its first Chief Environmental Officer. The Chief Environmental Officer will be responsible for developing and implementing the Company’s business strategy and positions on environmental and sustainability policy issues and will be charged with establishing organization-wide policies, strategies, goals, objectives and programs that advance sustainability and ensure compliance with regulations. The role will serve as the Company’s primary contact with various regulatory and stakeholder agencies on environmental matters. In addition, the role will lead environmental justice work, incorporating impacts to tribal, worker and affected communities and advance ESG reporting.

On September 21, 2020, PNM announced an agreement to partner with Sandia National Laboratories in research and development projects focused on energy resiliency, clean energy, and national security. The partnership demonstrates PNMR's commitment to ESG principles and its support of projects that further its emissions-free generation goals and plans for a reliable, resilient, and secure grid to deliver New Mexico's clean energy future.

The Energy Transition Act (“ETA”)

On June 14, 2019, Senate Bill 489, known as the ETA, became effective. The ETA amends the REA and requires utilities operating in New Mexico to have renewable portfolios equal to 20% by 2020, 40% by 2025, 50% by 2030, 80% by 2040, and 100% zero-carbon energy by 2045. The ETA also amends sections of the REA to allow for the recovery of undepreciated investments and decommissioning costs related to qualifying EGUs that the NMPRC has required be removed from retail jurisdictional rates, provided replacement resources to be included in retail rates have lower or zero-carbon emissions. The ETA provides for a transition from fossil-fueled generating resources to renewable and other carbon-free resources by allowing utilities to issue securitized bonds, or “energy transition bonds,” related to the retirement of certain coal-fired generating facilities to qualified investors. PNM expects the ETA will have a significant impact on PNM’s future generation portfolio, including PNM’s planned retirement of SJGS in 2022 and the planned Four Corners exit in 2024. PNM cannot predict the full impact of the ETA on potential future generating resource abandonment and replacement filings with the NMPRC.

SJGS Abandonment Application – On July 1, 2019, PNM filed a Consolidated Application for the Abandonment and Replacement of SJGS and Related Securitized Financing Pursuant to the ETA (the “SJGS Abandonment Application”). The SJGS Abandonment Application sought NMPRC approval to retire PNM’s share of SJGS in mid-2022, and for approval of replacement resources and the issuance of approximately $361 million of Securitized Bonds as provided by the ETA. The application included several replacement resource scenarios including PNM’s recommended replacement scenario, which is consistent with PNM’s goal of having a 100% emissions-free generating portfolio by 2040 and would have provided cost savings to customers while preserving system reliability.

The NMPRC issued an order requiring the SJGS Abandonment Application be considered in two proceedings: one addressing SJGS abandonment and related financing and the other addressing replacement resources but did not definitively indicate if the abandonment and financing proceedings would be evaluated under the requirements of the ETA. After several requests for clarification and legal challenges, in January 2020, the NM Supreme Court ruled the NMPRC is required to apply the ETA to all aspects of PNM’s SJGS Abandonment Application, and that any previous NMPRC orders inconsistent with their ruling should be vacated.

In February 2020, the hearing examiners issued two recommended decisions recommending approval of PNM’s proposed abandonment of SJGS, subject to approval of the separate replacement resources proceeding, and approval of PNM’s proposed financing order to issue Securitized Bonds.  The hearing examiners recommended, among other things, that PNM be authorized to abandon SJGS by June 30, 2022, to issue Securitized Bonds of up to $361 million, and to establish the Energy Transition Charge. The hearing examiners recommended an interim rate rider adjustment upon the start date of the Energy Transition Charge to provide immediate credits to customers for the full value of PNM’s revenue requirement related to SJGS until those reductions are reflected in base rates. In addition, the hearing examiners recommended PNM be granted authority to establish regulatory assets to recover costs that PNM will pay prior to the issuance of the Securitized Bonds, including costs associated with the bond issuances as well as for severances, job training, and economic development funds. On April 1, 2020, the NMPRC unanimously approved the hearing examiners' recommended decisions regarding the abandonment of SJGS and the Securitized Bonds. On April 10, 2020, CFRE and NEE filed a notice of appeal with the NM Supreme Court of the NMPRC’s approval of PNM’s request to issue securitized financing under the ETA. On January 10, 2022, the NM Supreme Court issued its decision rejecting CFRE’s and NEE’s constitutional challenges to the ETA and affirmed the NMPRC final order.

On June 24, 2020, the hearing examiners issued a second recommended decision on PNM's request for approval of replacement resources that addressed the entire portfolio of replacement resources. On July 29, 2020 the NMPRC issued an order approving resource selection criteria identified in the ETA that include PPA's for 650 MW of solar and 300 MW of battery storage. Throughout 2021 and continuing into 2022, PNM provided notices of delays and status updates to the NMPRC for the approved SJGS replacement resource projects, which coupled with the abandonment of SJGS Units 1 and 4 present a risk that PNM will have insufficient operational resources to meet the 2022 summer peak to reliably serve its customers. PNM
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entered into three agreements to purchase power from third parties in the second half of 2021 to minimize potential impacts to customers and on February 17, 2022, PNM provided a notice and request with the NMPRC that PNM had obtained agreement from the SJGS owners and WSJ LLC to extend operation of Unit 4 until September 30, 2022. SJGS Unit 4 will provide 327 MW of capacity and improve PNM’s projected system reserve margin to meet the 2022 summer peak. On February 23, 2022, the NMPRC issued an order finding that PNM did not require NMPRC approval to extend operation of SJGS Unit 4 for an additional three-month period. On February 25, 2022, the amended SJGS participation agreement was filed with FERC. See additional discussion of the ETA and PNM’s San Juan Abandonment Application in Notes 16 and 17.

Four Corners Abandonment Application - On January 8, 2021, PNM filed the Four Corners Abandonment Application, which seeks NMPRC approval to exit PNM’s 13% share of Four Corners as of December 31, 2024, and issuance of approximately $300 million of energy transition bonds as provided by the ETA. As ordered by the hearing examiner in the case, PNM filed an amended application and testimony on March 15, 2021. The amended application provided additional information to support PNM's request, provided background on the NMPRC's consideration of the prudence of PNM's investment in Four Corners in the NM 2016 Rate Case and explained how the proposed sale and abandonment provides a net public benefit. On December 15, 2021, the NMPRC issued a final order denying approval of the Four Corners Abandonment Application and the corresponding request for issuance of securitized financing. On December 22, 2021, PNM filed a Notice of Appeal with the NM Supreme Court of the NMPRC decision to deny the application. See additional discussion of the ETA and PNM’s Four Corners Abandonment Application in Notes 16 and 17.

PNM enhanced its plan to exit Four Corners and emphasized its ESG strategy to reduce carbon emissions on March 12, 2021 with an announcement for additional plans for seasonal operations at Four Corners beginning in the fall of 2023, subject to the necessary approvals. The solution for seasonal operations ensures the plant will be available to serve each owners' customer needs during times of peak energy use while minimizing operations during periods of low demand. This approach results in an estimated annual 20 to 25 percent reduction in carbon emissions at the plant and retains jobs and royalty payments for the Navajo Nation.

The Community Solar Act

On June 18, 2021, Senate Bill 84, known as the Community Solar Act, became effective. The Community Solar Act establishes a program that allows for the development of community solar facilities and provides customers of a qualifying utility with the option of accessing solar energy produced by a community solar facility in accordance with the Community Solar Act. The NMPRC is charged with administering the Community Solar Act program, establishing a total maximum capacity of 200 MW community solar facilities (applicable until November 2024) and allocating proportionally to the New Mexico electric investor-owned utilities and participating cooperatives. As required under the Community Solar Act, the NMPRC opened a docket on May 12, 2021 to adopt rules to establish a community solar program no later than April 1, 2022. See Note 17.

Electric Vehicles

PNMR is building upon its ESG goal of 100% emissions-free generation by 2040 with plans for additional emissions reductions through the electrification of its vehicle fleet. Growing the number of electric vehicles within the Company's fleet will benefit the environment and lower fuel costs furthering the commitment to ESG principles. Under the commitment, existing fleet vehicles will be replaced as they are retired with an increasing percentage of electric vehicles. The new goals call for 25% of all light duty fleet purchases to be electric by 2025 and 50% to be electric by 2030.

To demonstrate PNMR’s commitment to increase the electrification of vehicles in its service territory, PNM filed a TEP with the NMPRC on December 18, 2020. The TEP supports customer adoption of electric vehicles by focusing on addressing the barriers to electric vehicle adoption and encourage use. PNM’s proposed program budget will be dedicated to low and moderate income customers by providing rebates to both residential and non-residential customers towards the purchase of chargers and/or behind-the-meter infrastructure. On November 10, 2021, the NMPRC issued a final order approving PNM’s TEP program. See Note 17.

In December 2021, PNM announced that it will be joining the National Electric Highway Coalition, which plans to build fast-charging ports along major U.S. travel corridors. The coalition, with approximately 50 investor-owned electric companies is committed to providing electric vehicle (EV) fast charging ports that will allow the public to drive EVs with confidence throughout the country’s major roadways by the end of 2023.

Other Environmental Matters

Four Corners may be required to comply with environmental rules that affect coal-fired generating units, including regional haze rules and the ETA. On June 19, 2019, EPA repealed the Clean Power Plan, promulgated the ACE Rule, and revised the implementing regulations for all emission guidelines issued under the CAA Section 111(d). On January 19, 2021, the DC Circuit issued an opinion vacating and remanding the ACE Rule, holding that it was based on a misconstruction of Section 111(d) of the Clean Air Act, but stayed its mandate for vacatur of the repeal of the Clean Power Plan to ensure that the now-outdated rule would not become effective. The U.S. Supreme Court granted four petitions for certiorari seeking review of
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the DC Circuit’s decision, and oral arguments in the case were held on February 28, 2022. A decision is expected in June 2022. In addition, on January 27, 2021, President Biden signed an executive order requiring a review of environmental regulations issued under the Trump Administration, which will include a review of the ACE rule.

Renewable Energy
PNM’s renewable procurement strategy includes utility-owned solar capacity, as well as solar, wind, and geothermal energy purchased under PPAs. As discussed above, PNM is also considering the use of additional energy storage capacity in the event of an early retirement of SJGS. As of December 31, 2017,2021, PNM had 107has 158 MW of utility-owned solar capacity.capacity in operation. In addition, PNM purchases power from a customer-owned distributed solar generation program that had an installed capacity of 100.6201.2 MW at December 31, 2018.2021. PNM also owns the 500 KW PNM Prosperity Energy Storage Project, which uses advanced batteries to store solar power and dispatch the energy either during high-use periods or when solar production is limited.Project. The project was one of the first combinations of battery storage and PVsolar-PV energy in the nation and involved extensive research and development of advanced grid concepts. The facility also was the nation’s first solar storage facility fully integrated into a utility’s power grid. Since 2003, PNM has purchasedalso purchases the output from New Mexico Wind, a 204200 MW wind facility, and began purchasing the output of Red Mesa Wind, an existing 102 MW wind energy center, oncenter. PNM’s 2020 renewable energy procurement plan was approved by the NMPRC in January 1, 2015.2020 and includes a PPA to procure 140 MW of renewable energy and RECs from La Joya Wind II that became operational in June 2021. The NMPRC approved the portfolio to replace the planned retirement of SJGS resulting in PNM has a 20-year agreement to purchase energy fromexecuting solar PPAs of 650 MW combined with 300 MW of battery storage agreements. In addition, the Lightning Dock Geothermal facility built near Lordsburg, New Mexico, which has a current capacityPVNGS Leased Interest Abandonment Application approved by the NMPRC includes solar PPAs of 15 MW. PNM also purchases RECs as necessary to meet the RPS.
450 MW combined with 290 MW of battery storage agreements. The majority of these renewable resources are key means for PNM to meet the RPS and related regulations that require PNM to achieve prescribed levels of energy sales from renewable sources, if that can be accomplished without exceeding the RCT limitincluding those set by the NMPRC. PNM makes renewable procurements consistent with the plans approved by the NMPRC. PNM’s 2017 renewable energy procurement plan meets RPS and diversity requirements for 2017 and 2018 using existing resources and does not propose any significant new procurements. The NMPRC approved the plan on November 23, 2016. On June 1, 2017, PNM filed its 2018 renewable energy procurement plan, which requested approval to procure an additional 80 GWh in 2019 and 105 GWh in 2020 from a re-powering of New Mexico Wind; approval to procure an additional 55 GWh in 2019 and 77 GWh in 2020 from a re-powering of Lightning Dock Geothermal; approval to procure 50 MW of new solar facilities to be constructed beginning in 2018; continuation of customer REC purchase programs; and other purchases of RECs to ensure annual compliance with the RPS. On November 15, 2017, the NMPRC issued an order approving PNM’s plan. NMIEC filed an appeal with the NM Supreme Court objecting to the fuel allocation methodology. NEE filed a motion to intervene and cross-appeal objecting to the approval of the 50 MW of new solar facilities indicating, among other things, that PNM’s RFP process favored ownership of the 50 MW facilities compared to PPAs. PNM and other parties have been granted approval to intervene in the case. On February 27, 2018, the court issued an order denying a motion by NMIEC for a partial stay. PNM and the NMPRC each filed Answer Briefs to the NM Supreme Court on September 4, 2018 stating, among other things, that there is substantial evidence in the case record to support the NMPRC’s decision, and that PNM’s RFP process was reasonable, complied with RPS requirements, and consistent with industry standards. NEE’s Reply Brief was filed on October 15, 2018. On June 1, 2018, PNM filed its 2019 renewable energy procurement plan which meets RPS and diversity requirements for 2019 and 2020 using resources already approved by the NMPRC and does not propose any significant new procurements. Hearings on PNM’s 2019 renewable energy procurement plan were held in September and October 2018. On October 29, 2018, PNM and NMPRC staff filed a joint proposed recommended decision requesting the NMPRC accept PNM’s 2019 renewable energy procurement plan provided PNM agree to certainrecently enacted ETA, without exceeding cost requirements. On November 28, 2018, the NMPRC approved the joint proposed recommended decision. See Note 17.
As discussed in Strategic Investments above, PNM is currently purchasing the output of 30130 MW of solar capacity from NMRD that is used to serve the FacebookMeta data center. In late 2017,center which includes two 25-year PPAs to purchase renewable energy and RECs from an aggregate of approximately 100 MW of capacity from two solar-PV facilities constructed by NMRD to supply power to Meta, Inc. The first 50 MW of these facilities began commercial operations in November 2019 and the second 50 MW facility began commercial operations in July 2020. Additionally, PNM has entered into three separate 25-year PPAs to purchase renewable energy and RECs to be used by PNM to supply additional renewable power to the FacebookMeta data center. These PPAs include the purchase of the power and RECs from a 50 MW wind project, which was placed in commercial operation in November 2018, a 166 MW wind project which became operational in February 2021, and a 50 MW solar-PV project to be operational in November 2020,2022. In addition, the NMPRC issued an order that will allow PNM to service the Meta data center for an additional 190 MW of solar PPA combined with 50 MW of battery storage and a 50 MW solar projectPPA expected to be operational in December 2021. The NMPRC approved these PPAs on2023. See Note 17.
In March 21, 2018. In August 2018,2020, the NMPRC approved PNM’s request to enter into two additional 25-year PPAs to purchasethe PNM Solar Direct program under which qualified governmental and large commercial customers could participate in a voluntary renewable energy and RECsprocurement program. The costs of the program would be recovered directly from an aggregate of approximately 100subscribing customers through a rate rider, including the costs to procure renewable energy from 50 MW of capacity from two solar-PV facilities to be constructed by NMRD to supply power to Facebook. NMRD is required to obtain FERC approval of the PPAs. Subject to FERC approval, theseunder a 15-year PPA. These facilities are expected to beginbe placed in commercial operation by June 2020 (Note 17).in 2022.
PNM will continue to procure renewable resources while balancing the impact to customers’ electricity costs in order to meet New Mexico’s escalating RPS and carbon-free resource requirements.

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Energy Efficiency
    
Energy efficiency plays a significant role in helping to keep customers’ electricity costs low while meeting their energy needs and is one of the Company’s approaches to supporting environmentally responsible power. PNM’s and TNMP’s energy efficiency and load management portfolios continue to achieve robust results. In 2018,2021, incremental energy saved as a result of new participation in PNM’s portfolio of energy efficiency programs wasis estimated to be approximately 7295 GWh. This is equivalent to the annual consumption of approximately 10,30011,245 homes in PNM’s service territory. PNM’s load management and annual energy efficiency programs also help lower peak demand requirements. As discussed above, in April 2020, PNM filed an application for energy efficiency and load management programs to be offered in 2021, 2022, and 2023. On September 17, 2020, the hearing examiner in the case issued a recommended decision recommending that PNM's proposed 2021 energy efficiency and load management program be approved, with the exception of the proposed AMI pilot program. On October 28, 2020, the NMPRC issued an order adopting the recommended decision in its entirety. In 2018,2021, TNMP’s incremental energy saved as a result of new participation in TNMP’s energy efficiency programs wasis estimated to be approximately 1719 GWh. This is equivalent to the annual consumption of approximately 1,5002,469 homes in TNMP’s service territory. In April 2018, TNMP receivedTNMP’s High-Performance Homes residential new construction energy efficiency program was honored for the “Partnersixth year in a row by ENERGY STAR. This recognition includes the program’s fourth straight Partner of the Year Energy Efficiency Delivery Award” for its High-Performance Homes Program.Sustained Excellence Award. For information on PNM's and TNMP's energy efficiency filing with the NMPRC and PUCT see Note 17.


Water Conservation and Solid Waste Reduction


PNM continues its efforts to reduce the amount of fresh water used to make electricity (about 20%35% more efficient than in 2007).  Continued growth in PNM’s fleet of solar and wind energy sources, energy efficiency programs, and innovative uses
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of gray water and air-cooling technology have contributed to this reduction.  Water usage has continued to decline as PNM has substituted less fresh-water-intensive generation resources to replace SJGS Units 2 and 3 starting in 2018, as water consumption at that plant has been reduced by approximately 50%.  As the Company moves forward with its mission to achieve 100% carbon‐free generation by 2040, it expects that more significant water savings will be gained. PNM has set a goal to reduce freshwater use 80% by 2035 and 90% by 2040 from 2005 levels. Focusing on responsible stewardship of New Mexico’s scarce water resources improves PNM’s water-resilience in the face of persistent drought and ever-increasing demands for water to spur the growth of New Mexico’s economy.


In addition to the above areas of focus, the Company is working to reduce the amount of solid waste going to landfills through increased recycling and reduction of waste. In 2018, 192021, 18 of the Company’s 23 facilities met the solid waste diversion goal of a 65% diversion rate. The Company expects to continue to do well in this area in the future.


Customer, Stakeholder, and Community Engagement


Another key element of the Company’s commitment to ESG principles is fostering relationships with its customers, stakeholders, and communities. The Company strives to deliver a superior customer experience. Through outreach, collaboration, and various community-oriented programs, the Company has demonstrated a demonstrated commitment to building productive relationships with stakeholders, including customers, community partners, regulators, intervenors, legislators, and shareholders. In December 2021, PNM Resources was named for the second consecutive year to Newsweek’s list of America’s Most Responsible Companies highlighting companies in areas of ESG. PNM continues to focus its efforts to enhance the customer experience through customer service improvements, including enhanced customer service engagement options, strategic customer engagement,outreach, and improved communications. These efforts are supported by market research to understand the varying needs of customers, identifying and establishing valued services and programs, and proactively communicating and engaging with customers. As a result, PNM continues to experience steady performance in customer satisfaction in both the J.D. Power Electric Utility Residential Customer Satisfaction StudySM and its own proprietary relationship surveys. In the 2021 fourth quarter J.D. Power overall customer satisfaction results PNM outperformed the West Midsize industry average by one point.

The Company has leveraged a number of communications channels and strategic content to better serve and engage its many stakeholders. PNM’s website www.pnm.com, provides the details of major regulatory filings, including general rate requests, as well as the background on PNM’s efforts to maintain reliability, keep prices affordable, and protect the environment. The Company’s website is also a resource for information about PNM’s operations and community outreach efforts, including plans for building a sustainable energy future for New Mexico.Mexico and to transition to an emissions-free generating portfolio by 2040. PNM has also leveraged social media in communications with customers on various topics such as education, outage alerts, safety, customer service, and PNM’s community partnerships in philanthropic projects. In May 2017, a chat function was added to PNM’sAs discussed above, PNMR’s corporate website, to provide customers options when communicating with customer service representatives and an online management system was launched to expedite applications for solar interconnections. In 2018, a program was implemented to increase communication and collaboration with large commercial and industrial customers.
PNMR also haswww.pnmresources.com, includes a dedicated Sustainability Portal on its corporate website www.pnmresources.comto providesection providing additional information regarding the Company’s environmentalcommitment to ESG principles and other sustainability efforts. The site provides the key corporate governance and sustainability information related to the operations of PNM and TNMP. In January 2018, PNM added a Climate Change Report to this portal. The portal also includes information presented under the additional headings: Environment, Generation Portfolio, Social, Economic, and Governance.

With reliability being the primary role of a transmission and distribution service provider in Texas’ deregulated market, TNMP continues to focus on keeping end-users updated about interruptions and to encourage consumer preparation when severe weather is forecasted. In August 2017,the third quarter of 2021, TNMP provided a 30-person team in support of another utility that experienced significant damage to their transmission and distribution system as a result of Hurricane Harvey made landfall in the gulf coast region andIda. TNMP employees worked to restore power safely and efficiently for affected customers. In addition, PNMR made donations to support relief and restoration efforts in the gulf coast region. TNMP employees who were impacted by Hurricane Harvey were provided emergency crisis funds supportedhas been honored by the PNM Resources Foundation and other employee donations.Edison Electric Institute four times since 2012 for its assistance to out-of-state utilities affected by hurricanes. TNMP has also been honored twice for hurricane response in its own territory.

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Local relationships and one-on-one communications remain two of the most valuable ways both PNM and TNMP connect with their stakeholders. Both companies maintain long-standing relationships with governmental representatives and key electricity consumers to ensure that these stakeholders are updated on companyCompany investments and initiatives. Key electricity consumers also have dedicated Company contacts that support their important service needs.


PNMR has a longAnother demonstration of the Company’s commitment to ESG principles is the Company’s tradition of supporting the communities it serves in New Mexico and Texas. The Company demonstrates itsThis support extends beyond corporate giving and financial donations from the PNM Resources Foundation to also include collaborations on community projects, customer low-income assistance programs, and employee volunteerism. In response to COVID-19, additional efforts were made in each of these areas and exhibit the Company’s core value of caring for its customers and communities.

During the three years ending December 31, 2021, corporate giving contributed $10.4 million to civic, educational, environmental, low income, and economic development organizations. PNMR recognizes its responsibility to support programs and organizations that enrich the quality of life across its service territories and seeks opportunities to further demonstrate its commitment in these areas as needs arise. In response to COVID-19 community needs, PNMR donated to an Emergency Action Fund in partnership with key local agencies to benefit approximately ninety nonprofits and small businesses facing challenges due to lack of technology, shifting service needs, and cancelled fundraising events. Additionally, employee teams have supported first responders and other front-line workers through the delivery of food and other supplies often procured from local businesses struggling during stay-at-home orders. PNM also donated to the Pueblo Relief Fund and delivered personal protective supplies to pueblo areas and tribal nations throughout New Mexico. While its service territory does not include the Navajo Nation, PNM’s operations include generating facilities and employees in this region that has been
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disproportionately affected by the pandemic. In response, employee teams focused efforts to this region and also provided available supplies of personal protective equipment. PNM has also collaborated with the Navajo Tribal Utility Authority Wireless (“NTUAW”) to set up wireless “hot spots” throughout the Navajo Nation in areas without internet access to assist first responders and support continued education opportunities amidst school closures. These actions supplement PNM’s continued support for the Navajo Nation. The PNM Navajo Nation Workforce Training Scholarship Program provides support for Navajo tribal members and encourages the pursuit of education and training in existing and emerging jobs in the communities in which they live. In 2019, PNM invested an additional $500,000 into this scholarship program to further assist in the development and education of the Navajo Nation workforce. PNM has invested in paid summer college engineering internship programs for American Indian students available in the greater Albuquerque area and established the PNM Pueblo Education Scholarship Endowment to invest in higher education for Native American Pueblo Indian students. PNM also continues to partner in the Light up Navajo project, piloted in 2019 and modeled after mutual aid to connect homes without electricity to the power grid. In a more active role in 2021, PNM also partnered with key local organizations to initiate funding for programs focused on diversity, equity and inclusion.

Another important outreach program is tailored for low-income customers and includes the PNM Good Neighbor Fund to provide customer assistance with their electric utility bills. COVID-19 has increased the needs of these customers along with customers who may not otherwise need to seek assistance. In addition to the suspension of residential customer disconnection from April 2020 through August 2021 and the expansion of customer payment plans, PNM responded with increased communications through media outlets and customer outreach to connect customers with nonprofit community service providers offering financial assistance, food, clothing, medical programs, and services for seniors. As a result of these communication efforts, 4,147 families in need received emergency assistance through the PNM Resources Foundation,Good Neighbor Fund during 2021. Additionally, PNM has worked closely with the New Mexico Department of Finance and Administration to implement strategies ensuring customers receive rent benefits, including utility bill assistance, from the Emergency Rental Assistance Program (“ERAP”). As a result of these efforts, the ERAP has paid over $6 million in customer arrears since the launch of the program in March 2021.

Additionally, as a part of corporate giving, on October 1, 2020, PNM introduced $2.0 million in funding for new COVID Customer Relief Programs to support income-qualified residential customers and small business customers who have been impacted by the financial challenges created by COVID-19 and have past due electric bills. Qualified customers that pay a portion of their past-due balance can receive assistance toward their remaining balance.

Volunteerism is also an important facet of employee volunteerism,culture, keeping our communities safer, stronger, smarter and more vibrant. In 2021, new programs were launched to provide employees with COVID-safe projects through virtual, hybrid, and limited group gatherings. Employees and nonprofits remained resilient, creative, and innovative and responded to community need and selflessly gave their time and talents to organizations throughout New Mexico and Texas completing 8,741 volunteer hours with nonprofits and other community organizations. Volunteers also participate in a company-wide annual Day of Service at nonprofits across New Mexico and Texas along with participation on a variety of nonprofit boards and independent volunteer activities throughout the year. In addition, the Company facilitated employee and customer Earth Day cleanups across PNM’s low-income assistance programs. service territory resulting in over 2,200 gallons of trash collected.

In addition to the extensive engagement both PNM and TNMP have with nonprofit organizations in their communities, the PNM Resources Foundation provides more than $1nearly $1.6 million in grant funding each year across New Mexico and Texas. These grants help nonprofits innovate or sustain programs to grow and develop business, help create community spaces for public use,develop and implement environmental programs, and provide educational opportunities supporting economic development. PNMR also provides employee matching and volunteer grants for various purposes. In early 2018,opportunities. Beginning in 2020, the PNM Resources Foundation is funding grants with a three-year focus on decreasing homelessness, increasing access to affordable housing, reducing carbon emissions, and increasing community safety with an emphasis on COVID-19 programs. As part of this emphasis, $0.5 million is awarded five grants of $0.2 million each,annually to be paid over two years, to a number of not-for-profit organizations to support their effortsnonprofits in areas such as assisting businesses, supporting education, and other economic development efforts. Recipients included the New Mexico State University Collegeand Texas to assist with work being done on the front lines of Engineering, to support educationthe pandemic for professional surveyors, Central New Mexico Community College,community safety, with a focus on helping senior citizens and other local economic organizations to support workforce and small business education programs. In December 2018, PNM announced an additional $0.5 million in donations topeople currently experiencing homelessness during the shelter-in-place directives. The PNM Resources Foundation continued to support future economic developmentexpand its matching donation program to offer 2-to-1 matching on employee donations made to social justice nonprofits and educational programs in New Mexico.

Overincreased the past six years, the Company has contributed a totalannual amount of more than $7.0 millionmatching donations available to civic, educational, environmental, low income, and economic development organizations. PNMR is proud to support programs and organizations that enrich the qualityeach of life for the people in its service territories and communities. One of PNM’s most important outreach programs is tailored for low-income customers. In 2018,employees. PNM hosted 50 community events throughout its service territory to connect low-income customers with nonprofit community service providers offering support and help with such needs as water and gas utility bills, food, clothing, medical programs, and services for seniors. Additionally, through its Good Neighbor Fund, PNM provided $0.5Resources Foundation awarded $0.3 million of assistance with electric billsadditional grants to 3,811 familiesnon-profits supporting TNMP communities following the winter storm in 2018 and offered financial literacy training to further support customers.February 2021.


Volunteerism is an important facet of the PNMR culture. The mission of the PNMR Corporate Volunteer Group is to help make the communities in which PNMR serves safer, stronger, smarter, and more vibrant. In 2018, PNM and TNMP employees and retirees contributed approximately 11,500 volunteer hours serving their local communities. Company volunteers also actively participate on nonprofit boards, in educational, economic, and environmental forums, as well as safety seminars. PNMR employees are, in large part, responsible for the success of the Company’s customer, stakeholder, and community outreach.

Economic Factors
    
PNM – In 2018 and 2017,2021, PNM experienced a decrease in weather normalized residential load of 0.9%, more than offset by an increase in weather-normalized retailweather normalized commercial load of 0.6% and4.4% compared to 2020, signaling a decrease 0.9%. Economic conditions in Albuquerque have shown improvement in recent months. Employment growth in the Albuquerque metro area outpaced the national average during the second half of 2018. In 2018, Netflix, Inc., announced plansreturn to makepre-COVID-19 levels. PNM did not experience significant investments in production in New Mexico, and activities relatedimpacts to a data center by Facebook, Inc., are continuing to progress. There also have been some expansions of existing businesses, particularly in healthcare, education, lending, and professional services.its other customer classes.


TNMP – In 2018 and 2017,2021, TNMP experienced increasesa decrease in volumetric weather normalized retail load of 3.2% and 1.2%. Most of TNMP’s industrial and larger commercial customers are billed based on their peak demand. Demand-based0.8% compared to 2020. Weather normalized demand-based load, excluding retail transmission customers,consumers, increased 6.8%1.8% in 2021 compared to 2020. The shift back to lower volumetric weather normalized retail load and 4.0%higher weather normalized demand-based commercial and industrial load reflects a return to pre-COVID-19 trends.

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Although the Company has experienced signs of recovery from state restrictions related to COVID-19, it is unable to determine the duration or final impacts from COVID-19 as discussed in 2018 and 2017.more detail in Item 1A Risk Factors. The Texas economy continuesCompany has not experienced, nor does it expect significant negative impacts to grow, primarily due to its diverse base,customer usage at PNM and TNMP is seeing continued requestsresulting from the economic impacts of COVID-19. However, if current economic conditions worsen, the Company may be required to interconnect to its system. The relocation of some nationalimplement additional measures such as reducing or delaying operating and global corporate headquarters to the Dallas-Fort Worth area has led to growth in commercial customersmaintenance expenses and also contributes to growth in residential and small business customers.planned capital expenditures.


Results of Operations


Net earnings attributable to PNMR were $85.6$195.8 million, or $1.07$2.27 per diluted share in the year ended December 31, 20182021 compared to $79.9$172.8 million, or $1.00$2.15 per diluted share in 2017.2020. Among other things, earnings in 20182021 benefited from additional revenues due to the rate increase approved in the NM 2016 Rate Casehigher weather normalized retail load at PNM, higher revenues under FERC formulademand-based load at TNMP, higher transmission rates at PNM and new transmission customersTNMP, higher distribution rates at TNMP, lower surface mine reclamation expense and lower accretion expense at PNM, lower interest expense at PNM rateand Corporate and Other, higher equity AFUDC at PNM, and lower costs related to the Merger at Corporate and Other. These increases and increased loadwere partially offset by milder weather conditions at PNM and TNMP, warmer weatherlower volumetric load at TNMP, increased operational and maintenance expense, including higher plant maintenance and administrative costs at PNM, higher employee related, outside service and vegetation management expense at PNM and TNMP, in the summer of 2018 and colder weather at TNMP in early 2018, and reduced income tax expense due to the reduced federal corporate income tax rate and the amortization of excess deferred income taxes ordered by the NMPRC. These increases were offset by increases in regulatory disallowances and restructuring costs at PNM related to adjustments to the estimated coal mine reclamation obligation for the mine that serves SJGS and for the impairment of certain

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investments in SJGS Unit 4 (offset by regulatory disallowances recorded in 2017 related to the NM 2016 Rate Case), reduced revenues at PNM due to power from PVNGS Unit 3 not being sold into the wholesale market, higher plant maintenance costs at PNM, increased operating expense due to the additional 197 MW of ownership in SJGS Unit 4 (offset by reduced expenses from the shutdown of SJGS Units 2 and 3), increased depreciation and property taxes at PNM and TNMP due to increased plant in service, at PNM and TNMP, losses on investment securities in 2018 at PNM, and higher interest expensecharges at TNMP, and lower interest incomedecreased performance on PNM's NDT and coal mine reclamation investment securities. Diluted earnings per share increased in 2021 due to higher net earnings, partially offset by the Westmoreland Loan at PNMR.dilutive impact of additional shares issued under the PNMR 2020 Forward Equity Sale Agreements on December 15, 2020. Additional information on factors impacting results of operationoperations for each segment is discussed below under Results of Operations.


Liquidity and Capital Resources


PNMR and PNM have revolving credit facilities with capacities of $300.0 million and $400.0 million that currently expire in October 2023. In July 2018, the PNMR Revolving Credit Facility was amended toBoth facilities provide for short-term borrowings and letters of credit and can be extended through October 2024, subject to approval by a majority of the lenders. In addition, PNM has a $40.0 million revolving credit facility with banks having a significant presence in New Mexico that expires in December 2022, and TNMP has a $75.0 million revolving credit facility, which expires in September 2022 and contains two one-year extension options, subject to approval by a majority of the lenders. In October 2018, the PNM Revolving Credit Facility was amended to add two one-year extension options, subject to approval by a majority of the lenders. As a result, PNMR and PNM have the opportunity to extend the facilities through October 2024. The PNMR and PNM facilities have capacities of $300.0 million and $400.0 million through October 2020 and $290.0 million and $360.0 million beginning November 2020. Both facilities provide for short-term borrowings and letters of credit. In addition, PNM has a $40.0 million revolving credit facility, which expires in December 2022, with banks having a significant presence in New Mexico and TNMP has a $75.0 million revolving credit facility, which expires in September 2022. Total availability for PNMR on a consolidated basis was $729.0$799.8 million at February 22, 2019. On February 26, 2018, PNMR Development entered into a $24.5 million revolving credit facility that was scheduled to expire on February 25, 2019. On February 22, 2019, PNMR Development amended the revolving credit facility to increase the capacity to $25.0 million and to expire on February 24, 2020. The PNMR Development Revolving Credit Facility bears interest at a variable rate and contains terms similar to the PNMR Revolving Credit Facility. PNMR, as parent company of PNMR Development, has guaranteed PNMR Development’s obligations under the PNMR Development Revolving Credit Facility.18, 2022. The Company utilizes these credit facilities and cash flows from operations to provide funds for both construction and operational expenditures. PNMR also has intercompany loan agreements with each of its subsidiaries.

PNMR projects that its consolidated capital requirements, consisting of construction expenditures capital contributions for PNMR Development’s 50% ownership interest in NMRD, and dividends, will total $3,236.7 million$4.8 billion for 2019-2023. The2022-2026. These construction expenditures include estimated amountsexpenditures for environmental upgrades at Four Corners, 50 MW of new solar facilities includedPNM’s capital initiative that includes investments in PNM’s 2018 renewabletransmission and distribution infrastructure to deliver clean energy, procurement plan,enhance customer satisfaction, and an anticipated expansion of PNM’s transmission system.increase grid resilience.
In July 2017, PNM
To fund capital spending requirements to meet growth that balances earnings goals, credit metrics and liquidity needs, the Company has entered into the PNM 2017 Senior Unsecureda number of other financing arrangements in 2021. For further discussion on these financing arrangements see Liquidity and Capital Resources discussion below as well as Note Agreement, under which $350.0 million of the PNM 2018 SUNs were issued in May 2018 and the remaining $100.0 million were issued in July 2018. The proceeds from these issuances were used to repay $450.0 million of SUNs on their maturity dates. On January 18, 2019, PNM entered into the $250.0 million PNM 2019 Term Loan, which bears interest at a variable rate and must be repaid on or before July 17, 2020. A portion of the proceeds from this issuance were used to repay the PNM 2017 Term Loan and short-term borrowings under the PNM Revolving Credit Facility. In March 2018, PNMR issued $300.0 million of 3.25% PNMR 2018 SUNs, which mature on March 9, 2021. Proceeds from the issuance of the PNMR 2018 SUNs were used to repay a $150.0 million term loan and borrowings under the PNMR Revolving Credit Facility. On November 26, 2018, PNMR Development entered into the $90.0 million PNMR Development Term Loan, which bears interest at a variable rate and matures on November 26, 2020. Proceeds from the PNMR Development Term Loan were used to repay short-term borrowings under the PNMR Development’s revolving credit facility and to repay borrowings under its intercompany loan from PNMR. PNMR, as parent company of PNMR Development, has guaranteed PNMR Development’s obligations under the loan. On December 14, 2018, PNMR entered into the $150.0 million PNMR 2018 One-Year Term Loan, which bears interest at a variable rate and matures on December 13, 2019. A portion of the proceeds from the PNMR 2018 One-Year Term Loan were used to repay the PNMR 2016 One-Year Term Loan (as extended) and a portion of the PNMR 2016 Two-Year Term Loan. On December 21, 2018, PNMR entered into the $50.0 million PNMR 2018 Two-Year Term Loan, which bears interest at a variable rate and matures on December 21, 2020. A portion of the proceeds from the PNMR 2018 Two-Year Term Loan were used to repay the remaining amount owned under the PNMR 2016 Two-Year Term Loan. On June 28, 2018, TNMP issued $60.0 million of first mortgage bonds which will mature on June 28, 2028 and used the proceeds to reduce borrowings under the TNMP Revolving Credit Facility. On July 25, 2018, TNMP entered into the $20.0 million TNMP 2018 Term Loan that is due on July 25, 2020 and used the proceeds to reduce short-term borrowings and for general corporate purposes. On December 17, 2018, the TNMP 2018 Term Loan was amended and restated to provide additional funding of $15.0 million, which results in a total committed amount of $35.0 million under the agreement. On February 26, 2019, TNMP entered into the TNMP 2019 Bond Purchase Agreement which provides for the sale of $305.0 million aggregate principal amount of TNMP first mortgage bonds (the “TNMP 2019 Bonds”). Under the TNMP 2019 Bond Purchase Agreement, TNMP has agreed to issue $225.0 million of TNMP 2019 Bonds on March 29, 2019 (at fixed annual interest rates ranging from 3.79% to 4.06% for terms ranging from 15 to 25 years) and $80.0 million of TNMP 2019 Bonds on or before July 1, 2019 (at a fixed annual interest rate of 3.60% for a term of ten years).7.

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After considering the effects of these financings PNMRand the Company’s short-term liquidity position as of February 18, 2022, the Company has consolidated maturities of long-term and other repayments of short-term and long-term debt aggregating $150.0$194.7 million in the period from January 1, 20192022 through December 31, 2019.February 28, 2023. In addition to internal cash generation, the Company anticipates that it will be necessary to obtain additional long-term financing in the form of debt refinancing, new debt issuances, and/or new equity in order to fund its capital requirements during the 2019-20232022-2026 period. The Company currently believes that its internal cash generation, existing credit arrangements, and access to public and private capital markets will provide sufficient resources to meet the Company’s capital requirements for at least the next twelve months. TheAs of December 31, 2021 and February 18, 2022, the Company iswas in compliance with its debt covenants.

RESULTS OF OPERATIONS


The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes thereto. Trends and contingencies of a material nature are discussed to the extent known. Also, refer to Disclosure Regarding Forward Looking Statements in Part I, Item 1 and to Risk Factors in Part I, Item 1A.



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A summary of net earnings attributable to PNMR is as follows:
Year Ended December 31,Change
202120202021/2020
(In millions, except per share amounts)
Net earnings attributable to PNMR$195.8 $172.8 $23.0 
Average diluted common and common equivalent shares86.1 80.3 5.8 
Net earnings attributable to PNMR per diluted share$2.27 $2.15 $0.12 
 Year Ended December 31, Change
 2018 2017 2016 2018/2017 2017/2016
 (In millions, except per share amounts)
      
Net earnings attributable to PNMR$85.6
 $79.9
 $116.8
 $5.8
 $(37.0)
Average diluted common and common equivalent shares80.0
 80.1
 80.1
 (0.1) 
Net earnings attributable to PNMR per diluted share$1.07
 $1.00
 $1.46
 $0.07
 $(0.46)


The components of the changes in net earnings attributable to PNMR by segment are:
Change
2021/2020
(In millions)
PNM$10.0 
TNMP5.3 
Corporate and Other7.7 
  Net change$23.0 
 Change
 2018/2017 2017/2016
 (In millions)
PNM$(17.2) $(5.0)
TNMP16.0
 (6.1)
Corporate and Other7.0
 (25.9)
  Net change$5.8
 $(37.0)


Information regarding the factors impacting PNMR’s operating results by segment are set forth below.


Segment Information


The following discussion is based on the segment methodology that PNMR’s management uses for making operating decisions and assessing performance of its various business activities. See Note 2 for more information on PNMR’s operating segments.
PNM


PNM defines utility margin as electric operating revenues less cost of energy, which consists primarily of fuel and purchase power costs. PNM believes that utility margin provides a more meaningful basis for evaluating operations than electric operating revenues since substantially all fuel and purchase power costs are offset in revenues as those costs are passed through to customers under PNM’s FPPAC. Utility margin is not a financial measure required to be presented under GAAP and is considered a non-GAAP measure.


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The following table summarizes the operating results for PNM:
 Year Ended December 31,Change
 202120202021/2020
 (In millions)
Electric operating revenues$1,362.0 $1,139.8 $222.2 
Cost of energy531.8 345.2 186.6 
Utility margin830.2 794.7 35.5 
Operating expenses438.4 414.4 24.0 
Depreciation and amortization170.4 165.3 5.1 
Operating income221.5 214.9 6.6 
Other income (deductions)28.4 31.6 (3.2)
Interest charges(51.4)(64.6)13.2 
Segment earnings before income taxes198.6 181.9 16.7 
Income (taxes)(27.0)(21.9)(5.1)
Valencia non-controlling interest(15.5)(14.0)(1.5)
Preferred stock dividend requirements(0.5)(0.5)— 
Segment earnings$155.5 $145.5 $10.0 
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 Year Ended December 31, Change
 2018 2017 2016 2018/2017 2017/2016
 (In millions)
Electric operating revenues$1,092.0
 $1,104.2
 $1,035.9
 $(12.2) $68.3
Cost of energy314.0
 321.7
 299.7
 (7.7) 22.0
Utility margin777.9
 782.6
 736.2
 (4.7) 46.4
Operating expenses481.0
 414.5
 407.9
 66.5
 6.6
Depreciation and amortization151.9
 147.0
 133.4
 4.9
 13.6
Operating income145.0
 221.1
 194.8
 (76.1) 26.3
Other income (deductions)(4.2) 30.6
 25.5
 (34.8) 5.1
Interest charges(76.5) (82.7) (87.5) 6.2
 4.8
Segment earnings (loss) before income taxes64.4
 169.0
 132.9
 (104.6) 36.1
Income (taxes) benefit6.0
 (81.6) (40.9) 87.6
 (40.7)
Valencia non-controlling interest(15.1) (15.0) (14.5) (0.1) (0.5)
Preferred stock dividend requirements(0.5) (0.5) (0.5) 
 
Segment earnings (loss)$54.7
 $71.9
 $76.9
 $(17.2) $(5.0)


The following table shows GWh sales, including the impacts of weather, by customer class and average number of customers:
 Year Ended December 31,Percent Change
 202120202021/2020
 (Gigawatt hours, except customers)
Residential3,339.5 3,438.4 (2.9)%
Commercial3,500.4 3,404.6 2.8 
Industrial1,592.3 1,412.6 12.7 
Public authority226.1 245.4 (7.9)
Economy service (1)
504.7 444.9 13.4 
Other sales for resale (2)
5,447.9 2,556.2 113.1 
14,610.9 11,502.1 27.0 %
Average retail customer (thousands)540.0 535.2 0.9 %
 Year Ended December 31, Change
 2018 2017 2016 2018/2017 2017/2016
 (Gigawatt hours, except customers)
Residential3,250.6
 3,136.1
 3,189.5
 114.5
 (53.4)
Commercial3,814.7
 3,774.4
 3,831.3
 40.3
 (56.9)
Industrial879.3
 850.9
 875.1
 28.4
 (24.2)
Public authority241.2
 250.5
 249.9
 (9.3) 0.6
Economy service (1)
667.3
 722.5
 805.7
 (55.2) (83.2)
Firm-requirements wholesale (2)

 87.6
 429.3
 (87.6) (341.7)
Other sales for resale (3)
2,525.2
 3,632.1
 2,899.3
 (1,106.9) 732.8
 11,378.3
 12,454.1
 12,280.2
 (1,075.8) 174.0
Average retail customer (thousands)526.3
 522.0
 518.6
 4.3
 3.4
(1)PNM purchases energy for a large customer on the customer’s behalf and delivers the energy to the customer’s location through PNM’s transmission system. PNM charges the customer for the cost of the energy as a direct pass through to the customer with only a minor impact in utility margin resulting from providing ancillary services.

(1)
PNM purchases energy for a large customer on the customer’s behalf and delivers the energy to the customer’s location through PNM’s transmission system. PNM charges the customer for the cost of the energy as a direct pass through to the customer with only a minor impact in utility margin resulting from providing ancillary services.
(2)
Decrease in 2018 and 2017 reflects the loss of NEC as a wholesale generation customer.
(3)
Decrease in 2018 reflects that PVNGS Unit 3 is included as a New Mexico jurisdictional resource beginning January 1, 2018 rather than as a merchant plant in 2017, partially offset by sales from PNM’s 65 MW merchant interest in SJGS Unit 4 (Note 16).

(2)Increase in other sales for resale is the result of participation in the EIM beginning in April 2021. See Note 4 and Note 17.


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Table of ContentsOperating results2021 compared to 2020


Operating Results2018 Compared to 2017


The following table summarizes the significant changes to utility margin:
Year Ended December 31, 2021
Change
Utility margin:(In millions)
Retail customer usage/load – Weather normalized retail KWh sales increased 4.4%, for commercial customers, partially offset by decreased sales to residential customers of 0.9%
$6.1 
Weather – Slightly milder than normal weather in 2021 compared to significantly warmer weather in 2020; cooling degree days were 11.0% lower and heating degree days were 9.7% lower in 2021
(10.3)
Leap Year – Decrease in revenue due to additional day in 2020
(1.8)
Transmission Increase primarily due to higher revenue under formula transmission rates, the addition of new customers, and higher volumes
26.8 
Rate riders Includes renewable energy, fuel clause, and energy efficiency riders which are partially offset in operating expense
8.6 
Coal mine reclamation – Lower expense on surface mine reclamation in 2021 and the 2020 remeasurement of PNM’s obligation for Four Corners and SJGS coal mine reclamation (Note 16)
5.5 
Other0.6 
Net Change$35.5 


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   Year Ended
December 31, 2018
   Change
Utility margin: (In millions)
    
 
Rate relief – Additional revenue due to rate increase approved by the NMPRC effective February 1, 2018 (Note 17)
 $4.7
 
Customer usage/load – Weather normalized retail KWh sales increased 0.6%, due to increased sales to residential, commercial, and industrial customers
 3.9
 
Weather – Warmer weather in 2018; cooling degree days were 13.4% higher and heating degree days were 32.4% higher
 11.1
 
Transmission  The addition of new customers and higher revenues under formula transmission rates
 9.5
 
Wholesale contracts  Loss of NEC as a wholesale generation customer (Note 17)
 (2.3)
 
Unregulated margin  Primarily related to loss of PVNGS Unit 3 wholesale power sales
 (26.9)
 
PVNGS Unit 3 third party transmission costs  Transmission of power to serve New Mexico retail customers
 (6.9)
 
Net unrealized economic hedges  Primarily related to 2017 hedges of PVNGS Unit 3 power sales and sales to NEC
 2.9
 Other (0.7)
 Net Change $(4.7)
Table of Contents


The following tables summarize the primary drivers for operating expenses, depreciation and amortization, other income (deductions), interest charges, and income taxes:
Year Ended December 31, 2021
Change
Operating expenses:(In millions)
Higher plant maintenance and administrative costs at SJGS, Four Corners and gas-fired plants, partially offset by lower costs at PVNGS$4.8 
Higher property taxes due to increases in utility plant in service, partially offset by favorable settlement of property values0.7 
Higher employee related, outside services, and vegetation management expenses12.5 
Higher energy efficiency and renewable rider expenses offset in utility margin4.8 
2021 non-retail credit loss1.0 
2021 regulatory disallowance and restructuring costs, primarily resulting from the PVNGS Leased Interest Abandonment Application1.2 
2020 remeasurement of coal mine reclamation costs associated with ownership restructuring of SJGS and Four Corners (Note 16)(1.1)
Other0.1 
Net Change$24.0 
   Year Ended
December 31, 2018
   Change
Operating expenses: (In millions)
   
 Higher plant maintenance and other costs primarily at SJGS, Four Corners and PVNGS $17.1
 Increased costs associated with additional 132 MW of SJGS Unit 4 and accelerated recovery of SNCRs on SJGS Units 1 and 4 15.5
 Increased costs associated with 65 MW of SJGS Unit 4 held as merchant plant beginning January 1, 2018 (Note 16) 6.0
 Higher property taxes due to increases in utility plant in service and higher assessed property values 2.7
 Higher employee related, outside service, and vegetation management expenses 2.6
 Higher bad debt expense 0.7
 Lower capitalized administrative and general expenses due to lower construction spending in 2018 2.3
 Cost savings resulting from the retirement of SJGS Units 2 and 3 (17.8)
 2017 Training costs associated with new software implementation (1.1)
 2017 regulatory disallowance due to the NMPRC’s January 17, 2018 order in PNM’s NM 2016 Rate Case (Note 17) (27.9)
 Regulatory disallowance resulting from the NMPRC’s September 28, 2016 order in PNM’s NM 2015 Rate Case (Note 17) 0.9
 2018 regulatory disallowance associated with 132 MW and restructuring costs associated with 65 MW of SJGS Unit 4 (Note 16) 35.0
 Regulatory disallowance due to changes in estimated write-offs associated with the SJGS BART determination and ownership restructuring (Note 16) 4.0
 2018 increase in estimated coal mine reclamation costs associated with ownership restructuring (Note 16) 27.3
 Other (0.8)
 Net Change $66.5
Depreciation and amortization:
Increased utility plant in service$6.8 
Lower accretion expense for PVNGS plant decommissioning AROs resulting from 2020 study(2.0)
Other0.3 
Net Change$5.1 

Other income (deductions):
Decreased performance on investment securities in the NDT and coal mine reclamation trusts$(4.8)
Higher equity AFUDC2.9 
Higher trust expenses partially offset by higher interest income related to investment securities in the NDT and coal mine reclamation trusts(1.0)
2020 donation to the COVID Customer Relief Program2.0 
2021 donations including establishment of the PNM Pueblo Education Scholarship Endowment(3.0)
Other0.7 
Net Change$(3.2)
Interest charges:
Issuance of $200.0 million of SUNs in April 2020$(2.3)
Refinancing of $160.0 million of SUNs in July 20211.8 
Issuance of $150.0 million of SUNs in December 2021(0.3)
Lower interest on term loans4.6 
Lower interest on remarketed PCRBs8.2 
Higher debt AFUDC including amounts resulting from 2020 FERC audit0.4 
Other0.8 
Net Change$13.2 
Income (taxes) benefits:
Higher segment earnings before income taxes$(3.9)
Lower non-deductible compensation1.2 
Lower amortization of state excess deferred income taxes (Note 18)(6.2)
Lower amortization of state net operating loss regulatory asset1.4 
Other2.4 
Net Change$(5.1)
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   Year Ended
December 31, 2018
   Change
Depreciation and amortization: (In millions)
   
 Increased utility plant in service $9.0
 Lower depreciation resulting from the retirement of SJGS Units 2 and 3, partially offset by amortization of the associated regulatory asset (Note 16) (4.5)
 Other 0.4
 Net Change $4.9
Other income (deductions):  
   
 2018 losses compared to 2017 gains on investment securities in the NDT and coal mine reclamation trusts, including the impact of a new accounting pronouncement (Note 9) $(44.3)
 Lower equity AFUDC (0.5)
 2017 interest income from third party transmission service provider due to FERC ruling (1.0)
 Lower non-service components of pension and OPEB expense 4.3
 Higher interest income and lower trust expenses related to investment securities in the NDT and coal mine reclamation trusts 6.1
 Other 0.6
 Net Change $(34.8)
Interest charges:  
   
 Lower interest on $350.0 million of PNM 2018 SUNs refinanced in May 2018 $9.6
 Lower interest on $100.0 million of PNM 2018 SUNs refinanced in August 2018 1.3
 Lower interest on $57.0 million of PCRBs refinanced in June 2017 0.5
 Higher interest on term loan agreements (2.2)
 Interest on deposit by PNMR Development for potential transmission interconnection which is offset in Corporate and Other (Note 7) (2.4)
 Lower debt AFUDC (0.2)
 Other (0.4)
 Net Change $6.2
Income taxes:  
   
 Decrease due to reduction in corporate income tax rate and lower segment earnings before income taxes $46.0
 
Change in excess deferred income taxes due to reduction in federal corporate income tax rate

 29.2
 Amortization of excess deferred income taxes, as ordered by the NMPRC in the NM 2016 Rate Case (Note 17) 19.8
 Impacts of decrease in equity AFUDC (0.1)
 Regulatory recovery of prior year impairments of state net operating loss carryforwards due to NMPRC orders in PNM rate cases (Note 17) (net of amortization) (3.6)
 Reversal of deferred items related to the retirement of SJGS Units 2 and 3 (1.6)
 2017 impacts of phased-in reduction in New Mexico corporate income tax rates (1.2)
 Decrease in excess tax benefits related to stock compensation awards (Note 12) (0.7)
 Impairments of state NOL carryforwards 0.9
 Impairments, valuation allowances, and non-deductible compensation (1.1)
 Net Change $87.6


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Operating Results– 2017 Compared to 2016

The following table summarizes the significant changes to utility margin:
   Year Ended
December 31, 2017
   Change
Utility margin: (In millions)
    
 
Rate relief – Additional revenue due to rate increase approved by the NMPRC on September 28, 2016 and certain fuel costs being passed through the FPPAC
 $51.9
 
Customer usage/load – PNM’s weather normalized retail KWh sales decreased 0.9%, due to decreased sales to residential, commercial, and industrial customers
 (5.9)
 
Weather – Milder weather; heating degree days were 8.9% lower, partially offset by higher cooling degree days of 2.0%
 (3.8)
 
Leap Year – Decrease in revenue due to additional day in 2016
 (1.6)
 
Transmission  Higher revenues under formula transmission rates and the addition of new customers
 12.1
 
Wholesale contracts  Primarily due to NEC (Note 17)
 (7.8)
 
Unregulated margin  Higher hedged prices for PVNGS Unit 3 power sales
 3.9
 
Rate riders  Includes renewable energy and energy efficiency riders, which are partially offset in operating expenses, depreciation and amortization, and interest charges
 (1.9)
 
Net unrealized economic hedges  Losses related to hedges of NEC power sales, partially offset by gains related to hedges of PVNGS
 (1.3)
 Other 0.8
 Net Change $46.4

The following tables summarize the primary drivers for operating expenses, depreciation and amortization, other income (deductions), interest charges, and income taxes:
   Year Ended
December 31, 2017
   Change
Operating expenses: (In millions)
   
 2017 regulatory disallowance due to the NMPRC’s January 17, 2018 order in PNM’s NM 2016 Rate Case (Note 17) $27.9
 Regulatory disallowances due to the NMPRC’s September 28, 2016 order in PNM’s NM 2015 Rate Case (Note 17) (8.1)
 Regulatory disallowances due to change in estimated write-offs associated with the SJGS BART determination and ownership restructuring (Note 16) (7.8)
 Lower plant maintenance costs at SJGS, Four Corners, and PVNGS, partially offset by increased costs at gas-fired plants (3.8)
 Implementation of process improvement initiatives in 2016 associated with reducing future costs (3.7)
 Lower employee related expenses and outside consulting costs (3.4)
 Lower rent expense associated with PVNGS leases (Note 8) (0.9)
 Higher capitalized administrative and general expenses due to higher construction spending (1.7)
 Higher allocated corporate depreciation, primarily related to computer software 5.4
 Training costs associated with new software implementation 1.1
 Contribution to the PNM Resources Foundation 1.0
 Higher property taxes due to increased utility plant in service 0.9
 Higher environmental expenses 0.5
 Other (0.8)
 Net Change $6.6

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   Year Ended
December 31, 2017
   Change
Depreciation and amortization: (In millions)
   
 Higher depreciation rates approved by the NMPRC in PNM’s 2015 NM Rate Case, including the impacts of impairments (Note 16) $6.1
 Increased utility plant in service 6.8
 Other 0.7
 Net Change $13.6
Other income (deductions):  
   
 Higher gains on investment securities in the NDT and coal mine reclamation trusts $7.6
 Higher equity AFUDC, primarily due to increased levels of construction expenditures 4.5
 Interest income from third party transmission service provider due to FERC ruling 1.0
 Lower income from “refined coal” (a third-party pre-treatment process); income is now passed through to customers as ordered in PNM’s NM 2015 Rate Case (3.8)
 2016 interest income from IRS, net of related expenses (Note 18) (2.9)
 Higher non-service components of pension and OPEB expense (1.8)
 Other 0.5
 Net Change $5.1
Interest charges:  
   
 Lower interest on $146.0 million of PCRBs refinanced in September 2016 $2.6
 Lower interest on $57.0 million of PCRBs refinanced in June 2017 0.6
 Lower short-term debt borrowings 0.8
 Higher debt AFUDC as a result of higher construction spending 1.0
 Other (0.2)
 Net Change $4.8
Income taxes:  
   
 Increase due to higher segment earnings before income taxes $(13.8)
 Impacts of increase in equity AFUDC 1.7
 Regulatory recovery of prior year impairments of state net operating loss carryforwards due to NMPRC orders in PNM rate cases (Note 17) (net of amortization) 0.3
 Impacts of phased-in reduction in New Mexico corporate income tax rates 2.0
 Decrease due to excess tax benefits related to stock compensation awards (Note 12) 1.7
 Impairments of state NOL carryforwards (0.9)
 Impact of change in federal corporate income tax rate (29.6)
 Other impairments and valuation allowances (2.1)
 Net Change $(40.7)


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TNMP


TNMP defines utility margin as electric operating revenues less cost of energy, which consists of costs charged by third-party transmission providers. TNMP believes that utility margin provides a more meaningful basis for evaluating operations than electric operating revenues since all third-party transmission costs are passed on to customers through a transmission cost recovery factor. Utility margin is not a financial measure required to be presented under GAAP and is considered a non-GAAP measure.


The following table summarizes the operating results for TNMP:
 Year Ended December 31,Change
 202120202021/2020
 (In millions)
Electric operating revenues$417.9 $383.2 $34.7 
Cost of energy113.1 102.1 11.0 
Utility margin304.8 281.1 23.7 
Operating expenses114.2 104.9 9.3 
Depreciation and amortization90.4 87.8 2.6 
Operating income100.1 88.5 11.6 
Other income (deductions)5.4 6.8 (1.4)
Interest charges(33.7)(30.4)(3.3)
Segment earnings before income taxes71.8 64.9 6.9 
Income (taxes)(7.9)(6.3)(1.6)
Segment earnings$63.9 $58.6 $5.3 
 Year Ended December 31, Change
 2018 2017 2016 2018/2017 2017/2016
 (In millions)
Electric operating revenues$344.6
 $340.8
 $327.0
 $3.8
 $13.8
Cost of energy85.7
 85.8
 80.9
 (0.1) 4.9
Utility margin259.0
 255.0
 246.2
 4.0
 8.8
Operating expenses96.3
 98.2
 93.4
 (1.9) 4.8
Depreciation and amortization66.2
 63.1
 61.1
 3.1
 2.0
Operating income96.5
 93.6
 91.6
 2.9
 2.0
Other income (deductions)4.1
 3.6
 3.2
 0.5
 0.4
Interest charges(32.1) (30.1) (29.3) (2.0) (0.8)
Segment earnings before income taxes68.5
 67.1
 65.5
 1.4
 1.6
Income (taxes)(16.9) (31.5) (23.8) 14.6
 (7.7)
Segment earnings$51.6
 $35.6
 $41.7
 $16.0
 $(6.1)

The following table shows total GWh sales, including the impacts of weather, by retail tariff consumer class and average number of consumers:
 Year Ended December 31,Percentage Change
 202120202021/2020
Volumetric load (1) (GWh)
Residential3,018.3 3,069.6 (1.7)%
Commercial and other39.9 31.5 26.7 %
Total volumetric load3,058.2 3,101.1 (1.4)%
Demand-based load (2) (MW)
21,176.9 20,061.5 5.6 %
Average retail consumers (thousands) (3)
263.5 258.8 1.8 %
 Year Ended December 31, Percentage Change
 2018 2017 2016 2018/2017 2017/2016
Volumetric load (1) (GWh)
 
Residential3,095.0
 2,936.6
 2,933.9
 5.4 % 0.1 %
Commercial and other32.2
 34.0
 42.4
 (5.3)% (19.8)%
Total volumetric load3,127.2
 2,970.6
 2,976.3
 5.3 % (0.2)%
Demand-based load (2) (MW)
18,181.2
 16,599.5
 15,564.8
 9.5 % 6.6 %
Average retail consumers (thousands) (3)
251.6
 248.3
 245.3
 1.3 % 1.2 %
(1)Volumetric load consumers are billed on KWh usage.

(1)
Volumetric load consumers are billed on KWh usage.
(2)
Demand-based load includes consumers billed on a monthly KW peak and also includes retail transmission customers that are primarily billed under rate riders.
(3)
TNMP provides transmission and distribution services to REPs that provide electric service to customers in TNMP’s service territories. The number of consumers above represents the customers of these REPs. Under TECA, consumers in Texas have the ability to choose any REP to provide energy.

(2)Demand-based load includes consumers billed on a monthly KW peak and retail transmission customers that are primarily billed under rate riders.

(3)TNMP provides transmission and distribution services to REPs that provide electric service to customers in TNMP’s service territories. The number of consumers above represents the customers of these REPs. Under TECA, consumers in Texas have the ability to choose any REP to provide energy.


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Operating results20182021 compared to 20172020


The following table summarizes the significant changes to utility margin:
Year Ended December 31, 2021
Change
Utility margin:(In millions)
Transmission rate relief/load – Transmission cost of service rate increases in March 2020, October 2020, March 2021, and September 2021, partially offset by lower wholesale transmission demand-based sales
$15.7 
Distribution rate relief Distribution cost of service rate established in September 2020 and increased in September 2021
13.9 
Volumetric-based customer usage/load Weather normalized KWh sales decreased 0.8% in addition to the leap-year impact; the average number of retail consumers increased 2.8%
(0.4)
Demand based customer usage/load Weather normalized demand-based MW sales for large commercial and industrial customers excluding retail transmission customers increased 1.8%
1.1 
Weather – Milder weather in 2021; cooling degree days were 2.6% lower in 2021
(0.2)
Rate riders and other – Impacts of rate riders, including the CTC surcharge which ended in August 2020, energy efficiency rider, rate case expense rider and transmission cost recovery factor, which are offset in operating expense and depreciation and amortization
(6.4)
Net Change$23.7 
   Year Ended December 31, 2018
   Change
Utility margin: (In millions)
    
 
Rate relief  Transmission cost of service rate increases in March and September of 2017 and March of 2018
 $3.9
 
Retail customer usage/load  Weather normalized retail KWh sales increased 3.2%, primarily related to the residential class; the average number of retail consumers increased 1.3%
 2.0
 
Demand based customer usage/load  Higher demand-based revenues for large commercial and industrial retail consumers; billed demand, excluding retail transmission customers, increased 6.8%
 4.4
 
Rate riders – Impacts of rate riders, including the AMS surcharge, CTC surcharge, energy efficiency rider, and transmission cost recovery factor, which are partially offset in depreciation and amortization
 (2.6)
 
Weather – Milder weather in 2017; heating degree days were 49.1% higher in 2018
 1.3
 
Revenue subject to refund - Amounts deferred for the impact of the reduction in the federal corporate income tax rate (Note 17)
 (5.4)
 Other 0.4
 Net Change $4.0


The following tables summarize the primary drivers for operating expenses, depreciation and amortization, other income (deductions), interest charges, and income taxes:
   Year Ended December 31, 2018
   Change
Operating expenses: (In millions)
   
 Higher allocated corporate depreciation, primarily related to computer software $0.8
 Higher employee related expenses 2.1
 Training costs associated with new software implementation in 2017 (0.4)
 Higher capitalized administrative and general expenses due to higher construction spending in 2018 (3.7)
 Regulatory recovery authorized in the PUCT’s December 20, 2018 approval of TNMP’s 2018 Rate Case (Note 17) (0.7)
 Net Change $(1.9)
Depreciation and amortization:  
   
 Increased utility plant in service $4.2
 Reduced CTC amortization and AMS depreciation (1.1)
 Net Change $3.1
Other income (deductions):  
   
 Higher equity AFUDC $1.4
 Lower CIAC (0.8)
 Other (0.1)
 Net Change $0.5

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   Year Ended December 31, 2018
   Change
Interest charges: (In millions)
   
 Increase due to the issuance of $60.0 million of long-term debt in August 2017 $(1.3)
 Increase due to the issuance of $60.0 million of long-term debt in June 2018 (1.2)
 Increase due to the issuance of $35.0 million term loan in 2018 (0.4)
 Higher debt AFUDC 1.1
 Other (0.2)
 Net Change $(2.0)
Income taxes:  
   
 Decrease due to reduction in corporate income tax rate, partially offset by higher segment earnings before income taxes $9.1
 Change in excess deferred income taxes due to reduction in federal corporate income tax rate 7.9
 Decrease in excess tax benefits related to stock compensation awards (Note 12) (0.2)
 Impairments, valuations allowances, and non-deductible compensation (2.2)
 Net Change $14.6

Operating Results – 2017 compared to 2016

The following table summarizes the significant changes to utility margin:
   Year Ended December 31, 2017
   Change
Utility margin: (In millions)
    
 
Rate relief  Transmission cost of service rate increases in March and September of 2017 and 2016
 $6.7
 
Retail customer usage/load  Weather normalized retail KWh sales increased 1.2%, primarily related to the residential class; the average number of retail consumers increased 1.2%
 0.6
 
Demand based customer usage/load  Higher demand-based revenues for large commercial and industrial retail consumers; billed demand, excluding retail transmission customers, increased 4.0%
 2.5
 
Wholesale transmission load – Increased coincidental peak load for third-party transmission customers

 1.3
 
Rate riders – Impacts of rate riders, including the AMS surcharge, CTC surcharge, energy efficiency rider, and transmission cost recovery factor, which are partially offset in operating expenses, depreciation and amortization, and interest charges
 (1.4)
 
Weather – Milder weather in 2017; heating degree days were 13.1% lower
 (0.8)
 Other (0.1)
 Net Change $8.8


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The following tables summarize the primary drivers for operating expenses, depreciation and amortization, other income (deductions), interest charges, and income taxes:
   Year Ended December 31, 2017
   Change
Operating expenses: (In millions)
   
 Higher allocated corporate depreciation, primarily related to computer software $1.9
 Higher outside consulting costs, including vegetation management 2.8
 Higher property taxes due to increased utility plant in service 1.4
 Higher employee related expenses 0.4
 Training costs associated with new software implementation 0.4
 Higher capitalized administrative and general expenses due to higher construction spending in 2017 (1.3)
 2016 lease abandonment costs associated with building consolidation efforts (1.0)
 Other 0.2
 Net Change $4.8
Depreciation and amortization:  
   
 Increased utility plant in service $3.0
 Reduced CTC amortization and AMS depreciation (1.0)
 Net Change $2.0
Year Ended December 31, 2021
Change
Operating expenses:(In millions)
Higher employee related, outside service expenses and vegetation management expenses$5.3 
Higher property tax due to increased utility plant in service3.2 
Higher capitalization of administrative and general and other expenses due to higher construction expenditures(1.2)
Higher amortization of rate case expenses offset in utility margin0.2 
Other1.8 
Net Change$9.3 
Depreciation and amortization:
Increased utility plant in service$9.6 
Decreased amortization of CTC offset in utility margin(7.0)
Net Change$2.6 
Other income (deductions):
Higher CIACLower equity AFUDC$0.2(1.0)
2016 interest income from IRS, net of related expenses (Note 18)Lower CIAC(0.3(0.4))
Other0.5
Net Change$0.4(1.4)
Interest charges:
Issuance of $185.0 million of first mortgage bonds in 2020$(2.4)
Issuance of $65.0 million first mortgage bonds in 2021(0.6)
Other(0.3)
Net Change$(3.3)
Interest charges:  
   
 Increase due to the issuance of $60.0 million of long-term debt in February 2016 $(0.2)
 Increase due to the issuance of $60.0 million of long-term debt in August 2017 (0.7)
 Higher debt AFUDC 0.3
 Other (0.2)
 Net Change $(0.8)

Income taxes:  
   
 Increase due to higher segment earnings before income taxes $(0.5)
 Decrease due to excess tax benefits related to stock compensation awards (Note 12) 0.6
 Impact of change in federal corporate income tax rate (7.9)
 Other 0.1
 Net Change $(7.7)


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Year Ended December 31, 2021
Change
Income (taxes) benefits:(In millions)
Higher segment earnings before income taxes$(1.4)
Other(0.2)
Net Change$(1.6)

Corporate and Other
The table below summarizes the operating results for Corporate and Other:
 Year Ended December 31,Change
 202120202021/2020
 (In millions)
Total revenues$— $— $— 
Cost of energy— — — 
Utility margin— — — 
Operating expenses(9.8)(4.4)(5.4)
Depreciation and amortization23.3 22.5 0.8 
Operating income (loss)(13.5)(18.1)4.6 
Other income (deductions)(0.7)(1.4)0.7 
Interest charges(11.8)(19.4)7.6 
Segment earnings (loss) before income taxes(25.9)(38.8)12.9 
Income (taxes) benefit2.3 7.5 (5.2)
Segment earnings (loss)$(23.6)$(31.3)$7.7 
 Year Ended December 31, Change
 2018 2017 2016 2018/2017 2017/2016
   (In millions)  
Total revenues$
 $
 $
 $
 $
Cost of energy
 
 
 
 
Utility margin
 
 
 
 
Operating expenses(17.7) (22.1) (12.8) 4.4
 (9.3)
Depreciation and amortization23.1
 21.8
 14.5
 1.3
 7.3
Operating income (loss)(5.5) 0.4
 (1.7) (5.9) 2.1
Other income (deductions)0.4
 4.2
 10.4
 (3.8) (6.2)
Interest charges(18.7) (14.8) (11.8) (3.9) (3.0)
Segment earnings (loss) before income taxes(23.8) (10.3) (3.2) (13.5) (7.1)
Income (taxes) benefit3.1
 (17.3) 1.5
 20.4
 (18.8)
Segment earnings (loss)$(20.6) $(27.6) $(1.7) $7.0
 $(25.9)


Corporate and Other operating expenses shown above are net of amounts allocated to PNM and TNMP under shared services agreements. The amounts allocated include certain expenses shown as depreciation and amortization and other income (deductions) in the table above. OperatingThe change in operating expenses in 2018 includes approximately $2.7a decrease of $4.7 million in legal and consulting costs related to the Merger that were not allocated to PNM or TNMP. The changes in depreciation expense primarily relates to increased corporate depreciation rates and additions to computer software. Substantially all depreciation and amortization expense is offset in operating expenses as a result of allocation of these costs to other business segments.


Operating results20182021 compared to 20172020


The following tables summarize the primary drivers for other income (deductions), interest charges, and income taxes:
Year Ended December 31, 2021
Change
Other income (deductions):(In millions)
Decrease in donations and other contributions$0.4 
Other0.3 
Net Change$0.7 
   Year ended December 31, 2018
   Change
Other income (deductions): (In millions)
   
 Decrease in interest income on the Westmoreland Loan (Note 16) $(5.0)
 Decrease in donations and community involvement expenses 0.4
 Equity in net earnings of NMRD 0.5
 Other 0.3
 Net Change $(3.8)

Interest charges:
Higher interest on term loans$(3.0)
Repayment of PNMR 2018 SUNs in March 20218.5 
Lower interest on short term borrowings2.1 
Net Change$7.6 
Interest charges:  
   
 Issuance of $300.0 million PNMR 2018 SUNs in March 2018 $(8.5)
 Increase in interest expense on the PNMR 2016 Two-Year Term Loan (0.7)
 Issuance of $90.0 million PNMR Development 2018 Term Loan in November 2018 (0.3)
 Higher short-term borrowings and interest rates (0.8)
 Repayment of $150.0 million PNMR 2015 Term Loan in March 2018 2.4
 Elimination of intercompany interest (Note 7) 2.4
 Repayment of the BTMU Term Loan in May 2018 1.6
 Net Change $(3.9)

Income taxes:  
   
 Increase in tax benefit due to higher segment losses before income taxes, partially offset by lower federal corporate income tax rate $2.0
 Change in excess deferred income taxes due to reduction in federal corporate income tax rate 16.6
 Other impairments and valuation allowances 1.1
 Other 0.7
 Net Change $20.4

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Year Ended December 31, 2021
Change
Income (taxes) benefits:(In millions)
Lower segment loss before income taxes$(3.3)
Higher state income tax effective rate(1.6)
Tax credit impairment(1.0)
Higher investment tax credit amortization0.4 
Lower non-deductible merger related costs0.3 
Net Change$(5.2)
Operating Results2017 compared to 2016
The following tables summarize the primary drivers for other income (deductions), interest charges, and income taxes:
   Year ended December 31, 2017
   Change
Other income (deductions): (In millions)
   
 Decrease in interest income on the Westmoreland Loan (Note 16) $(3.7)
 2016 interest income from IRS, net of related expenses (Note 18) (0.8)
 Increase in donations, including the PNM Resources Foundation (1.5)
 Other (0.2)
 Net Change $(6.2)
Interest charges:  
   
 Issuance of the $100.0 million 2016 Two-Year Term Loan in December 2016 $(2.0)
 Issuance of the $100.0 million 2016 One-Year Term Loan in December 2016 (1.9)
 Higher short-term borrowings and interest rates (2.4)
 Repayment of a $150.0 million PNMR term loan in December 2016 2.0
 Decrease in interest expense on the BTMU Loan (Note 7) 1.2
 Other 0.1
 Net Change $(3.0)
Income taxes:  
   
 Increase in benefit due to change in segment (earnings) loss before income taxes $2.7
 Impact of change in federal corporate income tax rate (20.0)
 Other impairments and valuation allowances (1.1)
 Other (0.4)
 Net Change $(18.8)

LIQUIDITY AND CAPITAL RESOURCES
Statements of Cash Flows
The information concerning PNMR’s cash flows is summarized as follows:
 Year Ended December 31,Change
 202120202021/2020
Net cash flows from:(In millions)
Operating activities$547.9 $485.7 $62.2 
Investing activities(952.3)(733.8)(218.5)
Financing activities357.6 292.2 65.4 
Net change in cash and cash equivalents$(46.8)$44.1 $(90.9)
 Year Ended December 31, Change
 2018 2017 2016 2018/2017 2017/2016
 (In millions)
Net cash flows from: 
Operating activities$428.2
 $523.5
 $408.3
 $(95.3) $115.2
Investing activities(475.7) (466.2) (699.4) (9.5) 233.2
Financing activities45.6
 (58.8) 242.4
 104.4
 (301.2)
Net change in cash and cash equivalents$(1.9) $(1.5) $(48.7) $(0.4) $47.2


Cash Flows from Operating Activities

Changes in PNMR’s cash flow from operating activities result from net earnings, adjusted for items impacting earnings that do not provide or use cash. See Results of Operations above. Certain changes in assets and liabilities resulting from normal operations, including the effects of the seasonal nature of the Company’s operations, also impact operating cash flows.



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Cash Flows from Investing Activities

The changes in PNMR’s cash flows from investing activities relate primarily to changes in utility plant additions. Cash flows from investing activities also include activity related to the Westmoreland Loanpurchase of the Western Spirit Line, Four Corners Purchase and Sale Agreement, and NMRD. Major components of PNMR’s cash inflows and (outflows) from investing activities are shown below:
Year Ended December 31,Change
202120202021/2020
Cash (Outflows) for Utility Plant Additions(In millions)
PNM:
Generation$(53.3)$(35.0)$(18.3)
Transmission and distribution(527.4)(276.1)(251.3)
Nuclear fuel(21.5)(24.0)2.5 
(602.2)(335.1)(267.1)
TNMP:
Transmission(128.2)(122.9)(5.3)
Distribution(183.7)(198.6)14.9 
(311.9)(321.5)9.6 
Corporate and Other:
Computer hardware and software(20.9)(22.4)1.5 
(935.0)(679.0)(256.0)
Other Cash Flows from Investing Activities
Proceeds from sales of investment securities459.9 591.0 (131.1)
Purchases of investment securities(477.7)(607.6)129.9 
Investments in NMRD— (23.3)23.3 
Distributions from NMRD0.6 — 0.6 
Other, net(0.1)(14.9)14.8 
(17.3)(54.8)37.5 
Net cash flows from investing activities$(952.3)$(733.8)$(218.5)
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 Year Ended December 31, Change
 2018 2017 2016 2018/2017 2017/2016
Cash (Outflows) for Utility Plant Additions(In millions)
PNM:         
Generation$(55.3) $(74.4) $(84.3) $19.1
 $9.9
Transmission and distribution(163.1) (173.4) (127.2) 10.3
 (46.2)
Purchase of previously leased capacity in PVNGS Unit 2
 
 (163.3) 
 163.3
Four Corners SCRs(7.6) (34.9) (40.9) 27.3
 6.0
Nuclear fuel(29.6) (26.4) (29.8) (3.2) 3.4
 (255.6) (309.1) (445.5) 53.5
 136.4
TNMP:         
Transmission(87.5) (60.7) (71.5) (26.8) 10.8
Distribution(135.9) (83.5) (39.4) (52.4) (44.1)
AMS
 (1.3) (11.6) 1.3
 10.3
 (223.4) (145.5) (122.5) (77.9) (23.0)
Corporate and Other:         
Computer hardware and software(22.1) (19.9) (31.0) (2.2) 11.1
PNMR Development utility plant additions
 (25.9) (1.1) 25.9
 (24.8)
 (22.1) (45.8) (32.1) 23.7
 (13.7)
 $(501.1) $(500.4) $(600.1) $(0.7) $99.7
Cash Inflows (Outflows) on the Westmoreland Loan         
Loan origination$
 $
 $(122.3) $
 $122.3
Principal payments56.6
 38.4
 30.0
 18.2
 8.4
 $56.6
 $38.4
 $(92.3) $18.2
 $130.7
Cash Inflows (Outflows) Related to NMRD         
Investments in NMRD$(9.0) $(4.1) $
 $(4.9) $(4.1)
Disbursements from NMRD
 $12.4
 
 (12.4) 12.4
 $(9.0) $8.3
 $
 $(17.3) $8.3
          
Other Cash Flows from Investing Activities         
Proceeds from sales of investment securities$984.5
 $637.5
 $522.6
 $347.0
 $114.9
Purchases from sales of investment securities(1,007.0) (650.3) (538.4) (356.7) (111.9)
Return of principal on PVNGS lessor notes
 
 8.5
 
 (8.5)
Other, net0.3
 0.4
 0.2
 (0.1) 0.2
 $(22.2) $(12.4) $(7.1) $(9.8) $(5.3)
 $(475.7) $(466.1) $(699.5) $(9.6) $233.4
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Cash Flow from Financing Activities
The changes in PNMR’s cash flows from financing activities include:


In 2016, PNMR borrowed $100.0 million under the PNMR One-Year Term Loan (included in short-term borrowings) and $100.0 million under the PNMR Two-Year Loan and repaid the PNMR Term Loan with the proceeds
In 2016, PNM borrowed $175.0 million under the PNM 2016 Term Loan and repaid the PNM Multi-draw Term Loan with the proceeds
NM Capital received net proceeds of $122.5 million under the $125.0 million BTMU Term Loan in 2016 and utilized the proceeds to provide funds for the Westmoreland Loan; in accordance with the BTMU Term Loan agreement, NM Capital made principal payments of $50.1Short-term borrowings increased $30.7 million in 2018, $42.12021 compared to a decrease of $153.1 million in 2017 and $32.8 million in 2016
In 2017, PNM borrowed $200.0 million under the PNM 2017 Term Loan and repaid the PNM 2016 Term Loan with the proceeds
PNM successfully remarketed PCRBs of $57.0 million in 2017 and $146.0 million in 2016

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TNMP issued $60.0 million of 3.85% first mortgage bonds in 2018, $60.0 million of 3.22% first mortgage bonds in 2017, and $60.0 million of 3.53% first mortgage bonds in 2016
In 2018, PNMR issued $300.0 million aggregate principal amount of 3.250% SUNs and used the proceeds to repay the $150.0 million PNMR 2015 Term Loan and to reduce short-term borrowings
In 2018, PNM issued $450.0 million of SUNs and repaid $350.0 million of 7.95% SUNs and $100.0 million of 7.50% SUNs
In 2018, TNMP borrowed $35.0 million under the TNMP 2018 Term Loan and used the proceeds to reduce short-term borrowings and for general corporate purposes
In 2018, PNMR Development borrowed $90.0 million under the PNMR Development Term Loan
In 2018, PNMR borrowed $150.0 million under the PNMR 2018 One-Year Term Loan and used the proceeds to repay the PNMR 2016 One-Year Term Loan, a portion of the PNMR 2016 Two-Year Term Loan, and for general corporate purposes
In 2018, PNMR borrowed $50.0 million under the PNMR 2018 Two-Year Term Loan and used the proceeds to repay the remaining amount of the PNMR 2016 Two-Year Term Loan and for general corporate purposes
Short-term borrowings decreased $119.5 million in 2018 compared to an increase of $18.3 million in 2017 compared to an increase of $86.5 million in 2016,2020, resulting in a net decreaseincrease in cash flows from financing activities of $137.8 in 2018 and $68.2$183.8 million in 20172021
In 2018,2021, PNMR had net amounts received under transmission interconnection arrangements of $1.2$70.4 million compared to $5.5 million in 2020
In 2020, PNM borrowed $250.0 million under the PNM 2020 Term Loan and used the proceeds to repay the PNM 2019 $250.0 million Term Loan
In 2020, PNM issued $200.0 million of PNM 2020 SUNs and used $100.0 million of proceeds to pay $100.0 million of the PNM 2020 Term Loan. The remaining $100.0 million of proceeds from the PNM 2020 SUNs were used to repay borrowings on the PNM Revolving Credit Facility and for other corporate purposes.
In 2020, PNM prepaid without penalty the remaining $150.0 million balance of the PNM 2020 Term Loan
In 2020, PNM purchased PCRBs totaling $100.3 million that were subject to mandatory tender on June 1, 2020, utilizing borrowings under the PNM Revolving Credit Facility. On July 1, 2020, these bonds were remarketed to investors in the weekly mode. On October 1, 2021, PNM converted these bonds to a fixed rate and remarketed them to new investors.
In 2020, PNM notified bondholders that it was calling PCRBs aggregating $302.5 million, purchased the bonds in lieu of redemption, and remarketed them to new investors
In 2020, TNMP issued $185.0 million of TNMP 2020 Bonds and used the proceeds to reduce short-term debt and for other corporate purposes
In 2020, PNMR physically settled all shares under the PNMR 2020 Forward Equity Sale Agreements by issuing 6.2 million shares to the forward purchasers at a price of $45.805 per share, aggregating net amountsproceeds of $283.1 million
In 2020, PNMR borrowed $150.0 million under the PNMR 2020 Term Loan and used the proceeds to repay the $50.0 million PNMR 2018 Two-Year Term Loan and for other corporate purposes
In 2020, PNMR executed a $300.0 million delayed-draw term loan (the “PNMR 2020 Delayed-Draw Term Loan”) and drew $80.0 million under its terms
In 2020, the PNMR Development Term Loan was amended to reduce the balance by $25.0 million
In 2021, PNMR borrowed the remaining $220.0 million under the PNMR 2020 Delayed-Draw Term Loan and repaid $300.0 million SUNs
In 2021, PNMR borrowed $900.0 million under the PNMR 2021 Delayed-Draw Term Loan and repaid the $150.0 million PNMR 2019 Term Loan, the $300.0 million PNMR 2020 Delayed-Draw Term Loan, the $150.0 million PNMR 2020 Term Loan, $92.1 million in 2017borrowings under the PNMR Revolving Credit Facility, $40.0 million in borrowings under the PNMR Development Revolving Credit Facility, and the $65.0 million PNMR Development Term Loan
In 2021, PNM entered into a $75.0 million term loan and used the funds to repay the PNM 2019 $40.0 million Term Loan and for other corporate purposes
In 2021, PNM issued $160.0 million of $9.4PNM 2021 SUNs and used the proceeds to repay $160.0 million comparedof PNM’s 5.35% SUNs that were due October 2021
In 2021, PNM remarketed $146.0 million of outstanding PCRBs to net amounts received in 2016new investors
In 2021, PNM issued $150.0 million aggregate principal amount of $4.3PNM September 2021 SUNs and used the proceeds to partially fund the purchase of the Western Spirit Line
In 2021, TNMP issued $65.0 million aggregate principal amount of TNMP 2021 Bonds and used the proceeds to repay existing debt and for other corporate purposes


Financing Activities
See Note 7 for additional information concerning the Company’s financing activities. PNM must obtain NMPRC approval for any financing transaction having a maturity of more than 18 months. In addition, PNM files its annual informational financing filing and short-term financing plan with the NMPRC. The Company’s ability to access the credit and capital markets at a reasonable cost is largely dependent upon its:
Ability to earn a fair return on equity
Results of operations
Ability to obtain required regulatory approvals
Conditions in the financial markets
Credit ratings
Prior
The Company is closely monitoring developments and is taking steps to July 2018, eachmitigate the potential risks related to COVID-19. The Company currently believes it has adequate liquidity but cannot predict the extent or duration of the outbreak, its effects on the global, national or local economy, including the Company's ability to access capital in the financial markets, or on the Company's financial position, results of operations, and cash flows.

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Each of the Company’s revolving credit facilities and term loans containedcontain a single financial covenant which requiredthat requires the maintenance of a debt-to-capitalization ratio. For the PNMR agreements, this ratio ofmust be maintained at less than or equal to 70%, and for the PNM and TNMP agreements, this ratio must be maintained at less than or equal to 65%. In July 2018, the PNMR Revolving Credit Facility, PNMR’s term loans, and the PNMR Development Revolving Credit Facility were each amended such that PNMR is now required to maintain a debt-to-capitalization ratio of less than or equal to 70%. The debt-to-capitalization ratio requirement remains at less than or equal to 65% for the PNM and TNMP agreements. The Company’s revolving credit facilities, and term loans, and other debt agreements generally also contain customary covenants, events of default, cross-default provisions, and change-of-control provisions. The Company is in compliance with its debt covenants.


As discussed in Note 16, NM Capital, a wholly-owned subsidiary ofIn August 2020, PNMR entered into the $125.0 million BTMU Term Loan agreement with BTMU, as lender and administrative agent. The BTMU Term Loan had a maturity date of February 1, 2021 and bore interest at a rate based on LIBOR plus a customary spread. PNMR, as parent company of NM Capital, guaranteed NM Capital’s obligations to BTMU. NM Capital utilized the proceeds of the BTMU Term Loan to provide funding for the $125.0 million Westmoreland Loan to a ring-fenced, bankruptcy-remote, special-purpose entity subsidiary of Westmoreland to finance Westmoreland’s purchase of SJCC. On May 22, 2018, the full principal balance outstanding under the Westmoreland Loan of $50.1 million was repaid. NM Capital used a portion of the proceeds to repay all remaining principal of $43.0 million owed under the BTMU Term Loan. These payments effectively terminated the loan agreements. In addition, PNMR’s guarantee of NM Capital’s obligations was also effectively terminated. See Note 10.

On October 21, 2016, PNMR entered into letter of credit arrangements with JPMorgan Chase Bank, N.A. (the “JPMWFB LOC Facility”) under which letters of creditFacility aggregating $30.3 million werethat was issued to facilitate the posting of reclamation bonds whichcurrently held by WSJ LLC (who assumed all the obligations of SJCC ispost-bankruptcy). The reclamation bonds were required to postbe posted in connection with permits relating to the operation of the San Juan mine (Note 16).mine. See Note 16.


As discussed in Note 7, at December 31, 2020, PNMR Development had $10.0 million outstanding under the PNMR Development Revolving Credit Facility that was expected to mature on February 23, 2021. On February 22, 2021, PNMR Development extended the facility to January 31, 2022 but ultimately decided to terminate it on May 18, 2021 as discussed below.

On December 21, 2016,31, 2020, PNMR had $300.0 million aggregate principal amount of 3.25% SUNs outstanding (the “PNMR 2018 SUNs”), which were set to mature on March 9, 2021. On December 22, 2020, PNMR entered into two term loan agreements: (1) the $100.0$300.0 million PNMR 2016 One-Year2020 Delayed-Draw Term Loan that was set to mature on December 21, 2017;in January 2022 and (2)drew $80.0 million to refinance existing indebtedness and for other corporate purposes. On March 9, 2021, PNMR utilized the $100.0remaining $220.0 million of capacity under the PNMR 2016 Two-Year2020 Delayed-Draw Term Loan that matured on December 21, 2018.to repay an equivalent amount of the PNMR 2018 SUNs. The proceedsremaining $80.0 million repayment of thesethe PNMR 2018 SUNs was funded through borrowings under the PNMR Revolving Credit Facility.

On May 18, 2021, PNMR entered into a $1.0 billion delayed-draw term loans were usedloan agreement (the “PNMR 2021 Delayed-Draw Term Loan”), among PNMR, the lenders party thereto, and Wells Fargo Bank, N. A., as administrative agent. Initially PNMR drew $850.0 million to repay and terminate existing indebtedness, including the $150.0 million PNMR 2019 Term Loan, the $300.0 million PNMR 2020 Delayed-Draw Term Loan, the $150.0 million PNMR 2020 Term Loan, the $65.0 million PNMR Development Term Loan, and to reduce$40.0 million in borrowings under the PNMR Development Revolving Credit Facility. Additionally, PNMR repaid the $92.1 million in borrowings under the PNMR Revolving Credit Facility. On December 15, 2017,2, 2021, PNMR drew an additional $50.0 million under the PNMR 2016 One-Year2021 Delayed-Draw Term Loan. Draws on the PNMR 2021 Delayed-Draw Term Loan bear interest at a variable rate, which was extended to0.95% at December 31, 2021, and mature on December 14, 2018.May 18, 2023. On January 24, 2022, PNMR drew the remaining $100.0 million available under the PNMR 2021 Delayed-Draw Term Loan.

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On March 9, 2018, PNMR issued $300.0June 18, 2021, PNM entered into a $75.0 million aggregate principal amountterm loan (the “PNM 2021 Term Loan”) between PNM and Bank of 3.250% SUNs (the “PNMR 2018 SUNs”)America, N.A., which mature on March 9, 2021.as lender. The proceeds from the offering werePNM 2021 Term Loan was used to repay the $150.0PNM 2019 $40.0 million PNMR 2015 Term Loan that was due on March 9, 2018 and to reduce borrowings under the PNMR Revolving Credit Facility.

On November 26, 2018, PNMR Development entered into a $90.0 million term loan agreement (the “PNMR Development Term Loan”), among PNMR Development and KeyBank, N.A., as administrative agent and sole lender. Proceeds from the PNMR Development Term Loan were used to repay intercompany borrowings from PNMR and for generalother corporate purposes. The PNMR DevelopmentPNM 2021 Term Loan bears interest at a variable rate, which was 3.32% on0.93% at December 31, 2018,2021 and matures on November 26, 2020. PNMR, as parent company of PNMR Development, has guaranteed PNMR Development’s obligations under the loan. The PNMR Development Term Loan requires PNMR to maintain a debt-to-capitalization ratio of less than or equal to 70%, and contains customary events of default, a cross-default, and a change-of-control provision.December 18, 2022.


On DecemberJuly 14, 2018, PNMR2021, PNM entered into a $150.0 million term loanan agreement (the “PNMR 2018 One-Year Term Loan”“PNM 2021 Note Purchase Agreement”) among PNMR,with institutional investors for the lenders identified therein,sale and MUFG Bank, Ltd.issuance of $160.0 million aggregate principal amount of two series of senior unsecured notes (the “PNM 2021 SUNs”) offered in private placement transactions. The PNM 2021 SUNs were issued on July 14, 2021. PNM issued $80.0 million of the PNM 2021 SUNs at 2.59%, as administrative agent. The proceedsdue July 15, 2033, and another $80.0 million at 3.14%, due July 15, 2041. Proceeds from the PNMR 2018 One-Year Term LoanPNM 2021 SUNs were used to repay the PNMR 2016 One-Year Term Loan,total amount of $160.0 million of PNM's 5.35% SUNs, at par, earlier than their scheduled maturity of October 1, 2021. The PNM 2021 Note Purchase Agreement includes the customary covenants discussed above. In the event of a portionchange of control, PNM will be required to offer to prepay the PNM 2021 SUNs at par. Although there are customary change of control provisions in the PNM debt agreements, the change of control provisions in these agreements, including the PNM 2021 Note Purchase Agreement, are not triggered by the closing of the PNMR 2016 Two-Year Term Loan, and for general corporate purposes. The PNMR 2018 One-Year Term Loan bears interest atMerger. PNM has the right to redeem any or all of the PNM 2021 SUNs prior to their maturities, subject to payment of a variable rate, which was 3.20% at December 31, 2018, and matures on December 13, 2019.customary make-whole premium.

On December 21, 2018, PNMR entered into a $50.0 million term loan agreement (the “PNMR 2018 Two-Year Term Loan”), between PNMR and Bank of America, N.A. as sole lender. Proceeds from the PNMR 2018 Two-Year Term Loan were used to repay the remaining amount owed under the PNMR 2016 Two-Year Term Loan and for general corporate purposes. The PNMR 2018 Two-Year Term Loan bears interest at a variable rate, which was 3.28% at December 31, 2018, and matures on December 21, 2020.


On July 20, 2017, PNM14, 2021, TNMP entered into the $200.0 million PNM 2017 Term Loan, which bore interest at a variable rate, which was 3.26% on December 31, 2018, and was repaid on January 18, 2019. PNM used the proceeds of the PNM 2017 Term Loan to prepay the $175.0 million PNM 2016 Term Loan, which was to mature on November 17, 2017, and to reduce short-term borrowings.

On July 28, 2017, PNM entered into the PNM 2017 Senior Unsecured Note Agreementan agreement (the “TNMP 2021 Bond Purchase Agreement”) with institutional investors for the sale of $450.0$65.0 million aggregate principal amount of eightone series of SUNsTNMP first mortgage bonds (the “PNM 2018 SUNs”“TNMP 2021 Bonds”) offered in private placement transactions. On May 14, 2018, PNMAugust 16, 2021, TNMP issued $350.0all $65.0 million of the PNM 2018 SUNs under that agreement (at fixed annual interest rates ranging from 3.15% to 4.50% for terms between 5 and 30 years)TNMP 2021 Bonds at 2.44% with a maturity of August 15, 2035 and used the proceeds to repay an equal amount of PNM’s 7.95% SUNs that matured on May 15, 2018. On July 31, 2018, PNM issued the remaining $100.0 million of the PNM 2018 SUNs (at fixed annual interest rates of 3.78% and 4.60% for terms of 10 and 30 years) and used the proceeds to repay an equal amount of PNM’s 7.50% SUNs on that matured on August 1, 2018.

On January 18, 2019, PNM entered into a $250.0 million term loan agreement (the “PNM 2019 Term Loan”) among PNM, the lenders identified therein, and U.S. Bank N.A., as administrative agent. PNM used the proceeds of the PNM 2019 Term Loan to repay the PNM 2017 Term Loan, to reduce short-term borrowings under the PNM Revolving Credit Facility,existing debt and for generalother corporate purposes. The PNM 2019 Term Loan bears interest at a variable rate, which was 3.13% on February 22, 2019, and must be repaid on or before July 17, 2020.

On June 28, 2018, TNMP entered into an agreement under which TNMP issued $60.0 million aggregate principal amount of 3.85% first mortgage bonds, due 2028. On July 25, 2018, TNMP entered into a $20.0 million term loan agreement. On December 17, 2018, the TNMP term loan agreement was amended and restated to add an additional $15.0 million, which results in a total committed amount of $35.0 million under the agreement (the “TNMP 2018 Term Loan”). The TNMP 2018 Term Loan bears interest at a variable rate, which was 3.22% at December 31, 2018, and matures on July 25, 2020. TNMP used the proceeds from these issuances to repay short-term borrowings and for TNMP’s general corporate purposes.

On February 26, 2019, TNMP entered into the TNMP 2019 Bond Purchase Agreement with institutional investors for the sale of $305.0 million aggregate principal amount of four series of TNMP First Mortgage Bonds (the “TNMP 2019 Bonds”) offered in private placement transactions. Under the TNMP 2019 Bond Purchase Agreement, TNMP has agreed to issue $225.0 million of the TNMP 2019 Bonds on March 29, 2019 (at fixed annual interest rates ranging from 3.79% to 4.06% for terms ranging from 15 to and 25 years) and $80.0 million of the TNMP 2019 Bonds on or before July 1, 2019 (at a fixed annual interest rate of 3.60% for a term of ten years). The issuances of the TNMP 20192021 Bonds are subject to the satisfaction of customary conditions, including continuing compliance with the representations, warranties and covenants ofset forth in the supplemental indenture governing the TNMP 2019 Bond Purchase Agreement. TNMP will use the proceeds from the TNMP 2019 Bonds to repay $172.3 million 9.50% first mortgage bonds at their maturity on April

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1, 2019, as well as to repay borrowings under the TNMP Revolving Credit Facility and for general corporate purposes.2021 Bonds. The terms of the supplemental indenture governing the TNMP 20192021 Bonds containinclude the customary covenants includingdiscussed above. In the event of a covenant that requires TNMP to maintain a debt-to-capitalization ratiochange of less than or equal to 65%, customary events of default, a cross-default provision, and a change-of-control provision.control, TNMP will havebe required to offer to prepay the TNMP 2021 Bonds at par. However, the definition of change of control in the supplemental indenture governing the TNMP 2021 Bonds will not be triggered by the closing of the Merger. TNMP has the right to redeem any or all of the TNMP 20192021 Bonds prior to their respectivematurity, subject to payment of a customary make-whole premium.

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On September 23, 2021, PNM entered into an agreement (the “PNM September 2021 Note Purchase Agreement”) with institutional investors for the sale and issuance of $150.0 million aggregate principal amount of two series of senior unsecured notes (the “PNM September 2021 SUNs”) offered in private placement transactions. On December 2, 2021, PNM issued $50.0 million of the PNM September 2021 SUNs at 2.29%, due December 30, 2031, and another $100.0 million at 2.97%, due December 30, 2041. Proceeds from the PNM September 2021 SUNs were used for funding of capital expenditures, including the purchase of the Western Spirit Line, repayment of existing indebtedness, and for general corporate purposes. The PNM September 2021 Note Purchase Agreement includes the customary covenants discussed above. In the event of a change of control, PNM will be required to offer to prepay the PNM September 2021 SUNs at par. Although there are customary change of control provisions in the PNM debt agreements, the change of control provisions in these agreements, including the PNM September 2021 Note Purchase Agreement, are not triggered by the closing of the Merger. PNM has the right to redeem any or all of the PNM September 2021 SUNs prior to their maturities, subject to payment of a customary make-whole premium.


PNMRAt December 31, 2020, PNM had a hedging agreement whereby it effectively established$100.3 million of outstanding PNM Floating Rate PCRBs. The PNM Floating Rate PCRBs bore interest at rates that were reset weekly, giving investors the option to return the PCRBs for remarketing to new investors upon 7 days' notice. On October 1, 2021, PNM converted the PNM Floating Rate PCRBs to a fixed rate period and successfully remarketed them to new investors (“PNM 2021 Fixed Rate PCRBs”). The PNM 2021 Fixed Rate PCRBs now bear interest at 0.875% and are subject to mandatory tender on October 1, 2026.

At December 31, 2020, PNM had $146.0 million of outstanding PCRBs with a final maturity of April 1, 2033. These PCRBs were subject to mandatory tender on October 1, 2021 and were successfully remarketed to new investors on that date. The $146.0 million PCRBs bear interest at a fixed rate of 1.927%, subject2.15% until their final maturity.

On October 20, 2020, the execution of the Merger Agreement constituted a “Change of Control” under certain PNMR, TNMP, and PNMR Development debt agreements. Under each of the specified debt agreements, a “Change of Control” constitutes an “Event of Default,” pursuant to change if there is a change in PNMR’s credit rating, for borrowingswhich the lender parties thereto had the right to accelerate the indebtedness under the $150.0debt agreements.

On October 26, 2020, PNMR, TNMP and PNMR Development entered into amendment agreements with the lender parties thereto to amend the definition of “Change of Control” such that the entry into the Merger Agreement would not constitute a Change of Control and to waive the Event of Default arising from entry into the Merger Agreement. On September 15, 2021, PNMR and TNMP and the lender parties further amended the definition of “Change of Control” in the PNMR Revolving Credit Facility and the TNMP Revolving Credit Facility such that the closing of the Merger does not constitute a Change of Control under those facilities. The Change of Control provisions in the PNM debt agreements, PNM note purchase agreements, and TNMP 2021 Bond Purchase Agreement are not triggered by the closing of the Merger and did not require amendment.

The documents governing TNMP's aggregate $750.0 million PNMR 2015 Term Loanof outstanding 2014 to 2020 First Mortgage Bonds (“TNMP FMBs”) obligated TNMP to offer, within 30 business days following the signing of the Merger Agreement, to prepay that $750.0 million of outstanding TNMP FMBs at 100% of the principal amount, plus accrued and unpaid interest thereon, but without any make-whole amount or other premium. TNMP made such offer to prepay the TNMP FMBs in accordance with the terms of the TNMP FMBs, and none of the holders of the TNMP FMBs accepted TNMP’s offer. The documents governing the 2014 to 2020 TNMP FMBs require TNMP to make another offer, within 30 business days of closing of the Merger, to prepay all outstanding TNMP FMBs at par. TNMP will make such offer to prepay the TNMP FMBs in accordance with the terms of the TNMP FMBs; however, holders of the TNMP FMBs are not required to tender their TNMP FMBs and may accept or reject such offer to prepay. As discussed above, the supplemental indenture that governs the TNMP 2021 Bonds excludes the Merger from the definition of Change of Control.

The TNMP FMBs are not registered under the Securities Act and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements and applicable state laws. The information in this Annual Report on Form 10-K is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities in any jurisdiction pursuant to the period from January 11, 2016 through its maturity on March 9, 2018. proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Similar to the offer to prepay made after signing the Merger Agreement, the post-Merger closing offer to prepay the TNMP FMBs will be made only pursuant to an offer to prepay, which will set forth the terms and conditions of the offer to prepay.

In 2017, PNMR entered into three separate four-year hedging agreements whereby itthat effectively established fixed interest rates of 1.926%, 1.823%, and 1.629%, plus customary spreads over LIBOR subject to change if there is a change in PNMR’s credit rating, for three separate tranches, each of $50.0 million, of its variable rate debt. On March 23, 2021, the 1.926% fixed interest rate hedge agreement expired according to its terms and the remaining agreements expired on May 23, 2021.
Capital Requirements
PNMR’s total capital requirements consist of construction expenditures, cash dividend requirements for PNMR common stock and PNM preferred stock, and capital contributions for PNMR Development’s 50% ownership interest in NMRD.stock. Key activities in PNMR’s current construction program include:
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Investments in transmission and distribution infrastructure
Upgrading generation resources including expenditures for compliance with environmental requirements and for renewabledelivering clean energy resources
Expanding the electric transmission and distribution systems
Purchasing nuclear fuel

Projected capital requirements for 2019-20232022-2026 are:    
2019 2020-2023 Total 20222023-2026Total
(In millions) (In millions)
Construction expenditures$605.3
 $2,103.4
 $2,708.7
Construction expenditures$895.6 $3,295.9 $4,191.5 
Capital contributions to NMRD29.6
 33.8
 63.4
Dividends on PNMR common stock92.4
 369.6
 462.0
Dividends on PNMR common stock119.3 477.2 596.5 
Dividends on PNM preferred stock0.5
 2.1
 2.6
Dividends on PNM preferred stock0.5 2.1 2.6 
Total capital requirements$727.8
 $2,508.9
 $3,236.7
Total capital requirements$1,015.4 $3,775.2 $4,790.6 


The construction expenditure estimates are under continuing review and subject to ongoing adjustment, as well as to Board review and approval. The construction expenditures above include environmental upgrades of $61.2 millionexpenditures for 50 MW of new solar facilities includedPNM’s capital initiative that includes investments in PNM’s 2018 renewabletransmission and distribution infrastructure to deliver clean energy, procurement plan,enhance customer satisfaction, and approximately $130 million in 2019-2020 for anticipated expansions of PNM’s transmission system.increase grid resilience. Not included in the table above are potential incremental expenditures for new customer growth in New Mexico and Texas, and other transmission and renewable energy expansion in New Mexico, and potential replacement resources related to the planned shutdown of SJGS Units 1 and 4 in 2022. Expenditures for new customer growth, the expansion of PNM’s transmission system and renewable energy facilities, and SJGS replacement resources are subject to obtaining necessary approvals of the NMPRC. PNM will be required to file CCN applications with the NMPRC to obtain those approvals, as well as to make an abandonment filing for approval to shut down SJGS. See Note 16 and 17.Mexico. The ability of PNMR to pay dividends on its common stock is dependent upon the ability of PNM and TNMP to be able to pay dividends to PNMR. See Note 6 describesfor a discussion of regulatory and contractual restrictions on the payment of dividends by PNM and TNMP.
During the year ended December 31, 2018,2021, PNMR met its capital requirements and construction expenditures through cash generated from operations, as well as its liquidity arrangements and the borrowings discussed in Financing Activities above.


In addition to the capital requirements for construction expenditures and dividends, the Company has long-term debt and term loans that must be paid or refinanced at maturity. As discussed above, PNM entered intohas $104.5 million of PCRBs that must be refinanced or repriced in June 2022 and the $250.0PNM 2021 $75.0 million PNM 2019 Term Loan on January 18, 2019 and used a portion of the proceeds under that agreement to repay the $200.0 million PNM 2017 Term Loan on that date. On February 26, 2019, TNMP entered into the TNMP 2019 Bond Purchase Agreement under which an aggregate of $305.0 million of TNMP 2019 Bonds are to be issuedmatures in 2019 and will use a portion of the proceeds from that agreement to repay $172.3 million of TNMP’s first mortgage bonds that mature on April 1, 2019.December 2022. See Note 7 containsfor additional information about the maturitiesCompany’s long-term debt and equity arrangements. Funds received from the issuance of long-term debt.approximately 6.2 million shares of PNMR common stock in December 2020 under the PNMR 2020 Forward Equity Sale Agreements were used to repay existing indebtedness and for other corporate purposes. The Company anticipates that funds to repay long-term debt maturities and term loans will come from enteringmay also enter into new arrangements similar to the existing agreements, borrowingborrow under the revolving credit facilities, issuance ofor issue new long-term debt or equity in the public or private capital markets, or a combination of these sources. The Company has from time to time refinanced or repurchased portions of its outstanding debt before scheduled maturity. Depending on market conditions, the Company may refinance other debt issuances or make additional debt repurchases in the future.


Other Material Cash Requirements

In addition to the cash requirements for construction requirements and long-term debt discussed above, the Company has other material cash requirements related to long-term contractual obligations including minimum lease payments (Note 8), coal contracts, coal mine reclamation, nuclear decommissioning, SJGS plant decommissioning (Note 16), and pension and retiree medical contributions (Note 11).

Interest on long-term debt

Interest accrues on long-term debt agreements, at fixed rates, with the passage of time and is typically paid semi-annually in accordance with the terms of the debt agreement. Provided that long-term debt agreements are not prepaid or refinanced before their expected maturities, payments of interest are expected to total $85.0 million in 2022, $162.5 million in 2023 and 2024, $136.4 million in 2025 and 2026, and $545.6 million in 2027 and thereafter.

Transmission service arrangements

PNM owns transmission lines that are interconnected with other utilities in Arizona and Texas. PNM has executed long-term contracts with these other utilities to receive service for the transmission of energy owned by PNM utilizing the third-party transmission facilities. PNM generally receives transmission services, which are regulated by FERC, from a third-party through the other utilities’ OATT or a specific contract. PNM has reserved firm capacity on a long-term basis and is committed under the terms of the contracts. These contracted obligations total $16.8 million in 2022, $17.5 million in 2023 and 2024, $2.8 million in 2025 and 2026, and $2.6 million in 2027 and thereafter.

Technology outsourcing

The Company has other technology services under long-term contracts. The obligations under these contracts total $7.0 million in 2022, $8.5 million in 2023 and 2024, and $0.3 million in 2025 and 2026.

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Liquidity
PNMR’s liquidity arrangements include the $300.0 million PNMR Revolving Credit Facility, the $400.0 million PNM Revolving Credit Facility, and the $75.0 million TNMP Revolving Credit Facility. In July 2018,The PNMR and PNM facilities currently expire in October 2023 but can be extended through October 2024, subject to approval by a majority of the PNMRlenders. The TNMP Revolving Credit Facility was amended to provide formatures in September 2022 and contains two one-year extension options, subject to approval by a majority of the lenders. In October 2018,PNM also has the PNM Revolving Credit Facility was amended to add two one-year extension options, subject to approval by a majority of the lenders. As a result, PNMR and PNM have the opportunity to extend these facilities through October 2024. On December 19, 2018, PNMR and PNM each exercised the first of these one-year extension options resulting in the PNMR and PNM Revolving Credit Facilities maturing in October 2023. The PNMR and PNM facilities have capacities of $300.0$40.0 million and $400.0 million through October 2020 and $290.0 million and $360.0 million beginning November 2020. The $75.0 million TNMP Revolving Credit Facility matures in September 2022. PNM had the $50.0 million PNM 2014 New Mexico Credit Facility with banks having a significant presence in New Mexico that was scheduled to expire on January 8, 2018. On December 12, 2017, PNM entered into the PNM 2017 New Mexico Credit Facility a similar $40.0 million unsecured revolving credit facility to replace the PNM 2014 New Mexico Credit Facility. The PNM 2017 New Mexico Credit Facilitythat expires onin December 12, 2022. The Company believes the terms and conditions of these facilities are consistent with those of other investment grade revolving credit facilities in the utility industry. Variable interest rates under these facilities are based on LIBOR but contain provisions which allow for the replacement of LIBOR with other widely accepted interest rates. The Company expects that it will be able to extend or replace these credit facilities under similar terms and conditions prior to their expirations.

On February 26, 2018, PNMR Development entered into a $24.5 million revolving credit facility that was scheduled to expire on February 25, 2019. On February 22, 2019, PNMR Development amended the revolving credit facility to increase the capacity to $25.0 million and to expire on February 24, 2020. The facility bears interest at a variable rate and contains terms similar to the PNMR Revolving Credit Facility. PNMR has guaranteed the obligations of PNMR Development under the facility. PNMR Development anticipates using the facility to finance its participation in NMRD (Note 1).
The revolving credit facilities and the PNM 2017 New Mexico Credit Facility provide short-term borrowing capacity. The revolving credit facilities also allow letters of credit to be issued. Letters of credit reduce the available capacity under the facilities. The Company utilizes these credit facilities and cash flows from operations to provide funds for both construction and operational expenditures. The Company’s business is seasonal with more revenues and cash flows from operations being generated in the summer months. In general, the Company relies on the credit facilities to be the initial funding source for construction expenditures. Accordingly, borrowings under the facilities may increase over time. Depending on market and other conditions, the Company will periodically sell long-term debt and use the proceeds to reduce the borrowings under the credit facilities. Information regarding the range of borrowings for each facility is as follows:
Three Months EndedYear Ended December 31
December 31, 202120212020
Range of BorrowingsLowHighLowHighLowHigh
(In millions)
PNM:
PNM Revolving Credit Facility$— $40.0 $— $40.0 $— $147.9 
PNM 2017 New Mexico Credit Facility— — — 10.0 — 40.0 
TNMP Revolving Credit Facility— 1.1 — 70.0 — 74.9 
PNMR Revolving Credit Facility— 54.9 — 134.5 10.0 203.5 
PNMR Development Revolving Credit Facility— — — 40.0 — 17.0 
  Three Months Ended Year Ended December 31
  December 31, 2018 2018 2017 2016
Range of Borrowings Low High Low High Low High Low High
  (In millions)
PNM:                
PNM Revolving Credit Facility $
 $32.4
 $
 $64.2
 $
 $65.0
 $
 $135.0
PNM New Mexico facilities (1)
 
 10.0
 
 20.0
 
 26.0
 
 50.0
TNMP Revolving Credit Facility 12.0
 34.5
 
 73.9
 
 53.0
 
 70.0
PNMR Revolving Credit Facility 20.0
 142.8
 20.0
 210.0
 111.8
 235.3
 40.0
 179.5
PNMR Development Revolving Credit Facility 6.0
 24.5
 
 24.5
 
 
 
 
(1) Includes bothAt December 31, 2021, the average interest rates were 1.61% for the PNMR Revolving Credit Facility, 1.35% for the PNM 2014 New MexicoRevolving Credit Facility, and 0.85% for the TNMP Revolving Credit Facility. There were no borrowings outstanding under the PNM 2017 New Mexico Credit Facility
At at December 31, 2018, the average interest rates were 3.76% for the PNMR Revolving Credit Facility, 3.63% for the PNM Revolving Credit Facility, 3.56% for the PNM 2017 New Mexico Credit Facility, 3.17% for the TNMP Revolving Credit Facility, and 3.46% for the PNMR Development Revolving Credit Facility.2021.
The Company currently believes that its capital requirements for at least the next twelve months can be met through internal cash generation, existing, extended, or new credit arrangements, and access to public and private capital markets. The Company anticipates that it will be necessary to obtain additional long-term financing to fund its capital requirements and to balance its capital structure during the 2019-2023 period.2022 - 2026 period, including interim financing to fund construction of replacement resources prior to the issuance of the Securitized Bonds included in PNM’s SJGS Abandonment Application. This could include new debt and/or equity issuances. The Company currently anticipates utilizing an at-the-market equity issuance program to raise equity beginning in 2020 to partially fund capital requirements. This at-the-market program should provide a flexible, efficient, and low-cost way to issue equity as needed. The Company also expects to issue new debt periodically to fund capital investments. To cover the difference in the amounts and timing of internal cash generation and cash requirements, the Company intends to use short-term borrowings under its current and future liquidity arrangements.arrangements or other short-term loans. However, if difficult market conditions return,worsen, the Company may not be able to access the capital markets or renew credit facilities when they expire. Should

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that occur, the Company would seek to improve cash flows by reducing capital expenditures and exploring other available alternatives.
Currently, all of the credit ratings issued by both Moody’s and S&P on the Company’s debt are investment grade. On January 16, 2018, S&PFebruary 10, 2022, Moody’s downgraded TNMP’s issuer rating from A3 to Baa1 and changed the outlook for PNMR, PNM, and TNMP from stablenegative to negative while affirming the ratings set forth below for all the entities. On June 29, 2018, Moody’s changed the ratings outlook for PNMR and PNM from positive to stable, maintained the stable outlook for TNMP, and affirmed the long-term credit ratings of each entity.
As of February 22, 2019, ratings on the Company’s securities were as follows:
PNMRPNMTNMP
S&P
Issuer ratingBBB+BBB+BBB+
Senior secured debt**A
Senior unsecured debtBBBBBB+*
Preferred stock*BBB-*
Moody’s
Issuer ratingBaa3Baa2A3
Senior secured debt**A1
Senior unsecured debtBaa3Baa2*
* Not applicable

The ultimate outcomes from PNM’s NM 2015 Rate Case, including the pending appeal before the NM Supreme Court, as discussed in Note 17, could affect both the outlook and credit ratings.stable. Investors are cautioned that a security rating is not a recommendation to buy, sell, or hold securities, that each rating is subject to revision or withdrawal at any time by the rating organization, and that each rating should be evaluated independently of any other rating.

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As of February 18, 2022, ratings on the Company’s securities were as follows:
PNMRPNMTNMP
S&P
Issuer ratingBBBBBBBBB+
Senior secured debt**A
Senior unsecured debtBBB-BBB*
Preferred stock*BB+*
Moody’s
Issuer ratingBaa3Baa2Baa1
Senior secured debt**A2
Senior unsecured debtBaa3Baa2*
* Not applicable
Investors are cautioned that a security rating is not a recommendation to buy, sell, or hold securities, that each rating is subject to revision or withdrawal at any time by the rating organization, and that each rating should be evaluated independently of any other rating.
A summary of liquidity arrangements as of February 22, 201918, 2022, is as follows:
PNM TNMP 
PNMR
Separate
 PNMR Development 
PNMR
Consolidated
PNMTNMPPNMR
Separate
PNMR
Consolidated
    (In millions)  (In millions)
Financing capacity:         Financing capacity:
Revolving credit facility$400.0
 $75.0
 $300.0
 $25.0
 $800.0
Revolving Credit FacilityRevolving Credit Facility$400.0 $75.0 $300.0 $775.0 
PNM 2017 New Mexico Credit Facility40.0
 
 
 
 40.0
PNM 2017 New Mexico Credit Facility40.0 — — 40.0 
Total financing capacity$440.0
 $75.0
 $300.0
 $25.0
 $840.0
Total financing capacity$440.0 $75.0 $300.0 $815.0 
Amounts outstanding as of February 22, 2019:         
Revolving credit facility$
 $37.5
 $45.3
 $10.9
 $93.7
Amounts outstanding as of February 18, 2022:Amounts outstanding as of February 18, 2022:
Revolving Credit FacilityRevolving Credit Facility$— $11.8 $— $11.8 
PNM 2017 New Mexico Credit Facility10.0
 
 
 
 10.0
PNM 2017 New Mexico Credit Facility— — — — 
Letters of credit2.5
 0.1
 4.7
 
 7.3
Letters of credit— — 3.4 3.4 
Total short-term debt and letters of credit12.5
 37.6
 50.0
 10.9
 111.0
Total short-term debt and letters of credit— 11.8 3.4 15.2 
Remaining availability as of February 22, 2019$427.5
 $37.4
 $250.0
 $14.1
 $729.0
Invested cash as of February 22, 2019$18.1
 $
 $0.9
 $
 $19.0
Remaining availability as of February 18, 2022Remaining availability as of February 18, 2022$440.0 $63.2 $296.6 $799.8 
Invested cash as of February 18, 2022Invested cash as of February 18, 2022$1.0 $— $0.9 $1.9 
In addition to the above, PNMR has $30.3 million of letters of credit outstanding under the JPMWFB LOC Facility. The above table excludes intercompany debt. As of February 22, 2019,18, 2022, PNM had no intercompany borrowings and TNMP had $45.5 million of intercompany borrowings from PNMR. PNMR Development had no intercompany borrowings from PNMR.PNMR and PNMR had $6.3 million in intercompany borrowing from PNMR Development. The remaining availability under the revolving credit facilities at any point in time varies based on a number of factors, including the timing of collections of accounts receivables and payments for construction and operating expenditures.
PNMR hashad an automatic shelf registration that provides for the issuance of various types of debt and equity securities that expiresexpired in March 2021. PNM has a shelf registration statement for up to $475.0$650.0 million of Senior Unsecured Notessenior unsecured notes that expires in May 2020.2023.
Off-Balance Sheet Arrangements
PNMR’sPNMR has no off-balance sheet arrangements include PNM’s operating leases for portionsthat have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of PVNGS Units 1 and 2. These arrangements help ensure PNM the availability of lower-cost generation neededoperations, liquidity, capital expenditures or capital resources that are material to serve customers.investors.
In 1985 and 1986, PNM consummated sale and leaseback transactions for its interest in PVNGS Units 1 and 2. The original purpose of the sale-leaseback financing was to lower revenue requirements and to levelize the ratemaking impact of PVNGS being placed in-service. The lease payments reflected lower capital costs as the equity investors were able to capitalize

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the investment with greater leverage than PNM and because the sale transferred tax benefits that PNM could not fully utilize. Under traditional ratemaking, the capital costs of ownership of a major rate base addition, such as a nuclear plant, are front-end loaded with higher revenue requirements in the initial years that decline over the life of the plant as depreciation occurs. By contrast, the revenue requirements for lease payments are level over the lease term. The leases, which were scheduled to expire in 2015 and 2016, contained options to renew the leases at a fixed price or to purchase the property for fair market value.
As discussed in Note 8, PNM and the lessors under each of the PVNGS Unit 1 leases entered into amendments to those leases that extended the leases through January 15, 2023 from their original expiration on January 15, 2015. In addition, PNM entered into an amendment with the lessor under one of the PVNGS Unit 2 leases that extended that lease through January 15, 2024 from its original expiration on January 15, 2016. PNM entered into agreements with the lessors under the other three PVNGS Unit 2 leases under which PNM exercised its option to purchase the assets underlying the leases at the agreed to fair market values aggregating $163.3 million at the expiration of the leases on January 15, 2016. The semiannual payments during the renewal period aggregate $8.3 million under the renewed PVNGS Unit 1 leases and $0.8 million for the one renewed PVNGS Unit 2 lease. PNM has the option to purchase or return the extended leases at the end of their current lease terms and must provide notice under each of the PVNGS Unit 1 leases by January 2020 and for the remaining PVNGS Unit 2 lease by January 2021. See Sources of Power in Part I, Item 1 and Note 8 for additional information.
The future lease payments for the PVNGS leases are shown below.
 
PVNGS
Units 1&2
 (In thousands)
2019$18,131
202018,131
202118,131
202218,131
20239,884
Thereafter818
Total$83,226
Commitments and Contractual Obligations
The following table sets forth PNMR’s long-term contractual obligations as of December 31, 2018. See Note 8 for further details about the Company’s significant leases.
  Payments Due
Contractual Obligations 2019 2020-2021 2022-2023 2024 and Thereafter Total
  (In thousands)
Long-term debt (a)
 $372,302
 $881,345
 $112,000
 $1,300,698
 $2,666,345
Interest on long-term debt (b)
 97,566
 162,545
 121,488
 634,641
 1,016,240
Operating leases (c)
 27,544
 51,430
 42,157
 42,109
 163,240
Transmission service arrangements 8,011
 15,665
 10,460
 7,358
 41,494
Coal contracts (d)
 116,537
 223,377
 119,176
 303,166
 762,256
Coal mine decommissioning (e) (f)
 13,303
 32,184
 39,198
 58,198
 142,883
Nuclear decommissioning funding requirements (f)
 2,637
 5,274
 5,274
 7,771
 20,956
SJGS decommissioning funding requirements 
 
 14,670
 
 14,670
Outsourcing 5,848
 6,089
 5,247
 
 17,184
Pension and retiree medical (g)
 1,768
 3,068
 2,885
 
 7,721
Equity contributions to NMRD(h)
 29,647
 33,769
 
 
 63,416
Construction expenditures (i)
 605,340
 1,145,062
 958,302
 
 2,708,704
Total (j)
 $1,280,503
 $2,559,808
 $1,430,857
 $2,353,941
 $7,625,109

(a)
Represents total long-term debt, excluding unamortized discounts, premiums, and issuance costs (Note 7)
(b)
Represents interest payments during the period

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(c)
The operating lease amounts exclude expected future payments of $18.5 million that could be avoided if the leases were returned and the lessor is able to recover the estimated market value of the equipment from third parties and include payments under the PVNGS leases through their expiration dates; see Off-Balance Sheet Arrangements above, Note 8, and Note 10
(d)
Represents certain minimum payments that may be required under the coal contracts in effect on December 31, 2018 if no deliveries are taken for SJGS and Four Corners and other minimum payments due for Four Corners
(e)
Includes funding of trusts for post-term reclamation related to the mines serving SJGS and Four Corners (Note 16)
(f)
These obligations represent funding based on the current rate of return on investments
(g)
The Company only forecasts funding for its pension and retiree medical plans for the next five years
(h)
Represents commitments to fund NMRD for its contractual construction obligations
(i)
Represents forecasted construction expenditures, including nuclear fuel, under which substantial commitments have been made; the Company only forecasts capital expenditures for the next five years; see Capital Requirements above and Note 14
(j)
PNMR is unable to reasonably estimate the timing of liability for uncertain income tax positions (Note 18) in individual years due to uncertainties in the timing of the effective settlement of tax positions and, therefore, PNMR’s liability of $10.2 million is not reflected in this table; amounts PNM is obligated to pay Valencia are not included above since Valencia is consolidated by PNM in accordance with GAAP, as discussed in Note 10; no amounts are included above for the New Mexico Wind, Lightning Dock Geothermal, Red Mesa Wind, and Casa Mesa Wind PPAs, and the Tri-State hazard sharing agreement since there are no minimum payments required under those agreements

Contingent Provisions of Certain Obligations
PNMR, PNM, and TNMP have a number of debt obligations and other contractual commitments that contain contingent provisions. Some of these, if triggered, could affect the liquidity of the Company. In the unlikely event that the contingent requirements were to be triggered, PNMR, PNM, or TNMP could be required to provide security, immediately pay outstanding obligations, or be prevented from drawing on unused capacity under certain credit agreements. The most significant consequences resulting from these contingent requirements are detailed in the discussion below.
The PNMR Revolving Credit Facility, PNM Revolving Credit Facility, PNM 2017 New Mexico Credit Facility, and the TNMP Revolving Credit Facility contain “ratings triggers,” for pricing purposes only. If PNMR, PNM, or TNMP is downgraded or upgraded by the ratings agencies, the result would be an increase or decrease in interest cost. Prior to July 2018, these facilities, as well as the Company’s other term loans, each contained a covenant requiring the maintenance of debt-to-capitalization ratio of less than or equal to 65%. In July 2018, PNMR’s facilities were amended suchrequire that PNMR is now required to maintain a debt-to-capitalization ratio of less than or equal to 70%. The debt-to-capitalization ratio requirement remains at less than or equal to 65% for the PNM and TNMP facilities. If these ratios were exceeded, the entity
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could be required to repay all borrowings under its facility, be prevented from borrowing on the unused capacity under the facility and be required to provide collateral for all outstanding letters of credit issued under the facility.
If a contingent requirement were to be triggered under the PNM facilities resulting in an acceleration of the repayment of outstanding loans, a cross-default provision in the PVNGS leases could occur if the accelerated amount is not paid. If a cross-default provision is triggered, the PVNGS lessors have the ability to accelerate their rights under the leases, including acceleration of all future lease payments. The Company’s revolving credit facilities and term loan agreements also include cross-default provisions (Note 8)7).
PNM’s standard purchase agreement for the procurement of natural gas for its fuel needs contains a contingent requirement that could require PNM to provide collateral for its gas purchase obligations if the seller were to reasonably believe that PNM was unable to fulfill its payment obligations under the agreement.
The master agreement for the sale of electricity in the WSPP contains a contingent requirement that could require PNM to provide collateral if the credit ratings on its debt falls below investment grade. The WSPP agreement also contains a contingent requirement, commonly called a material“material adverse changechange” provision, which could require PNM to provide collateral if a material adverse change in its financial condition or operations were to occur. Additionally, PNM utilizes standard derivative contracts to financially hedge and trade energy. These agreements contain contingent requirements that require PNM to provide security if the credit rating on its debt falls below investment grade. The Company believes its financing arrangements are sufficient to meet the requirements of the contingent provisions.

No conditions have occurred that would result in any of the above contingent provisions being implemented.


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Capital Structure
The capitalization tables below include the current maturities of long-term debt, but do not include short-term debt and do not include operating lease obligations as debt.
 December 31,
PNMR20212020
PNMR common equity36.9 %38.3 %
Preferred stock of subsidiary0.2 0.2 
Long-term debt62.9 61.5 
Total capitalization100.0 %100.0 %
PNM 
PNM common equity50.9 %51.4 %
Preferred stock0.3 0.3 
Long-term debt48.8 48.3 
Total capitalization100.0 %100.0 %
TNMP
Common equity50.6 %49.2 %
Long-term debt49.4 50.8 
Total capitalization100.0 %100.0 %
 December 31,
PNMR2018 2017
PNMR common equity38.6% 40.9%
Preferred stock of subsidiary0.3
 0.3
Long-term debt61.1
 58.8
Total capitalization100.0% 100.0%
PNM   
PNM common equity45.6% 46.0%
Preferred stock0.4
 0.4
Long-term debt54.0
 53.6
Total capitalization100.0% 100.0%
TNMP   
Common equity53.9% 56.9%
Long-term debt46.1
 43.1
Total capitalization100.0% 100.0%


OTHER ISSUES FACING THE COMPANY
Climate Change Issues


Background

For the past several years, management has identified multiple risks and opportunities related to climate change, including potential environmental regulation, technological innovation, and availability of fuel and water for operations, as among the most significant risks facing the Company. Accordingly, these risks are overseen by the full Board in order to facilitate more integrated risk and strategy oversight and planning. Board oversight includes understanding the various challenges and opportunities presented by these risks, including the financial consequences that might result from enacted and potential federal and/or state regulation of GHG; plans to mitigate thethese risks; and the impacts these risks may have on the Company’s strategy. In addition, the Board approves certain PNM investments inprocurements of environmental equipment, and grid modernization technologies.technologies, and replacement resources.


Management is also responsible for assessing significant risks, developing and executing appropriate responses, and reporting to the Board on the status of risk activities. For example, management periodically updates the Board on the implementation of the corporate environmental policy, and the Company’s environmental management systems, including the promotion of energy efficiency programs, and the use of renewable resources.  The Board is also advisedinformed of the Company’s practices and procedures to assess the impacts of operations on the environment. The Board considers issues associated with climate change, the Company’s GHG exposures, and the financial consequences that might result from enacted and potential federal and/or state regulation of GHG. Management has published, with Board oversight, a Climate Change Report available
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at http://www.pnmresources.com/about-us/sustainability-portal.aspx,, that details PNM’sthe Company’s efforts to transition to a coal-free generation portfolio.an emissions-free generating portfolio by 2040.


As part of management’s continuing effort to monitor climate-related risks and assess opportunities, the Company is evaluating different transparency frameworks, includinghas advanced its understanding of climate change by participating in the framework created“2 Degree Scenario” planning by participating in the Electric Power Research Institute (“EPRI”) Understanding Climate Scenarios & Goal Setting Activities program. The program focused on characterizing and analyzing the relationship of individual electric utility company’s carbon emissions and global temperature goals. Activities include analyzing the scientific understanding of global emissions pathways that are consistent with limiting global warming and providing insight to assist companies in developing approaches to climate scenario planning. As PNM expands its sustainability efforts, EPRI’s program has also been useful in gaining a better understanding of the Task Force on Climate-relatedClimate-Related Financial Disclosures and a framework created by Edison Electric Institute. The Company is also participating in an Electric Power Research Institute projectDisclosures’ (“TCFD”) recommendations for sustainability reporting. On November 19, 2019, TCFD announced the formation of the TCFD Advisory Group on Climate-Related Guidance. EPRI was invited to participate as one of seven members of the group that is evaluating potential climate change policyprovides guidance on implementing scenario analysis at the utility company level and GHG goal setting.to assist in understanding how climate-related issues affect business strategies.


Changes in the climate are generally not expected to have material consequences to the Company in the near-term. The Company cannot anticipate or predict the potential long-term effects of climate change or climate change related regulation on its assets and operations.results of operations, financial position, or cash flows.


Greenhouse Gas Emissions Exposures


In 2018,2020, GHG associated with PNM’s interests in its fossil-fueled generating plants included approximately 5.15.4 million metric tons of CO2, which comprises the vast majority of PNM’s GHG.


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As of December 31, 2018,2021, approximately 66%56% of PNM’s generating capacity, including resources owned, leased, and under PPAs, all of which is located within the United States,U.S., consisted of coal or gas-fired generation that produces GHG. This reflects the retirement of SJGS Units 2 and 3 that occurred in December 2017 and the restructuring of ownership in SJGS Unit 4. These events reduced PNM’s entitlement in SJGS from 783 MW to 562 MW and caused the Company’s output of GHG to decrease when compared to 2017. Many factors affect the amount of GHG emitted, including total electricity sales, plant performance, economic dispatch, and the availability of renewable resources. For example, between 2007 and 2018, productionwind generation performance from PNM’s largest single renewable energy resource, New Mexico Wind, has varied fromvaries each year as a highresult of 580 GWh in 2011 to a low of 405 GWh in 2014. Variations are primarily due to how muchhighly seasonal wind patterns and how often theannual wind blows. In addition,resource variability. Similarly, if PVNGS experienced prolonged outages or if PNM’s entitlement from PVNGS were reduced, PNM might be required to utilize other power supply resources such as gas-fired generation, which could increase GHG.


PNM has several programs underway to reduce or offset GHG from its generation resource portfolio, thereby reducing its exposure to climate change regulation. See Note 17. As described in Note 16, PNM received approval for the December 31, 2017 shutdown of SJGS Units 2 and 3 as part of its strategy to address the regional haze requirements of the CAA. The shutdown of SJGS Units 2 and 3 resulted in a reduction of GHG for the entire station of approximately 54%, for 2018, reflecting a reduction of 41%32% of GHG from the Company’s owned interests in SJGS, below 2005 levels. On December 31, 2018,In 2020, PNM submittedreceived authorization for a compliance filing notifyingJune 2022 abandonment of SJGS Units 1 and 4. In addition, PNM has filed the Four Corners Abandonment Application with the NMPRC that, consistent with the conclusions reached in the 2017 IRP, PNM’s customers would benefit from the retirement of SJGS in 2022. In addition, as discussed in Note 17, PNM’s 2017 IRP also indicates exitingfor approval to sell its ownership interest in Four Corners in 2031 would provide long-term cost savings to its customers. If approved by the end of 2024. On December 15, 2021, the NMPRC retiringrejected the hearing examiner’s recommendations and issued an Order denying the requested abandonment and financing related to the Four Corners Abandonment application. On December 22, 2021, PNM filed a Notice of Appeal with the NM Supreme Court and on January 21, 2022, PNM filed its Statement of Issues regarding the appeal. See additional discussion of the SJGS and Four Corners Abandonment in Note 17. Retiring PNM’s share of SJGS and exiting participation in Four Corners would further reduce PNM’s GHG.GHG as those two coal-fired stations represent approximately 86% of PNM’s 2020 GHG emissions from generation.

As of December 31, 2021, PNM owns utility-scale solar generation in commercial operation with a total generation capacity of 107 MW. Since 2003, PNM has purchased the entire output of New Mexico Wind, which has an aggregate capacity of 204 MW, and, since January 2015, has purchased the full output of Red Mesa Wind, which has an aggregate capacity of 102 MW. PNM has a 20-year PPA for the output of Lightning Dock Geothermal, which began providingowned or procured power to PNM in January 2014. The current capacity of the geothermal facility is 15 MW. On November 15, 2017 the NMPRC approved PNM’s 2018 renewable energy procurement plan. As a result, PNM will acquire an additional 80 GWh in 2019 and 105 GWh in 2020under PPAs from a re-powering of New Mexico Wind; an additional 55 GWh in 2019 and 77 GWh in 2020 from a re-powering of Lightning Dock Geothermal; and PNM will construct 50 MW of new solar facilities in 2018 and 2019. Additionally, PNM began purchasing renewable energy from 30 MW of solar-PV facilities owned by NMRD in 2018 and, subject to FERC approval, will purchase an additional 100957 MW of capacity from renewable generation resources. This is comprised of 158 MW of PNM owned solar as well as wind, solar-PV, and geothermal facilities aggregating to 658 MW, 130 MW, and 11 MW. These agreements currently have expiration dates beginning in January 2035 and extending through June 2045. The NMPRC has approved PNM’s request to enter into additional PPAs for renewable energy for an additional 1,440 MW of energy from solar-PV facilities combined with 640 MW of battery storage agreements with an anticipated 100 MW expected to be ownedcome online in 2022. The entire portfolio of replacement resources approved by NMRDthe NMPRC in 2019PNM’s SJGS Abandonment Application includes replacement of SJGS capacity with the procurement of 650 MW of solar PPAs combined with 300 MW of battery storage agreements and 2020the PVNGS Leased Interest Abandonment Application for solar PPAs of 450 MW combined with 290 MW of battery storage agreements. In addition, the NMPRC issued an order that will allow PNM to supply power toservice a data center being constructed in PNM’s service territory (Note 16). In December 2018, PNM began purchasingfor an additional 190 MW of solar PPA combined with 50 MW of battery storage and a 50 MW solar PPA expected to be operational in 2023. Approval of these renewable energy from Casa Mesa Wind, which is also being usedand battery resources should further reduce any exposure to support the data centerGHG emissions risk. These estimates are subject to change due to underlying variables, including changes in PNM’s service territory. PNM's generation portfolio, supplier's ability to meet contractual in-service dates and complex relationships between several factors. See additional discussion of these resources in Notes 16 and 17.

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PNM also has a customer distributed solar generation program that represented 100.6201.2 MW at December 31, 2018.2021. PNM’s distributed solar programs will reducegenerate an estimated 402.4 GWh of emission-free solar energy available this year to offset PNM’s annual production from fossil-fueled electricity generation by about 201.2 GWh.generation. PNM has offered its customers a comprehensive portfolio of energy efficiency and load management programs since 2007, with a budget of $23.6 million for the 2018 program year.2007. PNM’s cumulative annual savings from these programs werewas approximately 6535,924 GWh of electricity in 2018.through 2021. Over the next 20 years, PNM projects energy efficiency and load management programs will provide the equivalent of approximately 7,7009,500 GWh of electricity savings, which will avoid at least 4.21.0 million metric tons of CO2 based upon projected emissions from PNM’s system-wide resources. These estimates are subject to change because of the uncertainty of many of the underlying variables, including changes in PNM’s generation portfolio, demand for electricity, energy efficiency, and complex relationships between those variables.


Because of PNM’s dependence on fossil-fueled generation, legislation or regulation that imposes a limit or cost on GHG could impact the cost at which electricity is produced. While PNM expects to recover any such costs through rates, the timing and outcome of proceedings for cost recovery are uncertain. In addition, to the extent that any additional costs are recovered through rates, customers may reduce their usage, relocate facilities to other areas with lower energy costs, or take other actions that ultimately could adversely impact PNM.


Other Climate Change Risks


PNM’s generating stations are located in the arid southwest. Access to water for cooling for some of these facilities is critical to continued operations. Forecasts for the impacts of climate change on water supply in the southwest range from reduced precipitation to changes in the timing of precipitation. In either case, PNM’s generating facilities requiring water for cooling will need to mitigate the impacts of climate change through adaptive measures. Current measures employed by PNM generating stations such as air cooling, use of grey water, improved reservoir operations, and shortage sharing arrangements with other water users will continue to be important to sustain operations.


PNM’s service areas occasionally experience periodic high winds forest fires, and severe thunderstorms. TNMP has operations in the Gulf Coast area of Texas, which experiences periodic hurricanes and other extreme weather conditions. In addition to potentially causing physical damage to Company-owned facilities, which disrupts the ability to transmit and/or distribute energy,

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weather and other events of nature can temporarily reduce customers’ usage and demand for energy. DuringIn addition, other events influenced by climate change, such as wildfires, could disrupt Company operations or result in third-party claims against the third quarter of 2017, Hurricane Harvey had significant impacts on the Gulf Coast region, including certain areas serviced by TNMP.Company. PNM has enhanced its wildfire prevention efforts and maintains a wildfire mitigation plan.


EPA Regulation


In April 2007, the US Supreme Court held that EPA has the authority to regulate GHG under the CAA.  This decision heightened the importance of this issue for the energy industry.  In December 2009, EPA released its endangerment finding for GHG from new motor vehicles, stating that the atmospheric concentrations of six key greenhouse gases (CO2, methane, nitrous oxides, hydrofluorocarbons, perfluorocarbons, and sulfur hexafluoride) endanger the public health and welfare of current and future generations. In May 2010, EPA released the final PSDPrevention of Significant Deterioration (“PSD”) and Title V Greenhouse Gas Tailoring Rule to address GHG from stationary sources under the CAA permitting programs. The purpose of the rule was to “tailor” the applicability of two programs, the PSD construction permit and Title V operating permit programs, to avoid impacting millions of small GHG emitters. On June 23, 2014, the US Supreme Court found EPA lacked authority to “tailor” the CAA’s unambiguous numerical thresholds of 100 or 250 tons per year, and thus held EPA may not require a source to obtain a PSD permit solely on the basis of its potential GHG. However, the court upheld EPA’s authority to apply the PSD program for GHGsGHG to “anyway” sources - those sources that haveare required to comply with the PSD program for other non-GHG pollutants.


On June 25, 2013, then President Obama announced his Climate Action Plan, which outlined how his administration planned to cut GHG in the United States,U.S., prepare the country for the impacts of climate change, and lead international efforts to combat and prepare for global warming. The plan proposed actions that would lead to the reduction of GHG by 17% below 2005 levels by 2020.


On August 3, 2015, EPA responded to the Climate Action Plan by issuing three separate but related actions, which were published in October 2015: (1) the final Carbon Pollution Standards for new, modified, and reconstructed power plants (under Section 111(b)); and (2) the final Clean Power Plan for existing power plants (under Section 111(d)); and (3) a proposed federal plan associated with the final Clean Power Plan..


EPA’s Carbon Pollution Standards for new sources (those constructed after January 8, 2014) established separate standards for gas-gas and coal-fired units. The standards reflect the degree of emission limitationunits deemed achievable through the application of what EPA determined to be the BSER demonstrated for each type of unit. For newly constructed and reconstructed base load natural gas-fired stationary combustion turbines, EPA finalized a standard based onunit efficient natural gas combined cycle technology. The final standardstechnology for coal-fired power plants vary depending on whether the unit is new, modified, or reconstructed, but the new unit standards were based on EPA’s determination that the BSER for newgas units, wasand partial carbon recapturecapture and sequestration.

sequestration for coal units. The final Clean Power Plan established numeric “emission standards” for existing electric generating units – one for “fossil-steam” units (coal- and oil-fired units) and one for natural gas-fired units (combined cycle only). The emission standards are based on emission reduction opportunities that EPA deemed achievable using technical assumptions for three “building blocks”: efficiency improvements at coal-fired EGUs, displacement of affected EGUs with renewable energy, and displacement of coal-fired generation with natural gas-fired generation.


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Multiple states, utilities, and trade groups filed petitions for review in the DC Circuit to challenge both the Carbon Pollution Standards for new sources and the Clean Power Plan for existing sources. Numerous parties also simultaneously filed motions to staysources in separate cases, and the Clean Power Plan during the litigation. The DC Circuit refused to stay the rule, but 29 states and state agencieschallenges successfully petitioned the US Supreme Court for a stay which was granted on February 9, 2016. As a result, the Clean Power Plan is not in effect and neither states nor sources are obliged to comply with its requirements. With the US Supreme Court stay in place, the DC Circuit heard oral arguments on the merits of the Clean Power Plan on September 27, 2016 in front of a 10-judge en banc panel.Plan. However, before the DC Circuit could issue an opinion regarding either the Carbon Pollution Standards or the Clean Power Plan, President Trump took office and his administration asked the court to hold the caseboth cases in abeyance while the rule isrules were re-evaluated, which the court granted.


On March 28, 2017, President TrumpJune 19, 2019, EPA repealed the Clean Power Plan, promulgated the ACE Rule, and revised the implementing regulations for all emission guidelines issued under CAA Section 111(d). EPA set the BSER for existing coal-fired power plants as heat rate efficiency improvements based on a range of “candidate technologies” to be applied inside the fence-line of an individual facility. The ACE Rule was also challenged and, on January 19, 2021, the DC Circuit issued an Executive Order titled “Promoting Energy Independenceopinion in American Lung Association and Economic Growth.” Among its goals are to “promote clean and safe developmentAmerican Public Health Association v. EPA, et al. finding that EPA misinterpreted the CAA when it determined that the language of our Nation’s vast energy resources, whilesection 111 unambiguously barred consideration of emissions reductions options that were not applied at the same time avoiding regulatory burdens that unnecessarily encumber energy production, constrain economic growth,source. As a result, the court vacated the ACE Rule and prevent job creation.” The order rescinds several key piecesremanded the record to EPA for further consideration consistent with the court’s opinion. While the D.C. Circuit rejected the ACE Rule, it did not reinstate the Clean Power Plan. EPA filed a motion seeking a partial stay of the Obama Administration’s climate agenda, includingmandate as to the Climate Actionrepeal of the Clean Power Plan, to ensure the court’s order will not render effective the now out-of-date Clean Power Plan. On February 22, 2021, the DC Circuit granted EPA’s motion, indicating that it would withhold issuance of the mandate with respect to the repeal of the Clean Power Plan until EPA responds to the court’s remand in a new rulemaking action. EPA has indicated it is developing a proposed rule under CAA Section 111(d) to establish guidelines for CO2 emissions from existing EGUs. EPA expects to publish the draft rule in the summer of 2022. On October 29, 2021, the US Supreme Court granted four petitions for certiorari seeking review of the DC Circuit’s decision vacating the ACE Rule and the Final Guidancerepeal of the Clean Power Plan. Oral arguments in the US Supreme Court were held on ConsiderationFebruary 28, 2022. A decision is expected in June 2022. The US Supreme Court’s decision will rule on the extent of Climate Change in NEPA Reviews. It directs agenciesEPA’s authority under CAA Section 111(d) to review and suspend, revise or rescind any regulations or agency actions that potentially burden the development or use of domestically produced energy resources.regulate GHGs from existing fossil-fueled EGUs.


Most notably, the order directs EPA to immediately review and, if appropriate and consistent with law, suspend, revise, or rescind (1)The litigation over the Carbon Pollution Standards for new, reconstructed or modified electric utilities, (2)remains held in abeyance, but could be reactivated by the Clean Power Plan, (3)parties upon a determination by the

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Proposed Clean Power Plan Model Trading Rules, and (4) the Legal Memorandum supporting the Clean Power Plan. In response, the EPA signed a NOPR to repeal the Clean Power Plan on October 10, 2017. The notice proposes a legal interpretation concluding court that the Clean Power Plan exceeds EPA’s statutory authority. EPA accepted commentsBiden Administration is unlikely to finalize the revisions proposed in 2018 and that reconsideration of the rule has concluded.

On January 20, 2021, President Biden signed an executive order “Protecting Public Health and the Environment and Restoring Science to Tackle the Climate Crisis,” which instructs agency heads to review all Trump Administration actions for inconsistency with the Biden Administration’s policy “to listen to the science; to improve public health and protect our environment; to ensure access to clean air and water; to limit exposure to dangerous chemicals and pesticides; to hold polluters accountable, including those who disproportionately harm communities of color and low-income communities; to reduce greenhouse gas emissions; to bolster resilience to the impacts of climate change; to restore and expand our national treasures and monuments; and to prioritize both environmental justice and the creation of the well-paying union jobs necessary to deliver on these goals.” Agency heads were directed to consider suspending, revising or rescinding any action that proposed interpretation through April 26, 2018. Any final rule will likelyis inconsistent with the stated policy. Within 30 days of the executive order, agency heads submitted to OMB a preliminary list of those actions being considered for suspension, revision or rescission that would be completed by December 31, 2021, and would be subject to judicialOMB review. On December 18, 2017, EPA releasedWithin 90 days of the executive order, agency heads submitted to OMB an advanced NOPR addressing GHG guidelines for existing electric utility generating units. Comments were due by February 26, 2018. On August 31, 2018, EPA published a proposed rule, which is informally known as the Affordable Clean Energy rule, to replace the Clean Power Plan. The proposed Affordable Clean Energy rule, among other things, would establish guidelines that replace the “outside-the-fenceline” control measures and specific numerical emission rates for existing EGUs with aupdated list of “candidate technologies” for heat rate improvement measuressuch actions that EPA has identified as BSER. States would determine which of the candidate technologies to apply to each coal-fired unit and establish standards of performance based on the degree of emission reduction achievable once BSER is applied. States will have three years from when the rule is finalized to submit a plan to EPA and EPA will have one year to determine if each proposed plan is acceptable. If states do not submit a plan, or if their submitted plan is not acceptable, EPA will have two years to develop a federal plan.be completed by December 31, 2025. EPA is also proposing revisionsreconsidering the ACE Rule pursuant to NSR program that would provide coal-fired power plants more latitude to make efficiency improvements consistent with BSER without triggering NSR permit requirements. Comments on the proposed Affordable Clean Energy rule were due to EPA by October 31, 2018.this executive order.


On December 20, 2018, EPA published in the Federal Register a proposed rule that would revise the carbon pollution standards rule published in October 2015 for new, reconstructed, or modified coal-fired EGUs. The proposed rule would revise the standards for new coal-fired EGUs based on the revised BSER as the most efficient demonstrated steam cycle (e.g., supercritical steam conditions for large units and subcritical steam conditions for small units), instead of partial carbon recapture and sequestration, which results in less stringent CO2 emission performance standards for new units. EPA has also proposed revisions to the standards for reconstructed and modified fossil-fueled power plants to align with the proposed standards for new units. EPA is not proposing any changes nor reopening the standards of performance for newly constructed or reconstructed stationary combustion turbines. Comments on the proposal are due on March 18, 2019.

PNM is unable to predict the impact to the Company of these proposed rulemakings. If a future regulation limiting or otherwise reducing GHG from fossil-fueled EGUs is adopted, such regulations could impact PNM’s existing and future fossil-fueled EGUs. The current Carbon Pollution Standards could also impact PNM’s generation fleet to the extent any EGUs qualify as new, reconstructed, or modified, although that rule remains under review by EPA and the DC Circuit.

Federal Legislation


ProspectsPresident Biden has indicated that climate change is a top priority for enactment in Congresshis administration. A number of legislation imposing a new or enhanced regulatory programlegislative proposals to address climate change are highly unlikelyalready being considered in 2019.  Although the new democratic leadership in theDemocratic-led U.S. House of Representatives, but the thin majority held by the Democrats in the Senate may soon beginmake enactment of new laws to reconsider proposals for legislation aimed at addressingaddress climate change such legislation is unlikelydifficult. On April 22, 2021, at the Earth Day Summit, as part of the U.S.’s re-entry into the Paris Agreement, President Biden unveiled the goal to passcut U.S. emissions by 50% - 52% from 2005 levels by 2030, nearly double the republican controlled U.S. Senate or be signedGHG emissions reduction target set by the President.Obama Administration. The 2030 goal joins President Biden’s other climate goals which include a carbon pollution-free power sector by 2035 and a net-zero emissions economy by no later than 2050.


State and Regional Activity


Pursuant to New Mexico law, each utility must submit an IRP to the NMPRC every three years to evaluate renewable energy, energy efficiency, load management, distributed generation, and conventional supply-side resources on a consistent and comparable basis.  The IRP is required to take into consideration risk and uncertainty of fuel supply, price volatility, and costs of anticipated environmental regulations when evaluating resource options to meet supply needs of the utility’s customers.  The NMPRC requires that New Mexico utilities factor a standardized cost of carbon emissions into their IRPs using prices ranging between $8 and $40 per metric ton of CO2 emitted and escalating these costs by 2.5% per year.  Under the NMPRC order, each utility must analyze these standardized prices as projected operating costs.  Reflecting the developingevolving nature of this issue, the NMPRC order states that these prices may be changed in the future to account for additional information or changed circumstances.  Although these prices may not reflect the costs that ultimately will be incurred, PNM is required to use these prices for purposes of its IRP.  In its 2017 IRP,2020 filing for Four Corners Abandonment, PNM analyzed resource portfolio plans for scenarios that assumed SJGSFour Corners will operate beyond the end of the current coal supply agreement that runs through June 30, 20222031 and for scenarios that assumed SJGSPNM will cease operations by exit Four Corners at
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the end of 2022 as discussed in Note 17.2024. The key findings of the 2017 IRPanalysis include that exiting SJGSFour Corners in 20222024 would provide long-term economic benefits to PNM’s customerscustomers. See Note 17.

The ETA was signed into New Mexico state law and became effective on June 14, 2019. The ETA, among other things, requires that PNM exiting its ownership interest in Four Corners in 2031 would also save customers money.investor-owned utilities obtain specified percentages of their energy from renewable and carbon-free resources. Prior to the enactment of the ETA, the REA established a mandatory RPS requiring utilities to acquire a renewable energy portfolio equal to 10% of retail electric sales by 2011, 15% by 2015, and 20% by 2020. The materials presented inETA amends the IRP process are available at www.pnm.com\irp.

On August 30, 2017, Western Resource Advocates provided the NMPRC with a presentation on a proposed rulemaking for the adoption of a clean energy standardREA and requires utilities operating in New Mexico to have renewable portfolios equal to 40% by 2025, 50% by 2030, 80% by 2040, and 100% zero-carbon energy by 2045. Under the ETA provisions, PNM will also be required to meet a suggestiongeneration emission standard of no more than 400 lbs. of CO2 per MWh beginning in 2023 and not more than 200 lbs. per MWh beginning in 2032. PNM takes this requirement into account in its resource planning, and it is expected that the standards will be met with the approved resource retirements and replacements. The ETA provides for a transition from coal-fired generating resources to carbon-free resources by allowing investor-owned utilities to issue securitized bonds, or “energy transition bonds,” related to the retirement of coal-fired generating facilities to qualified investors. Proceeds from the energy transition bonds must be used only for purposes related to providing utility service to customers and to pay “energy transition costs” (as defined by the ETA). These costs may include coal mine reclamation, plant decommissioning, and other costs that have not yet been charged to customers or disallowed by the NMPRC or by a court order. Proceeds provided by energy transition bonds may also be used to pay for severances for employees of the retired coal-fired generating facility and related coal mine, as well as to pay for job training, education, and economic development. Energy transition bonds must be issued under a NMPRC financing order and are paid by a non-bypassable charge paid by all customers of the issuing utility. The ETA also amends sections of the REA to allow for the recovery of undepreciated investments and decommissioning costs related to qualifying EGUs that the NMPRC issue a NOPR. The NMAG’s office and Prosperity Works joined in the petition. The proposed clean energy standard, if adopted, would require utilities to reduce carbon emissions by four percent per year for the next 20 years. The NMPRC convened a series of workshops to develop a clean energy standard rule that couldhas required be proposed for a future rulemaking proceeding. The major topic areas discussed at the workshops

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have included:removed from retail jurisdictional and other legal issues; selection of the timeframe for the emissions baseline yearrates, provided replacement resources to be used, unspecified power, and electric vehicle credits; and cost responsibilities, benefits, reasonable cost threshold, impact onincluded in retail rates compliance issues, reliability impacts, and unintended consequences. Workshops were completed in 2018. PNM is unable to predict the outcome of any proposed rule that may result from this process.

On February 7, 2019, Senate Bill 489 was introduced in the 2019 New Mexico state legislative session. Senate Bill 489, which is commonly referred to as the Energy Transition Act bill, among other things, introduces legislation that would provide legal mechanisms for securitized financing of utilities’ undepreciated investments and other costs associated with retiring coal-fired generating facilities, would requirehave lower or zero-carbon emissions. The ETA requires the NMPRC to prioritize replacement resources in a manner intended to mitigate the economic impact to communities affected by these plant retirements,retirements. See additional discussion of the ETA in Note 16. PNM expects the ETA will have a significant impact on PNM’s future generation portfolio. In February 2020, the hearing examiners assigned to the SJGS abandonment and would increasefinancing proceedings issued recommended decisions recommending approval of PNM’s abandonment application and for the renewable energy portfolio and zero-carbon emissionsissuance of Securitized Bonds consistent with the requirements for utilities over a several year period. The Energy Transition Act and other legislation currently being considered byof the New Mexico state legislature, if enacted, would significantly influenceETA. On April 1, 2020, the NMPRC approved the hearing examiners’ recommendation to approve PNM’s effortsapplication to retire its remaining interestsshare of SJGS in 2022 and for the issuance of Securitized Bonds. PNM has also requested approval of energy transition bonds for the Four Corners Abandonment costs of that transition away from coal-fired generation. On December 15, 2021, the NMPRC denied approval of the Four Corners Abandonment Application and the corresponding request for issuance of securitized financing. On December 22, 2021, PNM filed a Notice of Appeal with the NM Supreme Court of the NMPRC decision to deny the application. PNM cannot predict the full impact of the ETA or the outcome of the NM Supreme Court decision with respect to the abandonment of Four Corners. See additional discussion of PNM’s SJGS and Four Corners and would have long-term implications on PNM’s future generating portfolio. PNM cannot predict if the Energy Transition Act bill will ultimately be enacted or if it will be enacted as currently proposed.Abandonment Applications in Note 17.


International Accords


The United Nations Framework Convention on Climate Change (“UNFCCC”) is an international environmental treaty that was negotiated at the 1992 United Nations Conference on Environment and Development (informally known as the Earth Summit) and entered into force in March 1994. The objective of the treaty is to “stabilize greenhouse gas concentrations in the atmosphere at a level that would prevent dangerous anthropogenic interference with the climate system.” Parties to the UNFCCC, including the United States,U.S., have been meeting annually in Conferences of the Parties (“COP”) to assess progress in meeting the objectives of the UNFCCC.


On December 12, 2015, the Paris Agreement was finalized during the 2015 COP. The aim of the Paris Agreement is to limit global temperature rise to two degrees Celsius above pre-industrial levels. The agreement, which was agreed to by more than 190 nations,approximately 200 parties, requires that countries submit Intended Nationally Determined Contributions (“INDCs”).INDCs. INDCs reflect national targets and actions that arise out of national policies and elements relating to oversight, guidance and coordination of actions to reduce emissions by all countries. In November 2014, then President Obama announced the United States’ commitment to reduce GHG, on an economy-wide basis, by 26%-28% from 2005 levels by the year 2025. The United StatesU.S. INDC iswas part of an overall effort by the former administration to have the United StatesU.S. achieve economy-wide reductions of around 80% by 2050. The former administration’s GHG reduction target for the electric utility industry iswas a key element of its INDC and iswas based on EPA’s final GHG regulations for new, existing, and modified and reconstructed sources. The United States is one of 190 nationssources at that offered INDCs.time. Thresholds for the number of countries necessary to ratify or accede to the Paris Agreement and total global GHG percentage were achieved on October 5, 2016 and the Paris Agreement entered into force on November 4, 2016. To date, 184 countries have ratified the Paris Agreement and 177 countries have submitted INDCs.  On June 1, 2017, President Trump announced that the United StatesU.S. would withdraw from the Paris Agreement. In his public statement, he indicated thatAs a result of the United States would “begin negotiations to reenter either the Paris Accord or a .... new transaction on terms that are fairPresident’s notice to the United States, its businesses, its workers, its people, its taxpayers.” The United States continues to holdNations, the position that it will withdrawU.S. officially withdrew from the Paris Agreement unless it can negotiate better terms. The earliest dateon November 4, 2020. On January 20, 2021, President Biden signed an instrument that will allow the United States could give formal notification of its withdrawal is November 4, 2020. Into rejoin the interim,Paris Agreement on Climate Change. The instrument was deposited with the United Nations on January 21, 2021, and the United States continuesofficially became a party to participate in international climate negotiations. It is uncertain if the United States will choose to pursue a transition to a low-carbon economy using a pathway that aligns with the Paris Agreement to keep global temperature rise to below two degrees Celsius (the “2 Degree Scenario”) above pre-industrial levels or in connection with other regulation or legislation. on February 19, 2021.

PNM has not conducted a 2 Degree Scenario analysis but is participating in the Electric Power Research Institute program, “Understanding Climate Change Scenarios and Goal-setting Activities”. PNM has also calculated GHG reductions that would result from implementation of the 2017 IRP scenarios that assume PNM would retirePNM’s scheduled retirement of its share of the SJGS in 2022 and would exit from Four Corners in 2031. Assuming necessary regulatory approvals are obtained for an early retirement of the SJGSeither 2024 or 2031 and for an exit from Four Corners, PNM has set goals for its electricity generationa goal to have a 100% emissions-free generating portfolio by 2040. While the Company has not conducted an independent 2 Degree Scenario analysis, our commitment to becoming 100% emissions-free by 2040 produces a carbon emissions reduction pathway that tracks within the ranges of climate scenario pathways that are consistent with limiting the global warming average to less than 2
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degrees Celsius. In addition, as an investor-owned utility operating in the state of New Mexico, PNM is required to comply with the recently enacted ETA, which requires utilities’ generating portfolio be 70% carbon free100% carbon-free by 20322045. The requirements of the ETA and to achieve GHG reduction of 87% in 2040 when compared to 2005 baseline levels.  This comparesthe Company’s goal compare favorably to the 26% - 28%U.S. NDC of 50% to 52% carbon emissions reduction by 2025 United States INDC2030 and the former administration’s effort to achieve an 80% reductionBiden Administration’s goal of net-zero carbon emissions economy-wide by 2050. As discussed in Note 16, retiringOn April 1, 2020, the NMPRC approved PNM’s application to retire its share of SJGS capacity and exitingin 2022. PNM filed for abandonment of Four Corners would require NMPRC approval of abandonment filings, which PNM would make at appropriate times in the future.on January 8, 2021. See Note 17.


PNM will continue to monitor the United States’ participation in the Paris Agreement and other parties’ involvement in these types of international accords, but the potential impact that such accords may have on the Company cannot be determined at this time.


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Assessment of Legislative/Regulatory Impacts


The Company has assessed, and continues to assess, the impacts of climate change legislation and regulation on its business.  This assessment is ongoing and future changes arising out of the legislative or regulatory process could impact the assessment significantly.  PNM’s assessment includes assumptions regarding specific GHG limits; the timing of implementation of these limits; the possibility of a market-based trading program, including the associated costs and the availability of emission credits or allowances; the development of emission reduction and/or renewable energy technologies; and provisions for cost containment. Moreover, the assessment assumes various market reactions such as the price of coal and gas and regional plant economics.  These assumptions are, at best, preliminary and speculative. However, based upon these assumptions, the enactment of climate change legislation or regulation could, among other things, result in significant compliance costs, including large capital expenditures by PNM, and could jeopardize the economic viability of certain generating facilities. See Note 16.  In turn, theseNotes 16 and 17.  While PNM currently expects the retirement of SJGS in 2022 will provide savings to customers, the ultimate consequences of climate change and environmental regulation could lead to increased costs to customers and affect results of operations, cash flows, and financial condition if the incurred costs are not fully recovered through regulated rates. Higher rates could also contribute to reduced usage of electricity.  PNM’s assessment process is evolving and is too preliminary and speculative at this time for a meaningful prediction of the long-term financial impact.


Transmission Issues


At any given time, FERC has various notices of inquiry and rulemaking dockets related to transmission issues pending. Such actions may lead to changes in FERC administrative rules or ratemaking policy but have no time frame in which action must be taken or a docket closed with no further action. Further, such notices and rulemaking dockets do not apply strictly to PNM but will have industry-wide effects in that they will apply to all FERC-regulated entities. PNM monitors and often submits comments taking a position in such notices and rulemaking dockets or may join in larger group responses. PNM often cannot determine the full impact of a proposed rule and policy change until the final determination is made by FERC and PNM is unable to predict the outcome of these matters.

On November 24, 2009, FERC issued Order 729 approving two Modeling, Data, and Analysis Reliability Standards (“Reliability Standards”) submitted by NERC – MOD-001-1 (Available Transmission System Capability) and MOD-029-1 (Rated System Path Methodology). Both MOD-001-1 and MOD-029-1 require a consistent approach, provided for in the Reliability Standards, to measuring the total transmission capability (“TTC”) of a transmission path. The TTC level established using the two Reliability Standards could result in a reduction in the available transmission capacity currently used by PNM to deliver generation resources necessary for its jurisdictional load and for fulfilling its obligations to third-party users of the PNM transmission system.

During the first quarter of 2011, at the request of PNM and other southwestern utilities, NERC advised all transmission owners and transmission service providers that the implementation of portions of the MOD-029 methodology for “Flow Limited” paths has been delayed until such time as a modification to the standard can be developed that will mitigate the technical concerns identified by the transmission owners and transmission service providers. PNM and other western utilities filed a Standards Action Request with NERC in the second quarter of 2012.

NERC initiated an informal development process to address directives in Order 729 to modify certain aspects of the MOD standards, including MOD-001 and MOD-029. The modifications to this standard would retire MOD-029 and require each transmission operator to determine and develop methodology for TTC values for MOD-001.

A final ballot for MOD-001-2 concluded on December 20, 2013 and received sufficient affirmative votes for approval. On February 10, 2014, NERC filed with FERC a petition for approval of MOD-001-2 and retirement of reliability standards MOD-001-1a, MOD-004-1, MOD-008-1, MOD-028-2, MOD-029-1a, and MOD-030-2. On June 19, 2014, FERC issued a NOPR to approve a new reliability standard. The MOD-001-2 standard will become effective on the first day of the calendar quarter that is 18 months after the date the standard is approved by FERC. MOD-001-2 will replace multiple existing reliability standards and will remove the risk of reduced TTC for PNM and other western utilities.


Financial Reform Legislation


The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Reform Act”), enacted in July 2010, includes provisions that will require certain over-the-counter derivatives, or swaps, to be centrally cleared and executed through an exchange or other approved trading facility. It also includes provisions related to swap transaction reporting and record keeping and may impose margin requirements on swaps that are not centrally cleared. The United StatesU.S. Commodity Futures Trading Commission (“CFTC”) has published final rules defining several key terms related to the act and has set compliance dates for various types of market participants. The Dodd-Frank Reform Act provides exemptions from certain requirements, including an exception to the mandatory clearing and swap facility execution requirements for commercial end-users that use swaps to hedge

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or mitigate commercial risk.  PNM has elected the end-user exception to the mandatory clearing requirement. PNM expects to be in compliance with the Dodd-Frank Reform Act and related rules within the time frames required by the CFTC. However, as a result of implementing and complying with the Dodd-Frank Reform Act and related rules, PNM’s swap activities could be subject to increased costs, including from higher margin requirements. The Trump Administration has indicated that the provisions of the Dodd-Frank Reform Act will be reviewed and certain regulations may be rolled back, but no formal action has been taken yet. At this time, PNM cannot predict the ultimate impact the Dodd-Frank Reform Act may have on PNM’s financial condition, results of operations, cash flows, or liquidity.


Other Matters

See Notes 16 and 17 for a discussion of commitments and contingencies and rate and regulatory matters. See Note 1 for a discussion of accounting pronouncements that have been issued, but are not yet effective and have not been adopted by the Company.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in accordance with GAAP requires management to apply accounting policies and to make estimates and judgments that best provide the framework to report the results of operations and financial position for PNMR, PNM, and TNMP. As a result, there exists the likelihood that materially different amounts would be reported under different conditions or using different assumptions. Management has identified the following accounting policies that it deems critical to the portrayal of the financial condition and results of operations and that involve significant subjectivity. The following discussion provides information on the processes utilized by management in making judgments and assumptions as they apply to its critical accounting policies.


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Regulatory Accounting

The Company is subject to the provisions of GAAP for rate-regulated enterprises and records assets and liabilities resulting from the effects of the ratemaking process, which would not be recorded under GAAP for non-regulated entities. Additional information concerning regulatory assets and liabilities is contained in Note 13.

The Company continually evaluates the probability that regulatory assets and liabilities will impact future rates and makes various assumptions in those analyses. The expectations of future rate impacts are generally based on orders issued by regulatory commissions or historical experience, as well as discussions with applicable regulatory authorities. If future recovery or refund ceases to be probable, the Company would be required to write-off the portion that is not recoverable or refundable in current period earnings.

The Company has made adjustments to regulatory assets and liabilities that affected its results of operations in the past due to changes in various factors and conditions impacting future cost recovery. Based on its current evaluation, the Company believes that future recovery of its regulatory assets is probable.


Impairments

Tangible long-lived assets are evaluated for impairment when events and circumstances indicate that the assets might be impaired in accordance with GAAP.impaired. These potential impairment indicators include management’s assessment of fluctuating market conditions as a result of planned and scheduled customer purchase commitments; future market penetration; changing environmental requirements; fluctuating market prices resulting from factors including changing fuel costs and other economic conditions; long-term weather patterns; and other market trends. The amount of impairment recognized, if any, is the difference between the fair value of the asset and the carrying value of the asset and would reduce both the asset and current period earnings. Variations in the assessment of potential impairment or in the assumptions used to calculate an impairment could result in different outcomes, which could lead to significant effects on the Consolidated Financial Statements. See Note 16.Notes 16 and 17.

Goodwill is evaluated for impairment at least annually, or more frequently if events and circumstances indicate that the goodwill might be impaired. GAAP allows impairmentImpairment testing tomay be performed based on either a qualitative analysis or quantitative analysis. Note 19 contains information on the impairment testing performed by the Company on goodwill. For 2018,2021, the Company utilized a quantitative analysis for PNM and a qualitative analysis for TNMP.both the PNM and TNMP reporting units. No impairments were indicated in the Company’s annual goodwill testing, which was performed as of April 1, 2018.2021. Since the annual evaluation, there have been no indications that the fair values of the reporting units with recorded goodwill have decreased below the carrying values. The annual testing was based on certain critical estimates and assumptions. Changes in the estimates or the use of different assumptions could affect the determination of fair value and the conclusion of impairment for each reporting unit.
Application of the quantitative impairment test requires judgment, including assignment of assets and liabilities to reporting units and the determination of the fair value of a reporting unit. A discounted cash flow methodology is primarily used by the Company to estimate the fair value of a reporting unit. This analysis requires significant judgments, including estimation of future

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cash flows, which is dependent on internal forecasts, estimation of long-term growth rates for the business, and determination of appropriate WACC for each reporting unit.
In determining the fair value of a reporting unit under the quantitative approach, the WACC is a significant factor. The Company considers many factors in selecting a WACC, including the market view of risk for each individual reporting unit, the appropriate capital structure based on that used in the ratemaking process, and the borrowing rate appropriate for a reporting unit. The Company considers available market-based information and may consult with third parties to help determine the WACC. The selection of a WACC is subjective and modifications to this rate could significantly increase or decrease the fair value of a reporting unit.
The other primary factor impacting the determination of the fair value of a reporting unit is the estimation of future cash flows. The Company considers budgets, long-term forecasts, historical trends, and expected growth rates in order to estimate future cash flows. Any forecast contains a degree of uncertainty and modifications to these cash flows could significantly increase or decrease the fair value of a reporting unit. For the PNM and TNMP reporting units, which are subject to rate-regulation, a fair recovery of and return on costs prudently incurred to serve customers is assumed. Should the regulators not allow recovery of certain costs or not allow these reporting units to earn a fair rate of return on invested capital, the fair value of the reporting units could decrease.
Application of the qualitative goodwill impairment test requires evaluating various events and circumstances to determine whether it is not more likely than not that the fair value of a reporting unit is less than its carrying amount. As a part of the Company’s goodwill qualitative testing process for a reporting unit, various factors that are specific to thethat reporting unit as well as industry and macroeconomic factors are evaluated in order to determine whether these factors are reasonably likely to have a material impact on the fair value of the reporting unit. Examples of the factors that were considered in the qualitative testing of the goodwill include the results of the most recent quantitative impairment test, current and long-term forecasted financial results, regulatory environment, credit rating, changes in the interest rate environment, and operating strategy for the reporting unit.

Based on the quantitative analysis performed for the PNM and the qualitative analysis for TNMP performedreporting units in 2018,2021, the Company concluded that there were no changes that were reasonably likely to cause the fair value of the reporting units to be less than their carrying value and determined that there was no impairment of goodwill. Although the Company believes all relevant factors were considered in the qualitative impairment analysis to reach the conclusion that goodwill is not impaired, significant changes in any one of the assumptions could produce a significantly different result potentially leading to the recording of an impairment that could have significant impacts on the results of operations and financial position of the Company.

Decommissioning and Reclamation Costs
In accordance with GAAP,
PNM is only required to recognize and measure decommissioning liabilities for tangible long-lived assets for which a legal obligation exists. Accounting for decommissioning costs for nuclear and fossil-fuel generation involves significant estimates related to costs to be incurred many years in the future after plant closure. Decommissioning costs are based on site-specific estimates, which are updated periodically and involve numerous judgments and assumptions, including estimates of future decommissioning costs at current price levels, inflation rates, and discount rates. Changes in these estimates could significantly impact PNMR’s and PNM’s financial position, results of operations, and cash flows. Nuclear decommissioning costs are based on estimates of the costs for removing all radioactive and other structures at PVNGS. AROs, including nuclear decommissioning costs, are discussed in Note 15. Nuclear decommissioning costs represent approximately 81%62% of PNM’s ARO liability. A 10% increase in the estimates of future decommissioning costs at current price levels would have increased the ARO liability by $16.4$10.0 million at December 31, 2018. PVNGS Units 1 and 2 are included in PNM’s retail rates while PVNGS Unit 3 was excluded through 2017, but is included beginning in 2018.2021. PNM recognizes an expense and a corresponding liability for ultimate decommissioning of PVNGS. See Note 17 for information concerning the treatment of nuclear decommissioning in the NMPRC’s order to address the recovery of decommissioning costs in PNM’s NM 2015 Rate Case and PNM’s appeala future proceeding.

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In connection with both the SJGS coal agreement and the Four Corners fuel agreement, the owners are required to reimburse the mining companies for the cost of contemporaneous reclamation, as well as the costs for final reclamation of the coal mines.  The reclamation costs are based on periodic site-specific studies that estimate the costs to be incurred in the future and are dependent upon numerous assumptions, including estimates of future reclamation costs at current price levels, inflation rates, and discount rates. A 10% increase in the estimates of future reclamation costs at current price levels would have increased the mine reclamation liability by $8.9$10.9 million at December 31, 2018.2021. PNM considers the contemporaneous reclamation costs part of the cost of its delivered coal costs.  The NMPRC has capped the amount that can be collected from ratepayers for final reclamation of the surface mines. If future estimates increase the liability for surface mine reclamation, the excess would be expensed at that time. See Note 16 for discussion of reclamation costs.



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Pension and Other Postretirement Benefits

The Company maintains qualified defined benefit pension plans, postretirement benefit plans providing medical and dental benefits, and executive retirement programs. The net periodic benefit cost or income and the calculation of the projected benefit obligations are recognized in the Company’s financial statements and depend on expected investment performance, the level of contributions made to the plans, and employee demographics. These calculations require the use of a number of actuarial assumptions and estimates. The most critical of the actuarial assumptions are the expected long-term rate of return, the discount rate, and projected health care cost trend rates. The Company reviews and evaluates its actuarial assumptions annually and adjusts them as necessary. Changes in the pension and OPEB assets and liabilities associated with these factors are not immediately recognized as net periodic benefit cost or income in results of operations, but are recognized in future years, generally, over the remaining life of the plan. However, these factors could have a significant impact on the financial position of the Company. Note 11 contains additional information about pension and OPEB obligations, including assumptions utilized in the calculations and impacts of changes in certain of those assumptions.

Accounting for Contingencies

The financial results of the Company may be affected by judgments and estimates related to loss contingencies. Contingencies related to litigation and claims, as well as environmental and regulatory matters, also require the use of significant judgment and estimation. The Company attempts to take into account all known factors regarding the future outcome of contingent events and records an accrual for any contingent loss events that are both probable of occurring and can be reasonably estimated based upon current available information. However, the actual outcomes can vary from any amounts accrued which could have a material effect on the results of operations and financial position of the Company. See Note 16 and Note 17.

Income Taxes


The Company’s income tax expense and related balance sheet amounts involve significant judgment and use of estimates. Amounts of deferred income tax assets and liabilities, current and noncurrent accruals, and determination of uncertain tax positions involve judgment and estimates related to timing and probability of the recognition of income and deductions by taxing authorities. In addition, some temporary differences are accorded flow-through treatment by the Company’s regulators and impact the Company’s effective tax rate. In assessing the likelihood of the realization of deferred tax assets, management considers the estimated amount and character of future taxable income. Significant changes in these judgments and estimates could have a material impact on the results of operations and financial position of the Company. Actual income taxes could vary from estimated amounts due to the future impacts of various items, including changes in income tax laws, the Company’s forecasted financial condition and results of operations in future periods, and the final review from taxing authorities. See Note 18 for additional information, including a discussion of the impacts of tax reform under the Tax Cuts and Jobs Act enacted on December 22, 2017.18.


MD&A FOR PNM
RESULTS OF OPERATIONS

PNM operates in only one reportable segment, as presented above in Results of Operations for PNMR.

MD&A FOR TNMP
RESULTS OF OPERATIONS

TNMP operates in only one reportable segment, as presented above in Results of Operations for PNMR.


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ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company manages the scope of its various forms of market risk through a comprehensive set of policies and procedures with oversight by senior level management through the RMC. The Board’s Finance Committee sets the risk limit parameters. The RMC has oversight over the risk control organization. The RMC is assigned responsibility for establishing and enforcing the policies, procedures, and limits and evaluating the risks inherent in proposed transactions on an enterprise-wide basis. The RMC’s responsibilities include:

Establishing policies regarding risk exposure levels and activities in each of the business segments
Approving the types of derivatives entered into for hedging
Reviewing and approving hedging risk activities
Establishing policies regarding counterparty exposure and limits
Authorizing and delegating transaction limits
Reviewing and approving controls and procedures for derivative activities
Reviewing and approving models and assumptions used to calculate mark-to-market and market risk exposure

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Proposing risk limits to the Board’s Finance Committee for its approval
Reporting to the Board’s Audit and Finance Committees on these activities

To the extent an open position exists, fluctuating commodity prices, interest rates, equity prices, and economic conditions can impact financial results and financial position, either favorably or unfavorably. As a result, the Company cannot predict with certainty the impact that its risk management decisions may have on its businesses, operating results, or financial position.

Commodity Risk

Information concerning accounting for derivatives and the risks associated with commodity contracts is set forth in Note 9, including a summary of the fair values of mark-to-market energy related derivative contracts included in the Consolidated Balance Sheets. During the years ended December 31, 20182021 and 2017,2020, the Company had no commodity derivative instruments designated as cash flow hedging instruments.


Commodity contracts other than those that do not meet the definition of a derivative, under GAAP, are recorded at fair value on the Consolidated Balance Sheets. The following table detailsDuring the changes inyears ended December 31, 2021 and 2020, the effects of mark-to-market commodity derivative instruments had no impact to PNM's net asset or liability balance sheet position for mark-to-market energy transactions.
 Year Ended December 31,
 2018 2017
Economic Hedges(In thousands)
Sources of fair value gain (loss):   
Net fair value at beginning of period$(94) $2,885
Amount realized on contracts delivered during period102
 (2,640)
Changes in fair value(102) (235)
Net mark-to-market change recorded in earnings
 (2,875)
Net change recorded as regulatory liability
 (104)
Net fair value at end of period$(94) $(94)

earnings and $1.6 million and zero of fair value losses have been recorded as a regulatory asset. All of the fair values as of December 31, 20182021 were determined based on prices provided by external sources other than actively quoted market prices. All of theThe net mark-to-market amounts will settle in 2019.by the end of 2022.


PNM is exposed to changes in the market prices of electricity and natural gas for the positions in its wholesale portfolio not covered by the FPPAC. The Company manages risks associated with these market fluctuations by utilizing various commodity instruments that may qualify as derivatives, including futures, forwards, options, and swaps. PNM uses such instruments to hedge its exposure to changes in the market prices of electricity and natural gas. PNM also uses such instruments under an NMPRC approved hedging plan to manage fuel and purchased power costs related to customers covered by its FPPAC.


Prior to 2018,Unusually cold weather in February 2021 resulted in higher than expected natural gas and purchased power costs. PNM measuredmitigated the impacts from the cold weather by securing gas supplies in advance, engaging in market riskpurchases when lower prices were available, and adjusting plant operation of its wholesale activities not covered bygas units to minimize reliance on higher-priced gas supplies. PNM estimates the FPPAC using a Monte Carlo VaR (“Value at Risk”) simulation modelimpact of the cold weather conditions in the first quarter of 2021 resulted in approximately $20 million of additional natural gas costs and approximately $8 million in additional purchased power costs. These fuel increases are passed through to reportcustomers under the possible loss in value from price movements. In January 2018, PNM’s interest in PVNGS Unit 3 became a jurisdictional resource to serve New Mexico customers and PNM began selling 36 MW of its 65 MW merchant interest in SJGS Unit 4 to a third party at a fixed price. These events significantly reduced PNM’s exposure to commodity risk and, beginning in February 2018, the Company no longer uses VaR as a risk metric. VaR limits were not exceeded during the year ended December 31, 2017.FPPAC.


Credit Risk

The Company is exposed to credit risk from its retail and wholesale customers, as well as the counterparties to derivative instruments. The Company conducts counterparty risk analysis across business segments and uses a credit management process to assess the financial conditions of counterparties. The following table provides information related to credit exposure by the credit worthiness (credit rating) and concentration of credit risk for wholesale counterparties, all of which will mature in less than two years.

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Schedule of Credit Risk Exposure
December 31, 20182021
Rating (1)
Credit
Risk
Exposure(2)
Number of
Counter-parties >10%
Net Exposure of
Counter-parties >10%
 (Dollars in thousands)
External ratings:
Investment grade$9,366 $8,027 
Non-investment grade— — — 
Split ratings— — — 
Internal ratings:
Investment grade1,637 — — 
Non-investment grade— — — 
Total$11,003 $8,027 
Rating (1)
 
Credit
Risk
Exposure(2)
 
Number of
Counter-parties >10%
 
Net Exposure of
Counter-parties >10%
  (Dollars in thousands)
External ratings:      
Investment grade $6,234
 1
 $1,303
Non-investment grade 1
 
 
Split ratings 
 
 
Internal ratings:      
Investment grade 4,759
 2
 3,513
Non-investment grade 
 
 
Total $10,994
   $4,816
(1)The rating “Investment Grade” is for counterparties, or a guarantor, with a minimum S&P rating of BBB- or Moody’s rating of Baa3. The category “Internal Ratings – Investment Grade” includes those counterparties that are internally rated as investment grade in accordance with the guidelines established in the Company’s credit policy.

(1)
The rating “Investment Grade” is for counterparties, or a guarantor, with a minimum S&P rating of BBB- or Moody’s rating of Baa3. The category “Internal Ratings – Investment Grade” includes those counterparties that are internally rated as investment grade in accordance with the guidelines established in the Company’s credit policy.

(2)
The Credit Risk Exposure is the gross credit exposure, including long-term contracts (other than firm-requirements wholesale customers and the Tri-State hazard sharing agreement), forward sales, and short-term sales. The gross exposure captures the amounts from receivables/payables for realized transactions, delivered and unbilled revenues, and mark-to-market gains/losses. Gross exposures can be offset according to legally enforceable netting arrangements but are not reduced by posted credit collateral. At December 31, 2018, PNMR held $1.0 million of cash collateral to offset its credit exposure.


(2)The Credit Risk Exposure is the gross credit exposure, including long-term contracts (other than the Tri-State hazard sharing agreement), forward sales, and short-term sales. The gross exposure captures the amounts from receivables/payables for realized transactions, delivered and unbilled revenues, and mark-to-market gains/losses. Gross exposures can be offset according to legally enforceable netting arrangements but are not reduced by posted credit collateral. At December 31, 2021, PNMR held $0.9 million of cash collateral to offset its credit exposure.

Net credit risk for the Company’s largest counterparty as of December 31, 20182021 was $2.3$6.7 million.


Other investments have no significant counterparty credit risk.

Interest Rate Risk

The majority of the Company’s long-term debt is fixed-rate debt and does not expose earnings to a major risk of loss due to adverse changes in market interest rates. However, the fair value of long-term debt instruments for PNMR, PNM, and TNMP would increase by 2.1%2.5%, 2.2%2.3%, and 3.0%5.1%, if interest rates were to decline by 50 basis points from their levels at December 31, 2018.2021. In general, an increase in fair value would impact earnings and cash flows to the extent not recoverable in rates if all or a portion of debt instruments were acquired in the open market prior to their maturity. At February 22, 2019, PNMR, PNM, and TNMP had $45.3 million, zero, and $37.5 million of short-term debt outstanding under their revolving credit facilities, which allow for a maximum aggregate borrowing capacity of $300.0 million for PNMR, $400.0 million for PNM, and $75.0 million for TNMP. PNM also had borrowings of $10.0 million under the $40.0 million PNM 2017 New Mexico Credit Facility and PNMR Development had $10.9 million outstanding under the PNMR Development Revolving Credit Facility at February 22, 2019. The revolving credit facilities, the PNM 2017 New Mexico Credit Facility, the $150.0 million PNMR 2018 One-Year Term Loan, the $50.0 million PNMR 2018 Two-Year Term Loan, the $90.0 million PNMR Development Term Loan, the $250.0 million PNM 2019 Term Loan, and the $35.0 million TNMP Term Loan bear interest at variable rates. On February 22, 2019, interest rates on borrowings averaged 3.75% for the PNMR Revolving Credit Facility, 3.25% for the PNMR 2018 One-Year Term Loan, 3.28% for the PNMR 2018 Two-Year Term Loan, 3.49% for the PNMR Development Revolving Credit Facility, 3.30% for the PNMR Development Term Loan, 3.63% for the PNM 2017 New Mexico Credit Facility, 3.13% for the PNM 2019 Term Loan, 3.26% for the TNMP Revolving Credit Facility, and 3.20% for the TNMP 2018 Term Loan. The Company is exposed to interest rate risk to the extent of future increases in variable interest rates. However, as discussed in Note 7, PNMR has entered into hedging arrangements to effectively establish fixedVariable interest rates under these facilities are based on $150.0 millionLIBOR but contain provisions which allow for the replacement of LIBOR with other widely accepted interest rates. The Company expects that it will be able to extend or replace these credit facilities under similar terms and conditions prior to their expirations.

At February 18, 2022, variable rate debt.debt balances and weighted average interest rates were as follows:
Variable Rate DebtWeighted Average Interest RateBalance OutstandingCapacity
(In thousands)
Short-term Debt:
PNMR Revolving Credit Facility— %$— $300,000 
PNM Revolving Credit Facility— — 400,000 
PNM 2017 New Mexico Credit Facility— — 40,000 
TNMP Revolving Credit Facility1.05 11,800 75,000 
$11,800 $815,000 
Long-term Debt:
PNMR 2021 Delayed-Draw Term Loan0.96 %$1,000,000 
PNM 2021 Term Loan0.93 75,000 
$1,075,000 

The investments held by PNM in trusts for decommissioning, reclamation, pension benefits, and other post-employment benefits had an estimated fair value of $887.6 million$1.1 billion at December 31, 2018,2021, of which 47.4%43.3% were fixed-rate debt securities that subject PNM to risk of loss of fair value with increases in market interest rates. If interest rates were to increase by 50 basis points from their levels at December 31, 2018,2021, the decrease in the fair value of the fixed-rate securities would be 4.3%4.2%, or $18.1$20.0 million. Due to the funded status of the nuclear decommissioning trust and overall market performance, PNM began to re-balance the decommissioning investment portfolio in late 2017 to increase the percentage of the investments in fixed income (debt) securities to approximately 85%. The portfolio re-balancing was completed in early 2018 and is expected to increase the exposure related

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to interest rate risk and reduce the equity market risk referenced below. The securities held by TNMP in trusts for pension and other post-employment benefits had an estimated fair value of $63.5
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$75.2 million at December 31, 2018,2021, of which 38.0%44.6% were fixed-rate debt securities that subject TNMP to risk of loss of fair value with movements in market interest rates. If interest rates were to increase by 50 basis points from their levels at December 31, 2018,2021, the decrease in the fair value of the fixed-rate securities would be 5.6%7.5%, or $1.4$2.5 million.

PNM and TNMP do not directly recover or return through rates any losses or gains on the securities, including equity and alternative investments discussed below, in the trusts for decommissioning, reclamation, pension benefits, and other post-employment benefits. However, the overall performance of these trusts does enter into the periodic determinations of expense and funding levels, which are factored into the rate making process to the extent applicable to regulated operations. However, as describedThe NMPRC ruled in Note 17, the NMPRC has ruledNM 2015 Rate Case that PNM would not be able to include future contributions made by PNM for decommissioning of PVNGS to the extent applicable to certain capacity previouslypurchased and leased by PNM in rates charged to retail customers. PNM has appealedThe NM Supreme Court ruled that the NMPRC’s rulingdecision to disallow recovery of such future contributions for decommissioning denied PNM due process and remanded the matter back to the NM Supreme Court.NMPRC for further proceedings. See Note 17. PNM and TNMP are at risk for shortfalls in funding of obligations due to investment losses, including those from the equity market and alternatives investment risks discussed below, to the extent not ultimately recovered through rates charged to customers.

Equity Market Risk

The investments held by PNM in trusts for decommissioning and reclamation and trusts established for PNM’s and TNMP’s pension and post-employment benefits plans include certain equity securities at December 31, 2018.2021. These equity securities expose PNM and TNMP to losses in fair value should the market values of the underlying securities decline. Equity securities comprised 40.6%50% and 43.6%47.3% of the securities held by the various PNM and TNMP trusts as of December 31, 2018.2021. A hypothetical 10% decrease in equity prices would reduce the fair values of these funds by $36.0$56.9 million for PNM and $2.8$3.6 million for TNMP.

Alternatives Investment Risk
The Company
As of December 31, 2021, PNM and TNMP had 15.8%8.6% and 6.3% of its pension assets invested in the alternative asset class as of December 31, 2018. The Company’s target for this class is 20%.class. Alternative investments include investments in hedge funds, real estate funds, and private equity funds. The hedge funds and private equity funds are limited partner structures that are structured as multi-manager multi-strategy fund of funds to achieve a diversified position in these asset classes. The general partner oversees the selection and monitoring of the underlying managers. The hedge funds pursue various absolute return strategies such as relative value, long-short equity, and event driven. Private equity fund strategies include mezzanine financing, buy-outs, and venture capital. The real estate investments are commingled real estate portfolios that invest in a diversified portfolio of assets including commercial property and multi-family housing. The Company’s Corporate Investment Committee, assisted by its investment consultants, monitors the performance of the funds and general partner’s investments process. There is risk associated with these funds due to the nature of the strategies and techniques and the use of investments that do not have readily determinable fair values. A hypothetical 10% decrease in equity prices would reduce the fair values of these funds by $8.6 million.$4.9 million for PNM and $0.4 million for TNMP.

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ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
INDEX
 
Page
PNM Resources, Inc. and Subsidiaries
Public Service Company of New Mexico and Subsidiaries
Texas-New Mexico Power Company and Subsidiaries
Supplementary Data:


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MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of PNM Resources, Inc. and subsidiaries (“PNMR”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended.
Management assessed the effectiveness of PNMR’s internal control over financial reporting based on the Internal Control – Integrated Framework (2013) set forth by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment performed, management concludes that PNMR’s internal control over financial reporting was effective as of December 31, 2018.2021.
The effectiveness of our internal control over financial reporting as of and for the year ended December 31, 20182021 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their audit report which is included herein.

/s/ Patricia K. Collawn
Patricia K. Collawn,
Chairman, President, and Chief Executive Officer
/s/ Charles N. EldredJoseph D. Tarry
Charles N. EldredJoseph D. Tarry
ExecutiveSenior Vice President and
Chief Financial Officer


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MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
Management of Public Service Company of New Mexico and subsidiaries (“PNM”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended.
Management assessed the effectiveness of PNM’s internal control over financial reporting based on the Internal Control – Integrated Framework (2013) set forth by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment performed, management concludes that PNM’s internal control over financial reporting was effective as of December 31, 2018.

2021.
/s/ Patricia K. Collawn
Patricia K. Collawn,
President and Chief Executive Officer
/s/ Charles N. EldredJoseph D. Tarry
Charles N. EldredJoseph D. Tarry
ExecutiveSenior Vice President and
Chief Financial Officer


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MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
Management of Texas-New Mexico Power Company and subsidiaries (“TNMP”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended.
Management assessed the effectiveness of TNMP’s internal control over financial reporting based on the Internal Control – Integrated Framework (2013) set forth by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment performed, management concludes that TNMP’s internal control over financial reporting was effective as of December 31, 2018.

2021.
/s/ Patricia K. Collawn
Patricia K. Collawn,
Chief Executive Officer
/s/ Patricia K. CollawnJoseph D. Tarry
Patricia K. Collawn,Joseph D. Tarry
Chief Executive Officer
/s/ Charles N. Eldred
Charles N. Eldred
ExecutiveSenior Vice President and
Chief Financial Officer

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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
PNM Resources, Inc.:


Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of PNM Resources, Inc. and subsidiaries (the Company) as of December 31, 20182021 and 2017,2020, the related consolidated statements of earnings, consolidated statements of comprehensive income, consolidated statements of changes in equity, and consolidated statements of cash flows for each of the years in the threeyearthree-year period ended December 31, 2018,2021, and the related notes andfinancial statement Schedule I - Condensed FinancialConsolidated Information of Parent Company and Schedule II - Valuation and Qualifying Accounts(collectively, (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2018,2021, based on criteria established in Internal Control - Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20182021 and 2017,2020, and the results of its operations and its cash flows for each of the years in the threeyearthree-year period ended December 31, 2018,2021, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018,2021 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable

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assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Pension and other postretirement benefit obligations
As discussed in Note 11 to the consolidated financial statements, the Company maintains qualified defined benefit pension plans and postretirement benefit plans providing medical and dental benefits. The Company’s total estimated pension plans’ projected benefit obligation and postretirement benefit plans’ accumulated postretirement benefit obligation were $734.2 million as of December 31, 2021.
We identified the evaluation of the pension and other postretirement benefit obligations as a critical audit matter. This was due to the specialized skills and knowledge required to understand the Company’s actuarial models and evaluate the assumptions related to the determination of the discount rates utilized in the measurement of the pension and other postretirement benefit obligations. In addition, there was subjectivity in performing procedures due to the sensitivity of the actuarial models to changes in the discount rates used to determine the present value of the projected benefit obligation and accumulated postretirement benefit obligation.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the pension and other postretirement benefit obligations process, including controls related to the development of the discount rates used and the evaluation of the actuarial models. We involved actuarial professionals with specialized skills and knowledge, who assisted in:
understanding the actuarial models used by the Company to calculate its projected benefit obligation and accumulated postretirement benefit obligation, for consistency with generally accepted actuarial standards,

evaluating the Company’s discount rates, by understanding the methodology used to develop them, and

comparing the changes in the discount rates from the prior year against changes in published indices.


/s/ KPMG LLP


We have served as the Company’s auditor since 2013.
Albuquerque, New Mexico
March 1, 20192022



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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Public Service Company of New Mexico:


Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Public Service Company of New Mexico and subsidiaries (the Company) as of December 31, 20182021 and 2017,2020, the related consolidated statements of earnings, consolidated statements of comprehensive income, consolidated statements of changes in equity, and consolidated statements of cash flows for each of the years in the three‑year period ended December 31, 2018,2021, and the related notes andfinancial statementSchedule II – Valuation and Qualifying Accounts(collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20182021 and 2017,2020, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2018,2021, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Pension and other postretirement benefit obligations
As discussed in Note 11 to the consolidated financial statements, the Company maintains qualified defined benefit pension plans and postretirement benefit plans providing medical and dental benefits. The Company’s total estimated pension plans’ projected benefit obligation and postretirement benefit plans’ accumulated postretirement benefit obligation were $663.7 million as of December 31, 2021.
We identified the evaluation of the pension and other postretirement benefit obligations as a critical audit matter. This was due to the specialized skills and knowledge required to understand the Company’s actuarial models and evaluate the assumptions related to the determination of the discount rates utilized in the measurement of the pension and other postretirement benefit obligations. In addition, there was subjectivity in performing procedures due to the sensitivity of the actuarial models to changes in the discount rates used to determine the present value of the projected benefit obligation and accumulated postretirement benefit obligation.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the pension and other postretirement benefit
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obligations process, including controls related to the development of the discount rates used and the evaluation of the actuarial models. We involved actuarial professionals with specialized skills and knowledge, who assisted in:
understanding the actuarial models used by the Company to calculate its projected benefit obligation and accumulated postretirement benefit obligation, for consistency with generally accepted actuarial standards,

evaluating the Company’s discount rates, by understanding the methodology used to develop them, and

comparing the changes in the discount rates from the prior year against changes in published indices.


/s/ KPMG LLP


We have served as the Company’s auditor since 2013.
Albuquerque, New Mexico
March 1, 20192022







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Report of Independent Registered Public Accounting Firm
To the Stockholder and Board of Directors
TexasNew Mexico Power Company:


Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of TexasNew Mexico Power Company and subsidiaries (the Company) as of December 31, 20182021 and 2017,2020, the related consolidated statements of earnings, consolidated statements of changes in common stockholder’s equity, and consolidated statements of cash flows for each of the years in the three‑year period ended December 31, 2018,2021, and the related notes andfinancial statement Schedule II – Valuation and Qualifying Accounts(collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20182021 and 2017,2020, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2018,2021, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Pension and other postretirement benefit obligations
As discussed in Note 11 to the consolidated financial statements, the Company maintains qualified defined benefit pension plans and postretirement benefit plans providing medical and dental benefits. The Company’s total estimated pension plans’ projected benefit obligation and postretirement benefit plans’ accumulated postretirement benefit obligation were $70.6 million as of December 31, 2021.
We identified the evaluation of the pension and other postretirement benefit obligations as a critical audit matter. This was due to the specialized skills and knowledge required to understand the Company’s actuarial models and evaluate the assumptions related to the determination of the discount rates utilized in the measurement of the pension and other postretirement benefit obligations. In addition, there was subjectivity in performing procedures due to the sensitivity of the actuarial models to changes in the discount rates used to determine the present value of the projected benefit obligation and accumulated postretirement benefit obligation.
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The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the pension and other postretirement benefit obligations process, including controls related to the development of the discount rates used and the evaluation of the actuarial models. We involved actuarial professionals with specialized skills and knowledge, who assisted in:
understanding the actuarial models used by the Company to calculate its projected benefit obligation and accumulated postretirement benefit obligation, for consistency with generally accepted actuarial standards,

evaluating the Company’s discount rates, by understanding the methodology used to develop them, and

comparing the changes in the discount rates from the prior year against changes in published indices.

/s/ KPMG LLP


We have served as the Company’s auditor since 2013.
Albuquerque, New Mexico
March 1, 20192022



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PNM RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
 
Year Ended December 31, Year Ended December 31,
2018 2017 2016 202120202019
(In thousands, except per share amounts) (In thousands, except per share amounts)
Electric Operating Revenues     Electric Operating Revenues
Contracts with customers$1,359,740
 $1,321,023
 $1,277,594
Contracts with customers$1,569,405 $1,469,799 $1,377,208 
Alternative revenue programs1,756
 15,779
 16,035
Alternative revenue programs(3,764)(11,994)(542)
Other electric operating revenue75,117
 108,201
 69,322
Other electric operating revenue214,232 65,207 80,937 
Total electric operating revenues1,436,613
 1,445,003
 1,362,951
Total electric operating revenues1,779,873 1,523,012 1,457,603 
Operating Expenses:     Operating Expenses:
Cost of energy399,726
 407,479
 380,596
Cost of energy644,853 447,241 412,812 
Administrative and general188,470
 177,791
 184,774
Administrative and general230,292 216,334 189,227 
Energy production costs149,477
 137,450
 146,187
Energy production costs143,931 137,977 142,545 
Regulatory disallowances and restructuring costs65,598
 27,036
 15,011
Regulatory disallowances and restructuring costs1,194 1,098 151,095 
Depreciation and amortization241,188
 231,942
 209,110
Depreciation and amortization284,107 275,612 267,808 
Transmission and distribution costs76,434
 71,576
 66,227
Transmission and distribution costs81,335 77,943 69,862 
Taxes other than income taxes79,673
 76,690
 76,321
Taxes other than income taxes86,008 81,526 80,054 
Total operating expenses1,200,566
 1,129,964
 1,078,226
Total operating expenses1,471,720 1,237,731 1,313,403 
Operating income236,047
 315,039
 284,725
Operating income308,153 285,281 144,200 
Other Income and Deductions:     Other Income and Deductions:
Interest income15,540
 15,916
 22,293
Interest income14,662 14,223 14,022 
Gains (losses) on investment securities(17,176) 27,161
 19,517
Gains on investment securitiesGains on investment securities16,850 21,599 29,589 
Other income17,586
 19,515
 17,796
Other income20,200 19,973 15,382 
Other (deductions)(15,696) (24,247) (20,524)Other (deductions)(18,559)(18,732)(15,328)
Net other income and deductions254
 38,345
 39,082
Net other income and (deductions)Net other income and (deductions)33,153 37,063 43,665 
Interest Charges127,244
 127,625
 128,633
Interest Charges96,877 114,392 121,016 
Earnings before Income Taxes109,057
 225,759
 195,174
Earnings before Income Taxes244,429 207,952 66,849 
Income Taxes7,775
 130,340
 63,278
Income Taxes (Benefits)Income Taxes (Benefits)32,582 20,636 (25,282)
Net Earnings101,282
 95,419
 131,896
Net Earnings211,847 187,316 92,131 
(Earnings) Attributable to Valencia Non-controlling Interest(15,112) (15,017) (14,519)(Earnings) Attributable to Valencia Non-controlling Interest(15,490)(14,013)(14,241)
Preferred Stock Dividend Requirements of Subsidiary(528) (528) (528)Preferred Stock Dividend Requirements of Subsidiary(528)(528)(528)
Net Earnings Attributable to PNMR$85,642
 $79,874
 $116,849
Net Earnings Attributable to PNMR$195,829 $172,775 $77,362 
Net Earnings Attributable to PNMR per Common Share:     Net Earnings Attributable to PNMR per Common Share:
Basic$1.07
 $1.00
 $1.47
Basic$2.28 $2.16 $0.97 
Diluted$1.07
 $1.00
 $1.46
Diluted$2.27 $2.15 $0.97 
The accompanying notes, as they relate to PNMR, are an integral part of these consolidated financial statements.

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PNM RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
PNM RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year Ended December 31, Year Ended December 31,
2018 2017 2016 202120202019
(In thousands) (In thousands)
Net Earnings$101,282
 $95,419
 $131,896
Net Earnings$211,847 $187,316 $92,131 
Other Comprehensive Income (Loss):     Other Comprehensive Income (Loss):
Unrealized Gains on Available-for-Sale Securities:     Unrealized Gains on Available-for-Sale Securities:
Unrealized holding gains arising during the period, net of income tax (expense) of $(963), $(10,927), and $(304)2,827
 17,233
 474
Reclassification adjustment for (gains) included in net earnings, net of income tax expense of $970, $6,816, and $8,639(2,849) (10,751) (13,500)
Unrealized holding gains (losses) arising during the period, net of income tax (expense) benefit of $478, $(5,736), and $(6,534)Unrealized holding gains (losses) arising during the period, net of income tax (expense) benefit of $478, $(5,736), and $(6,534)(1,403)16,850 19,190 
Reclassification adjustment for (gains) included in net earnings, net of income tax expense of $2,480, $2,412, and $3,572Reclassification adjustment for (gains) included in net earnings, net of income tax expense of $2,480, $2,412, and $3,572(7,285)(7,085)(10,491)
Pension Liability Adjustment:     Pension Liability Adjustment:
Experience gains (losses), net of income tax (expense) benefit of $2,637, $(919), and $7,219(7,745) 2,699
 (11,282)
Reclassification adjustment for amortization of experience losses recognized as net periodic benefit cost, net of income tax (benefit) of $(1,922), $(2,504), and $(2,148)5,646
 3,948
 3,356
Experience gains (losses), net of income tax (expense) benefit of $(3,076), $(1,562), and $973Experience gains (losses), net of income tax (expense) benefit of $(3,076), $(1,562), and $9739,035 4,587 (2,856)
Reclassification adjustment for amortization of experience losses recognized as net periodic benefit cost, net of income tax (benefit) of $(2,120), $(2,108), and $(1,880)Reclassification adjustment for amortization of experience losses recognized as net periodic benefit cost, net of income tax (benefit) of $(2,120), $(2,108), and $(1,880)6,228 6,192 5,524 
Fair Value Adjustment for Cash Flow Hedges:     Fair Value Adjustment for Cash Flow Hedges:
Change in fair market value, net of income tax (expense) benefit of $(145), $(388), and $341425
 612
 (533)
Reclassification adjustment for losses included in net earnings, net of income tax (benefit) of $(56), $(225), and $(298)160
 356
 466
Change in fair market value, net of income tax (expense) benefit of $(458), $(323), and $888Change in fair market value, net of income tax (expense) benefit of $(458), $(323), and $8881,346 948 (2,607)
Reclassification adjustment for (gains) losses included in net earnings, net of income tax (benefit) of $229, $442, and $(186)Reclassification adjustment for (gains) losses included in net earnings, net of income tax (benefit) of $229, $442, and $(186)(674)(1,298)547 
Total Other Comprehensive Income (Loss)(1,536) 14,097
 (21,019)Total Other Comprehensive Income (Loss)7,247 20,194 9,307 
Comprehensive Income99,746
 109,516
 110,877
Comprehensive Income219,094 207,510 101,438 
Comprehensive (Income) Attributable to Valencia Non-controlling Interest(15,112) (15,017) (14,519)Comprehensive (Income) Attributable to Valencia Non-controlling Interest(15,490)(14,013)(14,241)
Preferred Stock Dividend Requirements of Subsidiary(528) (528) (528)Preferred Stock Dividend Requirements of Subsidiary(528)(528)(528)
Comprehensive Income Attributable to PNMR$84,106
 $93,971
 $95,830
Comprehensive Income Attributable to PNMR$203,076 $192,969 $86,669 
The accompanying notes, as they relate to PNMR, are an integral part of these consolidated financial statements.

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PNM RESOURCES, INC. AND SUBSIDIARIES
PNM RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31,
 2018 2017 2016
 (In thousands)
Cash Flows From Operating Activities:     
Net earnings$101,282
 $95,419
 $131,896
Adjustments to reconcile net earnings to net cash flows from operating activities:     
 Depreciation and amortization
275,641
 268,194
 242,033
Deferred income tax expense8,019
 130,528
 63,805
Net unrealized losses on commodity derivatives
 2,875
 1,577
(Gains) losses on investment securities17,176
 (27,161) (19,517)
Stock based compensation expense7,120
 6,194
 5,634
Regulatory disallowances and restructuring costs65,598
 27,036
 15,011
Allowance for equity funds used during construction(10,404) (9,516) (4,949)
Other, net3,529
 2,329
 3,060
Changes in certain assets and liabilities:     
Accounts receivable and unbilled revenues(8,702) (1,846) 2,543
Materials, supplies, and fuel stock(5,331) 1,473
 (4,169)
Other current assets2,491
 31,298
 (9,640)
Other assets(840) (5,486) (42,864)
Accounts payable(20,714) 14,468
 3,159
Accrued interest and taxes1,713
 (327) 3,345
Other current liabilities2,614
 (6,513) (12,509)
Other liabilities(10,966) (5,503) 29,868
Net cash flows from operating activities428,226
 523,462
 408,283
Cash Flows From Investing Activities:     
Additions to utility and non-utility plant(501,213) (500,461) (600,076)
Proceeds from sales of investment securities984,533
 637,492
 522,601
Purchases of investment securities(1,007,022) (650,284) (538,383)
Return of principal on PVNGS lessor notes
 
 8,547
Investments in NMRD(9,000) (4,077) 
Disbursements from NMRD
 12,415
 
Investment in Westmoreland Loan
 
 (122,250)
Principal repayments on Westmoreland Loan56,640
 38,360
 30,000
Other, net338
 392
 186
Net cash flows from investing activities(475,724) (466,163) (699,375)
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31,
 202120202019
 (In thousands)
Cash Flows From Operating Activities:
Net earnings$211,847 $187,316 $92,131 
Adjustments to reconcile net earnings to net cash flows from operating activities:
 Depreciation and amortization
320,210 314,668 301,068 
Deferred income tax expense (benefit)30,747 20,405 (25,385)
(Gains) on investment securities(16,850)(21,599)(29,589)
Stock based compensation expense9,446 8,141 6,414 
Regulatory disallowances and restructuring costs1,194 1,098 151,095 
Allowance for equity funds used during construction(13,217)(11,254)(9,478)
Other, net5,457 3,497 2,395 
Changes in certain assets and liabilities:
Accounts receivable and unbilled revenues(25,924)(42,035)3,796 
Materials, supplies, and fuel stock1,356 11,512 (6,095)
Other current assets1,838 (8,135)1,872 
Other assets31,135 29,923 42,803 
Accounts payable10,640 7,403 (272)
Accrued interest and taxes2,692 (9,347)14,691 
Other current liabilities6,894 23,740 (7,212)
Other liabilities(29,592)(29,633)(35,071)
Net cash flows from operating activities547,873 485,700 503,163 
Cash Flows From Investing Activities:
Additions to utility and non-utility plant(935,016)(679,028)(616,273)
Proceeds from sales of investment securities459,867 590,998 494,528 
Purchases of investment securities(477,672)(607,591)(513,866)
Investments in NMRD— (23,250)(38,250)
Distributions from NMRD572 — — 
Other, net(9)(14,928)(37)
Net cash flows used in investing activities(952,258)(733,799)(673,898)
The accompanying notes, as they relate to PNMR, are an integral part of these consolidated financial statements.

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PNM RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
PNM RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31, Year Ended December 31,
2018 2017 2016 202120202019
(In thousands) (In thousands)
Cash Flows From Financing Activities:     Cash Flows From Financing Activities:
Short-term loan50,000
 
 100,000
Repayment of short-term loan
 
 (150,000)
Short-term borrowings (repayments), netShort-term borrowings (repayments), net$— $— $(150,000)
Revolving credit facilities borrowings (repayments), net(119,500) 18,300
 86,500
Revolving credit facilities borrowings (repayments), net30,700 (153,100)99,200 
Long-term borrowings984,652
 317,000
 603,500
Long-term borrowings1,816,345 1,267,845 745,000 
Repayment of long-term debt(750,162) (274,070) (303,793)Repayment of long-term debt(1,411,345)(977,845)(407,302)
Issuance of common stockIssuance of common stock— 283,208 — 
Proceeds from stock option exercise963
 1,739
 7,028
Proceeds from stock option exercise— 24 943 
Awards of common stock(12,635) (13,929) (15,451)Awards of common stock(10,130)(11,984)(9,918)
Dividends paid(84,961) (77,792) (70,623)Dividends paid(112,972)(98,502)(92,926)
Valencia’s transactions with its owner(17,095) (17,742) (17,006)Valencia’s transactions with its owner(19,094)(18,056)(15,401)
Amounts received under transmission interconnection arrangements4,060
 11,879
 7,171
Transmission interconnection and security deposit arrangementsTransmission interconnection and security deposit arrangements80,558 11,452 10,015 
Refunds paid under transmission interconnection arrangements(2,830) (21,290) (2,830)Refunds paid under transmission interconnection arrangements(10,195)(5,905)(4,325)
Other, net(6,846) (2,942) (2,104)
Debt issuance costs and other, netDebt issuance costs and other, net(6,306)(4,943)(2,840)
Net cash flows from financing activities45,646
 (58,847) 242,392
Net cash flows from financing activities357,561 292,194 172,446 
Change in Cash and Cash Equivalents(1,852) (1,548) (48,700)Change in Cash and Cash Equivalents(46,824)44,095 1,711 
Cash and Cash Equivalents at Beginning of Year3,974
 5,522
 54,222
Cash and Cash Equivalents at Beginning of Year47,928 3,833 2,122 
Cash and Cash Equivalents at End of Year$2,122
 $3,974
 $5,522
Cash and Cash Equivalents at End of Year$1,104 $47,928 $3,833 
     
Restricted Cash Included in Other Current Assets on Consolidated Balance Sheets:     
At beginning of period$
 $1,000
 $8,171
At end of period$
 $
 $1,000
     
Supplemental Cash Flow Disclosures:     Supplemental Cash Flow Disclosures:
Interest paid, net of amounts capitalized$119,308
 $120,955
 $115,043
Interest paid, net of amounts capitalized$91,276 $106,575 $115,476 
Income taxes paid (refunded), net$842
 $625
 $(307)Income taxes paid (refunded), net$1,042 $969 $(2,929)
     
Supplemental schedule of noncash investing and financing activities:     Supplemental schedule of noncash investing and financing activities:
(Increase) decrease in accrued plant additions$(11,502) $(25,261) $18,345
(Increase) decrease in accrued plant additions$7,362 $(58,796)$8,781 
Contribution of utility plant to NMRD$578
 $24,829
 $
Contribution of utility plant to NMRD$— $801 $— 
The accompanying notes, as they relate to PNMR, are an integral part of these consolidated financial statements.







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PNM RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
PNM RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

December 31, December 31,
2018 2017 20212020
(In thousands) (In thousands)
ASSETS   ASSETS
Current Assets:   Current Assets:
Cash and cash equivalents$2,122
 $3,974
Cash and cash equivalents$1,104 $47,928 
Accounts receivable, net of allowance for uncollectible accounts of $1,406 and $1,08192,800
 90,473
Accounts receivable, net of allowance for credit losses of $7,265 and $8,333Accounts receivable, net of allowance for credit losses of $7,265 and $8,333123,292 113,410 
Unbilled revenues57,092
 54,055
Unbilled revenues57,736 55,504 
Other receivables11,369
 17,582
Other receivables18,784 23,797 
Current portion of Westmoreland Loan
 3,576
Materials, supplies, and fuel stock71,834
 66,502
Materials, supplies, and fuel stock65,061 66,417 
Regulatory assets4,534
 2,933
Regulatory assets14,785 202 
Commodity derivative instruments1,083
 1,088
Prepaid assetsPrepaid assets37,325 42,064 
Income taxes receivable7,965
 6,879
Income taxes receivable4,878 5,672 
Other current assets53,725
 47,358
Other current assets1,635 22,485 
Total current assets302,524
 294,420
Total current assets324,600 377,479 
Other Property and Investments:   Other Property and Investments:
Long-term portion of Westmoreland Loan
 53,064
Investment securities328,242
 323,524
Investment securities463,126 440,115 
Equity investment in NMRD26,564
 16,510
Equity investment in NMRD89,158 90,655 
Other investments297
 503
Other investments265 284 
Non-utility property3,404
 3,404
Non-utility property, including financing leasesNon-utility property, including financing leases25,439 24,075 
Total other property and investments358,507
 397,005
Total other property and investments577,988 555,129 
Utility Plant:   Utility Plant:
Plant in service and held for future use7,548,581
 7,238,285
Plant in service, held for future use, and to be abandonedPlant in service, held for future use, and to be abandoned9,357,849 8,480,799 
Less accumulated depreciation and amortization2,604,177
 2,592,692
Less accumulated depreciation and amortization2,952,743 2,835,170 
4,944,404
 4,645,593
6,405,106 5,645,629 
Construction work in progress194,427
 245,933
Construction work in progress248,856 218,719 
Nuclear fuel, net of accumulated amortization of $42,511 and $43,52495,798
 88,701
Nuclear fuel, net of accumulated amortization of $41,181 and $41,367Nuclear fuel, net of accumulated amortization of $41,181 and $41,36798,937 100,801 
Net utility plant5,234,629
 4,980,227
Net utility plant6,752,899 5,965,149 
Deferred Charges and Other Assets:   Deferred Charges and Other Assets:
Regulatory assets598,930
 600,672
Regulatory assets514,258 557,790 
Goodwill278,297
 278,297
Goodwill278,297 278,297 
Commodity derivative instruments2,511
 3,556
Operating lease right-of-use assets, net of accumulated amortizationOperating lease right-of-use assets, net of accumulated amortization79,511 105,133 
Other deferred charges90,153
 91,926
Other deferred charges139,332 100,877 
Total deferred charges and other assets969,891
 974,451
Total deferred charges and other assets1,011,398 1,042,097 
$6,865,551
 $6,646,103
$8,666,885 $7,939,854 
The accompanying notes, as they relate to PNMR, are an integral part of these consolidated financial statements.















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PNM RESOURCES, INC. AND SUBSIDIARIES
PNM RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 December 31,
 2018 2017
 
(In thousands, except share
information)
LIABILITIES AND STOCKHOLDERS’ EQUITY   
Current Liabilities:   
Short-term debt$235,900
 $305,400
Current installments of long-term debt
 256,895
Accounts payable112,170
 121,383
Customer deposits10,695
 11,028
Accrued interest and taxes65,156
 62,357
Regulatory liabilities9,446
 2,309
Commodity derivative instruments1,177
 1,182
Dividends declared23,231
 21,240
Other current liabilities54,678
 53,850
Total current liabilities512,453
 835,644
Long-term Debt, net of Unamortized Premiums, Discounts, and Debt Issuance Costs2,670,111
 2,180,750
Deferred Credits and Other Liabilities:   
Accumulated deferred income taxes600,719
 547,210
Regulatory liabilities891,428
 933,578
Asset retirement obligations158,674
 146,679
Accrued pension liability and postretirement benefit cost100,375
 94,003
Commodity derivative instruments2,511
 3,556
Other deferred credits165,157
 131,706
Total deferred credits and other liabilities1,918,864
 1,856,732
Total liabilities5,101,428
 4,873,126
Commitments and Contingencies (See Note 16)
 
Cumulative Preferred Stock of Subsidiary   
without mandatory redemption requirements ($100 stated value; 10,000,000 shares authorized; issued and outstanding 115,293 shares)11,529
 11,529
Equity:   
PNMR common stockholders’ equity:   
Common stock (no par value; 120,000,000 shares authorized; issued and outstanding 79,653,624 shares)1,153,113
 1,157,665
Accumulated other comprehensive income (loss), net of income taxes(108,684) (95,940)
Retained earnings643,953
 633,528
Total PNMR common stockholders’ equity1,688,382
 1,695,253
Non-controlling interest in Valencia64,212
 66,195
Total equity1,752,594
 1,761,448
 $6,865,551
 $6,646,103
CONSOLIDATED BALANCE SHEETS
 December 31,
 20212020
 (In thousands, except share
information)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-term debt$62,700 $32,000 
Current installments of long-term debt179,339 575,518 
Accounts payable172,595 169,317 
Customer deposits5,095 6,606 
Accrued interest and taxes70,105 68,206 
Regulatory liabilities8,316 7,471 
Operating lease liabilities27,218 27,460 
Dividends declared132 28,243 
Transmission interconnection arrangement liabilities39,564 6,883 
Other current liabilities99,149 55,958 
Total current liabilities664,213 977,662 
Long-term Debt, net of Unamortized Premiums, Discounts, and Debt Issuance Costs3,519,580 2,719,632 
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes764,850 694,512 
Regulatory liabilities841,393 850,228 
Asset retirement obligations234,146 183,421 
Accrued pension liability and postretirement benefit cost19,057 58,101 
Operating lease liabilities55,993 81,065 
Other deferred credits333,195 255,230 
Total deferred credits and other liabilities2,248,634 2,122,557 
Total liabilities6,432,427 5,819,851 
Commitments and Contingencies (See Note 16)00
Cumulative Preferred Stock of Subsidiary
without mandatory redemption requirements ($100 stated value; 10,000,000 shares authorized; issued and outstanding 115,293 shares)11,529 11,529 
Equity:
PNMR common stockholders’ equity:
Common stock (no par value; 120,000,000 shares authorized; issued and outstanding 85,834,874 shares)1,429,257 1,429,941 
Accumulated other comprehensive income (loss), net of income taxes(71,936)(79,183)
Retained earnings810,203 698,707 
Total PNMR common stockholders’ equity2,167,524 2,049,465 
Non-controlling interest in Valencia55,405 59,009 
Total equity2,222,929 2,108,474 
$8,666,885 $7,939,854 
The accompanying notes, as they relate to PNMR, are an integral part of these consolidated financial statements.



B - 1416

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PNM RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
PNM RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
  
Attributable to PNMR

 
Non-
controlling
Interest
in Valencia
  
        Total PNMR Common Stockholder’s Equity   
  
Common
Stock
 AOCI 
Retained
Earnings
   
Total
Equity
  (In thousands)
Balance at December 31, 2015 $1,166,465
 $(71,432) $559,780
 $1,654,813
 $71,407
 $1,726,220
Net earnings before subsidiary preferred stock dividends 
 
 117,377
 117,377
 14,519
 131,896
Total other comprehensive income (loss) 
 (21,019) 
 (21,019) 
 (21,019)
Subsidiary preferred stock dividends 
 
 (528) (528) 
 (528)
Dividends declared on common stock 
 
 (71,887) (71,887) 
 (71,887)
Proceeds from stock option exercise 7,028
 
 
 7,028
 
 7,028
Awards of common stock (15,451) 
 
 (15,451) 
 (15,451)
Excess tax (shortfall) from stock-based payment arrangements (15) 
 
 (15) 
 (15)
Stock based compensation expense 5,634
 
 
 5,634
 
 5,634
Valencia’s transactions with its owner 
 
 
 
 (17,006) (17,006)
Balance at December 31, 2016, as originally reported 1,163,661
 (92,451) 604,742
 1,675,952
 68,920
 1,744,872
Cumulative effect adjustment (Note 12) 
 
 10,382
 10,382
 
 10,382
Balance at January 1, 2017, as adjusted 1,163,661
 (92,451) 615,124
 1,686,334
 68,920
 1,755,254
Reclassification of stranded income taxes resulting from tax reform (Note 18) 
 (17,586) 17,586
 
 
 
Net earnings before subsidiary preferred stock dividends 
 
 80,402
 80,402
 15,017
 95,419
Total other comprehensive income (loss) 
 14,097
 
 14,097
 
 14,097
Subsidiary preferred stock dividends 
 
 (528) (528) 
 (528)
Dividends declared on common stock 
 
 (79,056) (79,056) 
 (79,056)
Proceeds from stock option exercise 1,739
 
 
 1,739
 
 1,739
Awards of common stock (13,929) 
 
 (13,929) 
 (13,929)
Stock based compensation expense 6,194
 
 
 6,194
 
 6,194
Valencia’s transactions with its owner 
 
 
 
 (17,742) (17,742)
Balance at December 31, 2017, as originally reported 1,157,665
 (95,940) 633,528
 1,695,253
 66,195
 1,761,448
Cumulative effect adjustment (Note 9) 
 (11,208) 11,208
 
 
 
Balance at January 1, 2018, as adjusted 1,157,665
 (107,148) 644,736
 1,695,253
 66,195
 1,761,448
Net earnings before subsidiary preferred stock dividends 
 
 86,170
 86,170
 15,112
 101,282
Total other comprehensive income (loss) 
 (1,536) 
 (1,536) 
 (1,536)
Subsidiary preferred stock dividends 
 
 (528) (528) 
 (528)
Dividends declared on common stock 
 
 (86,425) (86,425) 
 (86,425)
Proceeds from stock option exercise 963
 
 
 963
 
 963
Awards of common stock (12,635) 
 
 (12,635) 
 (12,635)
Stock based compensation expense 7,120
 
 
 7,120
 
 7,120
Valencia’s transactions with its owner 
 
 
 
 (17,095) (17,095)
Balance at December 31, 2018 $1,153,113
 $(108,684) $643,953
 $1,688,382
 $64,212
 $1,752,594

 Attributable to PNMRNon-
controlling
Interest
in Valencia
 
 Total PNMR Common Stockholder’s Equity 
Common
Stock
AOCIRetained
Earnings
Total
Equity
 (In thousands)
Balance at December 31, 2018$1,153,113 $(108,684)$643,953 $1,688,382 $64,212 $1,752,594 
Net earnings before subsidiary preferred stock dividends— — 77,890 77,890 14,241 92,131 
Total other comprehensive income— 9,307 — 9,307 — 9,307 
Subsidiary preferred stock dividends— — (528)(528)— (528)
Dividends declared on common stock— — (93,792)(93,792)— (93,792)
Proceeds from stock option exercise943 — — 943 — 943 
Awards of common stock(9,918)— — (9,918)— (9,918)
Stock based compensation expense6,414 — — 6,414 — 6,414 
Valencia’s transactions with its owner— — — — (15,401)(15,401)
Balance at December 31, 20191,150,552 (99,377)627,523 1,678,698 63,052 1,741,750 
Net earnings before subsidiary preferred stock dividends— — 173,303 173,303 14,013 187,316 
Total other comprehensive income— 20,194 — 20,194 — 20,194 
Subsidiary preferred stock dividends— — (528)(528)— (528)
Dividends declared on common stock— — (101,591)(101,591)— (101,591)
Proceeds from stock option exercise24 — — 24 — 24 
Awards of common stock(11,984)— — (11,984)— (11,984)
Issuance of common stock283,208 — — 283,208 — 283,208 
Stock based compensation expense8,141 — — 8,141 — 8,141 
Valencia’s transactions with its owner— — — — (18,056)(18,056)
Balance at December 31, 20201,429,941 (79,183)698,707 2,049,465 59,009 2,108,474 
Net earnings before subsidiary preferred stock dividends— — 196,357 196,357 15,490 211,847 
Total other comprehensive income— 7,247 — 7,247 — 7,247 
Subsidiary preferred stock dividends— — (528)(528)— (528)
Dividends declared on common stock— — (84,333)(84,333)— (84,333)
Awards of common stock(10,130)— — (10,130)— (10,130)
Stock based compensation expense9,446 — — 9,446 — 9,446 
Valencia’s transactions with its owner— — — — (19,094)(19,094)
Balance at December 31, 2021$1,429,257 $(71,936)$810,203 $2,167,524 $55,405 $2,222,929 
The accompanying notes, as they relate to PNMR, are an integral part of these consolidated financial statements.

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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED STATEMENTS OF EARNINGS

 Year Ended December 31,
 2018 2017 2016
 (In thousands)
Electric Operating Revenues     
Contracts with customers$1,019,291
 $992,462
 $963,158
Alternative revenue programs(2,443) 3,567
 3,433
Other electric operating revenue75,117
 108,201
 69,322
Total electric operating revenues1,091,965
 1,104,230
 1,035,913
Operating Expenses:     
Cost of energy314,036
 321,677
 299,714
Administrative and general173,178
 163,892
 162,469
Energy production costs149,477
 137,450
 146,187
Regulatory disallowances and restructuring costs66,339
 27,036
 15,011
Depreciation and amortization151,866
 147,017
 133,447
Transmission and distribution costs46,855
 42,370
 39,657
Taxes other than income taxes45,181
 43,709
 44,598
Total operating expenses946,932
 883,151
 841,083
Operating income145,033
 221,079
 194,830
Other Income and Deductions:     
Interest income13,089
 8,454
 10,173
Gains (losses) on investment securities(17,176) 27,161
 19,517
Other income10,992
 13,527
 12,088
Other (deductions)(11,128) (18,556) (16,279)
Net other income and (deductions)(4,223) 30,586
 25,499
Interest Charges76,458
 82,697
 87,469
Earnings before Income Taxes64,352
 168,968
 132,860
Income Taxes (Benefit)(5,971) 81,555
 40,922
Net Earnings70,323
 87,413
 91,938
(Earnings) Attributable to Valencia Non-controlling Interest(15,112) (15,017) (14,519)
Net Earnings Attributable to PNM55,211
 72,396
 77,419
Preferred Stock Dividends Requirements(528) (528) (528)
Net Earnings Available for PNM Common Stock$54,683
 $71,868
 $76,891
CONSOLIDATED STATEMENTS OF EARNINGS
 Year Ended December 31,
 202120202019
 (In thousands)
Electric Operating Revenues
Contracts with customers$1,151,896 $1,078,158 $1,010,898 
Alternative revenue programs(4,108)(3,531)1,987 
Other electric operating revenue214,232 65,207 80,937 
Total electric operating revenues1,362,020 1,139,834 1,093,822 
Operating Expenses:
Cost of energy531,786 345,167 317,725 
Administrative and general196,719 180,113 172,903 
Energy production costs143,931 137,977 142,545 
Regulatory disallowances and restructuring costs1,194 1,098 150,599 
Depreciation and amortization170,365 165,325 160,368 
Transmission and distribution costs49,846 49,534 42,970 
Taxes other than income taxes46,682 45,723 45,644 
Total operating expenses1,140,523 924,937 1,032,754 
Operating income221,497 214,897 61,068 
Other Income and Deductions:
Interest income14,605 14,469 14,303 
Gains on investment securities16,850 21,599 29,589 
Other income11,390 9,800 9,213 
Other (deductions)(14,431)(14,279)(11,813)
Net other income and (deductions)28,414 31,589 41,292 
Interest Charges51,360 64,615 72,900 
Earnings before Income Taxes198,551 181,871 29,460 
Income Taxes (Benefit)26,992 21,857 (25,962)
Net Earnings171,559 160,014 55,422 
(Earnings) Attributable to Valencia Non-controlling Interest(15,490)(14,013)(14,241)
Net Earnings Attributable to PNM156,069 146,001 41,181 
Preferred Stock Dividends Requirements(528)(528)(528)
Net Earnings Available for PNM Common Stock$155,541 $145,473 $40,653 
The accompanying notes, as they relate to PNM, are an integral part of these consolidated financial statements.

B - 1618

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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 Year Ended December 31,
 2018 2017 2016
 (In thousands)
Net Earnings$70,323
 $87,413
 $91,938
Other Comprehensive Income (Loss):     
Unrealized Gains on Available-for-Sale Securities:     
Unrealized holding gains arising during the period, net of income tax (expense) of $(963), $(10,927), and $(304)2,827
 17,233
 474
Reclassification adjustment for (gains) included in net earnings, net of income tax expense of $970, $6,816, and $8,639(2,849) (10,751) (13,500)
Pension Liability Adjustment:     
Experience gains (losses), net of income tax (expense) benefit of $2,637, $(919), and $7,219(7,745) 2,699
 (11,282)
Reclassification adjustment for amortization of experience losses recognized as net periodic benefit cost, net of income tax (benefit) of $(1,922), $(2,504), and $(2,148)5,646
 3,948
 3,356
Total Other Comprehensive Income (Loss)(2,121) 13,129
 (20,952)
Comprehensive Income68,202
 100,542
 70,986
Comprehensive (Income) Attributable to Valencia Non-controlling Interest(15,112) (15,017) (14,519)
Comprehensive Income Attributable to PNM$53,090
 $85,525
 $56,467
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 Year Ended December 31, 2021
 202120202019
 (In thousands)
Net Earnings$171,559 $160,014 $55,422 
Other Comprehensive Income (Loss):
Unrealized Gains on Available-for-Sale Securities:
Unrealized holding gains arising during the period, net of income tax (expense) of $478, $(5,736), and $(6,534)(1,403)16,850 19,190 
Reclassification adjustment for (gains) included in net earnings, net of income tax expense of $2,480, $2,412, and $3,572(7,285)(7,085)(10,491)
Pension Liability Adjustment:
Experience gains (losses), net of income tax (expense) benefit of $(3,076), $(1,562), and $9739,035 4,587 (2,856)
Reclassification adjustment for amortization of experience losses recognized as net periodic benefit cost, net of income tax (benefit) of $(2,120), $(2,108), and $(1,880)6,228 6,192 5,524 
Total Other Comprehensive Income (Loss)6,575 20,544 11,367 
Comprehensive Income178,134 180,558 66,789 
Comprehensive (Income) Attributable to Valencia Non-controlling Interest(15,490)(14,013)(14,241)
Comprehensive Income Attributable to PNM$162,644 $166,545 $52,548 
The accompanying notes, as they relate to PNM, are an integral part of these consolidated financial statements.



B - 1719

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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

 Year Ended December 31,
 2018 2017 2016
 (In thousands)
Cash Flows From Operating Activities:     
Net earnings (loss)$70,323
 $87,413
 $91,938
Adjustments to reconcile net earnings to net cash flows from operating activities:
 
 
Depreciation and amortization182,355
 180,500
 166,047
Deferred income tax expense3,334
 82,549
 53,119
Net unrealized losses on commodity derivatives
 2,875
 1,577
(Gains) losses on investment securities17,176
 (27,161) (19,517)
Regulatory disallowances and restructuring costs66,339
 27,036
 15,011
Allowance for equity funds used during construction(8,173) (8,664) (4,163)
Other, net3,395
 2,615
 3,046
Changes in certain assets and liabilities:
 
 
Accounts receivable and unbilled revenues(7,959) (419) 4,769
Materials, supplies, and fuel stock(6,238) 3,542
 (3,924)
Other current assets(468) 31,775
 (6,044)
Other assets6,894
 15,121
 (23,880)
Accounts payable(14,290) 9,736
 5,614
Accrued interest and taxes(7,617) 21,523
 (9,601)
Other current liabilities(17,975) (11,099) (12,136)
Other liabilities(3,761) (9,389) 20,119
Net cash flows from operating activities283,335
 407,953
 281,975
Cash Flows From Investing Activities:     
Utility plant additions(255,627) (309,142) (445,464)
Proceeds from sales of investment securities984,533
 637,492
 522,601
Purchases of investment securities(1,007,022) (650,284) (538,383)
Return of principal on PVNGS lessor notes
 
 8,547
Other, net544
 33
 171
Net cash flows from investing activities(277,572) (321,901) (452,528)
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31, 2021
 202120202019
 (In thousands)
Cash Flows From Operating Activities:
Net earnings$171,559 $160,014 $55,422 
Adjustments to reconcile net earnings to net cash flows from operating activities:
Depreciation and amortization203,401 198,418 191,213 
Deferred income tax expense (benefit)27,120 22,442 (20,145)
(Gains) on investment securities(16,850)(21,599)(29,589)
Regulatory disallowances and restructuring costs1,194 1,098 150,599 
Allowance for equity funds used during construction(9,905)(6,958)(6,656)
Other, net4,482 4,950 2,697 
Changes in certain assets and liabilities:
Accounts receivable and unbilled revenues(24,757)(41,340)5,877 
Materials, supplies, and fuel stock2,531 11,753 (5,128)
Other current assets2,154 (2,718)(1,453)
Other assets30,187 24,882 31,409 
Accounts payable9,836 6,267 (3,617)
Accrued interest and taxes20,214 (11,572)5,579 
Other current liabilities9,169 16,682 18,002 
Other liabilities(37,884)(36,556)(39,087)
Net cash flows from operating activities392,451 325,763 355,123 
Cash Flows From Investing Activities:
Utility plant additions(602,180)(335,055)(341,847)
Proceeds from sales of investment securities459,867 590,998 494,528 
Purchases of investment securities(477,672)(607,591)(513,866)
Other, net(9)(14,942)(87)
Net cash flows used in investing activities(619,994)(366,590)(361,272)
The accompanying notes, as they relate to PNM, are an integral part of these consolidated financial statements.



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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

 Year ended December 31,
 2018 2017 2016
 (In thousands)
Cash Flows From Financing Activities:     
Short-term borrowings (repayments), net2,600
 (21,200) 61,000
Short-term borrowings (repayments) - affiliate, net19,800
 
 
Long-term borrowings450,000
 257,000
 321,000
Repayment of long-term debt(450,025) (232,000) (271,000)
Equity contribution from parent
 
 28,142
Valencia’s transactions with its owner(17,095) (17,742) (17,006)
Dividends paid(77,904) (61,223) (4,670)
Amounts received under transmission interconnection arrangements72,260
 11,879
 7,171
Refunds paid under transmission interconnection arrangements(2,830) (21,290) (2,830)
Other, net(3,592) (1,692) (1,239)
Net cash flows from financing activities(6,786) (86,268) 120,568
      
Change in Cash and Cash Equivalents(1,023) (216) (49,985)
Cash and Cash Equivalents at Beginning of Year1,108
 1,324
 51,309
Cash and Cash Equivalents at End of Year$85
 $1,108
 $1,324
      
Restricted Cash Included in Other Current Assets on Consolidated Balance Sheets:     
At beginning of period$
 $1,000
 $8,171
At end of period$
 $
 $1,000
      
Supplemental Cash Flow Disclosures:     
Interest paid, net of amounts capitalized$73,029
 $77,960
 $82,514
Income taxes paid (refunded), net$134
 $(23,391) $(967)
      
Supplemental schedule of noncash investing activities:     
(Increase) decrease in accrued plant additions$(12,310) $(11,792) $22,433
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31,
202120202019
(In thousands)
Cash Flows From Financing Activities:
Revolving credit facilities borrowings (repayments), net$(2,600)$(48,000)$15,600 
Short-term borrowings (repayments) - affiliate, net— — (19,800)
Long-term borrowings631,345 852,845 290,000 
Repayment of long-term debt(446,345)(902,845)(200,000)
Equity contribution from parent53,000 230,000 — 
Dividends paid(60,528)(41,181)(528)
Valencia’s transactions with its owner(19,094)(18,056)(15,401)
Transmission interconnection and security deposit arrangements47,858 4,050 10,015 
Refunds paid under transmission interconnection arrangements(2,893)(5,905)(72,525)
Debt issuance costs and other, net(4,627)364 (296)
Net cash flows from financing activities196,116 71,272 7,065 
Change in Cash and Cash Equivalents(31,427)30,445 916 
Cash and Cash Equivalents at Beginning of Year31,446 1,001 85 
Cash and Cash Equivalents at End of Year$19 $31,446 $1,001 
Supplemental Cash Flow Disclosures:
Interest paid, net of amounts capitalized$45,729 $60,663 $65,445 
Income taxes paid (refunded), net$(19,492)$— $(3,544)
Supplemental schedule of noncash investing activities:
(Increase) decrease in accrued plant additions$23,091 $(48,037)$4,751 
The accompanying notes, as they relate to PNM, are an integral part of these consolidated financial statements.

B - 1921

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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
 December 31,
 2018 2017
 (In thousands)
ASSETS   
Current Assets:   
Cash and cash equivalents$85
 $1,108
Accounts receivable, net of allowance for uncollectible accounts of $1,406 and $1,08168,603
 67,227
Unbilled revenues47,113
 43,869
Other receivables10,650
 14,541
Affiliate receivables15,871
 9,486
Materials, supplies, and fuel stock67,097
 60,859
Regulatory assets4,534
 2,139
Commodity derivative instruments1,083
 1,088
Income taxes receivable12,850
 3,410
Other current assets42,433
 39,904
Total current assets270,319
 243,631
Other Property and Investments:   
Investment securities328,242
 323,524
Other investments91
 283
Non-utility property96
 96
Total other property and investments328,429
 323,903
Utility Plant:   
Plant in service and held for future use5,623,520
 5,501,070
Less accumulated depreciation and amortization2,006,266
 2,029,534
 3,617,254
 3,471,536
Construction work in progress134,221
 204,079
Nuclear fuel, net of accumulated amortization of $42,511 and $43,52495,798
 88,701
Net utility plant3,847,273
 3,764,316
Deferred Charges and Other Assets:   
Regulatory assets460,903
 459,239
Goodwill51,632
 51,632
Commodity derivative instruments2,511
 3,556
Other deferred charges74,816
 75,286
Total deferred charges and other assets589,862
 589,713
 $5,035,883
 $4,921,563
CONSOLIDATED BALANCE SHEETS
 December 31,
 20212020
 (In thousands)
ASSETS
Current Assets:
Cash and cash equivalents$19 $31,446 
Accounts receivable, net of allowance for credit losses of $7,265 and $8,33398,151 88,239 
Unbilled revenues44,759 43,724 
Other receivables16,538 21,814 
Affiliate receivables8,837 8,819 
Materials, supplies, and fuel stock57,942 60,472 
Regulatory assets8,721 — 
Prepaid assets30,266 34,984 
Income taxes receivable— 15,706 
Other current assets1,456 16,924 
Total current assets266,689 322,128 
Other Property and Investments:
Investment securities463,126 440,115 
Other investments129 120 
Non-utility property, including financing leases10,717 9,505 
Total other property and investments473,972 449,740 
Utility Plant:
Plant in service, held for future use, and to be abandoned6,602,015 6,022,753 
Less accumulated depreciation and amortization2,235,068 2,158,915 
4,366,947 3,863,838 
Construction work in progress182,520 148,962 
Nuclear fuel, net of accumulated amortization of $41,181 and $41,36798,937 100,801 
Net utility plant4,648,404 4,113,601 
Deferred Charges and Other Assets:
Regulatory assets428,981 457,953 
Goodwill51,632 51,632 
Operating lease right-of-use assets, net of accumulated amortization73,903 97,461 
Other deferred charges116,552 88,518 
Total deferred charges and other assets671,068 695,564 
$6,060,133 $5,581,033 
The accompanying notes, as they relate to PNM, are an integral part of these consolidated financial statements.


 











B - 2022

Table of Contents




PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
 December 31,
 2018 2017
 
(In thousands, except share
information)
LIABILITIES AND STOCKHOLDER’S EQUITY   
Current Liabilities:   
Short-term debt$42,400
 $39,800
Short-term debt - affiliate19,800
 
Current installments of long-term debt
 23
Accounts payable75,114
 77,094
Affiliate payables164
 22,875
Customer deposits10,695
 11,028
Accrued interest and taxes35,767
 33,945
Regulatory liabilities5,975
 784
Commodity derivative instruments1,177
 1,182
Dividends declared132
 132
Other current liabilities31,799
 31,633
Total current liabilities223,023
 218,496
Long-term Debt, net of Unamortized Premiums, Discounts, and Debt Issuance Costs1,656,490
 1,657,887
Deferred Credits and Other Liabilities:   
Accumulated deferred income taxes502,767
 449,012
Regulatory liabilities713,971
 754,441
Asset retirement obligations157,814
 145,707
Accrued pension liability and postretirement benefit cost92,981
 86,124
Commodity derivative instruments2,511
 3,556
Other deferred credits213,226
 106,442
Total deferred credits and liabilities1,683,270
 1,545,282
Total liabilities3,562,783
 3,421,665
Commitments and Contingencies (See Note 16)
 
Cumulative Preferred Stock   
without mandatory redemption requirements ($100 stated value; 10,000,000 shares authorized; issued and outstanding 115,293 shares)11,529
 11,529
Equity:   
PNM common stockholder’s equity:   
Common stock (no par value; 40,000,000 shares authorized; issued and outstanding 39,117,799 shares)1,264,918
 1,264,918
Accumulated other comprehensive income (loss), net of income taxes(110,422) (97,093)
Retained earnings242,863
 254,349
Total PNM common stockholder’s equity1,397,359
 1,422,174
Non-controlling interest in Valencia64,212
 66,195
Total equity1,461,571
 1,488,369
 $5,035,883
 $4,921,563
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
 December 31,
 20212020
 (In thousands, except share
information)
LIABILITIES AND STOCKHOLDER’S EQUITY
Current Liabilities:
Short-term debt$7,400 $10,000 
Current installments of long-term debt179,339 345,570 
Accounts payable107,795 121,050 
Affiliate payables15,203 14,058 
Customer deposits5,095 6,606 
Accrued interest and taxes37,137 32,630 
Regulatory liabilities8,316 5,419 
Operating lease liabilities25,278 25,130 
Dividends declared132 132 
Transmission interconnection arrangement liabilities39,564 6,883 
Other current liabilities70,643 26,854 
Total current liabilities495,902 594,332 
Long-term Debt, net of Unamortized Premiums, Discounts, and Debt Issuance Costs1,701,771 1,351,050 
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes630,682 579,150 
Regulatory liabilities653,830 664,873 
Asset retirement obligations233,383 182,718 
Accrued pension liability and postretirement benefit cost18,718 56,273 
Operating lease liabilities52,552 75,941 
Other deferred credits246,502 201,415 
Total deferred credits and liabilities1,835,667 1,760,370 
Total liabilities4,033,340 3,705,752 
Commitments and Contingencies (See Note 16)00
Cumulative Preferred Stock
without mandatory redemption requirements ($100 stated value; 10,000,000 shares authorized; issued and outstanding 115,293 shares)11,529 11,529 
Equity:
PNM common stockholder’s equity:
Common stock (no par value; 40,000,000 shares authorized; issued and outstanding 39,117,799 shares)1,547,918 1,494,918 
Accumulated other comprehensive income (loss), net of income taxes(71,936)(78,511)
Retained earnings483,877 388,336 
Total PNM common stockholder’s equity1,959,859 1,804,743 
Non-controlling interest in Valencia55,405 59,009 
Total equity2,015,264 1,863,752 
$6,060,133 $5,581,033 
The accompanying notes, as they relate to PNM, are an integral part of these consolidated financial statements.



B - 2123

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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
 Attributable to PNM    
 
Common
Stock
 AOCI 
Retained
Earnings
 
Total PNM
Common
Stockholder’s
Equity
 
Non-
controlling
Interest
in Valencia
 
Total
Equity
 (In thousands)
Balance at December 31, 2015$1,236,776
 $(71,476) $152,633
 $1,317,933
 $71,407
 $1,389,340
Net earnings (loss)
 
 77,419
 77,419
 14,519
 91,938
Total other comprehensive income (loss)
 (20,952) 
 (20,952) 
 (20,952)
Dividends declared on preferred stock
 
 (528) (528) 
 (528)
Equity contribution from parent28,142
 
 
 28,142
 
 28,142
Dividends declared on common stock
 
 (4,142) (4,142) 
 (4,142)
Valencia’s transactions with its owner
 
 
 
 (17,006) (17,006)
Balance at December 31, 20161,264,918
 (92,428) 225,382
 1,397,872
 68,920
 1,466,792
Reclassification of stranded income taxes resulting from tax reform (Note 18)
 (17,794) 17,794
 
 
 
Net earnings
 
 72,396
 72,396
 15,017
 87,413
Total other comprehensive income (loss)
 13,129
 
 13,129
 
 13,129
Dividends declared on preferred stock
 
 (528) (528) 
 (528)
Dividends declared on common stock
 
 (60,695) (60,695) 
 (60,695)
Valencia’s transactions with its owner
 
 
 
 (17,742) (17,742)
Balance at December 31, 2017, as originally reported1,264,918
 (97,093) 254,349
 1,422,174
 66,195
 1,488,369
Cumulative effect adjustment (Note 9)
 (11,208) 11,208
 
 
 
Balance at January 1, 2018, as adjusted1,264,918
 (108,301) 265,557
 1,422,174
 66,195
 1,488,369
Net earnings
 
 55,211
 55,211
 15,112
 70,323
Total other comprehensive income (loss)
 (2,121) 
 (2,121) 
 (2,121)
Dividends declared on preferred stock
 
 (528) (528) 
 (528)
Dividends declared on common stock
 
 (77,377) (77,377) 
 (77,377)
Valencia’s transactions with its owner
 
 
 
 (17,095) (17,095)
Balance at December 31, 2018$1,264,918
 $(110,422) $242,863
 $1,397,359
 $64,212
 $1,461,571
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

 Attributable to PNM  
Common
Stock
AOCIRetained
Earnings
Total PNM
Common
Stockholder’s
Equity
Non-
controlling
Interest
in Valencia
Total
Equity
 (In thousands)
Balance at December 31, 2018$1,264,918 $(110,422)$242,863 $1,397,359 $64,212 $1,461,571 
Net earnings— — 41,181 41,181 14,241 55,422 
Total other comprehensive income— 11,367 — 11,367 — 11,367 
Dividends declared on preferred stock— — (528)(528)— (528)
Valencia’s transactions with its owner— — — — (15,401)(15,401)
Balance at December 31, 20191,264,918 (99,055)283,516 1,449,379 63,052 1,512,431 
Net earnings— — 146,001 146,001 14,013 160,014 
Total other comprehensive income— 20,544 — 20,544 — 20,544 
Dividends declared on preferred stock— — (528)(528)— (528)
Equity contributions from parent230,000 — — 230,000 — 230,000 
Dividends declared on common stock— — (40,653)(40,653)— (40,653)
Valencia’s transactions with its owner— — — — (18,056)(18,056)
Balance at December 31, 20201,494,918 (78,511)388,336 1,804,743 59,009 1,863,752 
Net earnings— — 156,069 156,069 15,490 171,559 
Total other comprehensive income— 6,575 — 6,575 — 6,575 
Dividends declared on preferred stock— — (528)(528)— (528)
Equity contribution from parent53,000 — — 53,000 — 53,000 
Dividends declared on common stock— — (60,000)(60,000)— (60,000)
Valencia’s transactions with its owner— — — — (19,094)(19,094)
Balance at December 31, 2021$1,547,918 $(71,936)$483,877 $1,959,859 $55,405 $2,015,264 
The accompanying notes, as they relate to PNM, are an integral part of these consolidated financial statements.



B - 2224

Table of Contents





TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
 

 Year Ended December 31,
 2018 2017 2016
 (In thousands)
      
Electric Operating Revenues     
Contracts with customers$340,449
 $328,561
 $314,436
Alternative revenue programs4,199
 12,212
 12,602
Total electric operating revenues344,648
 340,773
 327,038
Operating Expenses:     
Cost of energy85,690
 85,802
 80,882
Administrative and general38,642
 39,828
 39,423
Regulatory disallowances(741) 
 
Depreciation and amortization66,189
 63,146
 61,126
Transmission and distribution costs29,579
 29,206
 26,570
Taxes other than income taxes28,792
 29,187
 27,396
Total operating expenses248,151
 247,169
 235,397
Operating income96,497
 93,604
 91,641
Other Income and Deductions:     
Other income5,487
 4,994
 4,629
Other (deductions)(1,422) (1,443) (1,427)
Net other income and deductions4,065
 3,551
 3,202
Interest Charges32,091
 30,084
 29,335
Earnings before Income Taxes68,471
 67,071
 65,508
Income Taxes16,880
 31,512
 23,836
Net Earnings$51,591
 $35,559
 $41,672
CONSOLIDATED STATEMENTS OF EARNINGS
 Year Ended December 31,
 202120202019
 (In thousands)
Electric Operating Revenues
Contracts with customers$417,509 $391,641 $366,310 
Alternative revenue programs344 (8,463)(2,529)
Total electric operating revenues417,853 383,178 363,781 
Operating Expenses:
Cost of energy113,067 102,074 95,087 
Administrative and general47,820 44,811 40,530 
Regulatory disallowances— — 496 
Depreciation and amortization90,440 87,799 84,259 
Transmission and distribution costs31,489 28,409 26,892 
Taxes other than income taxes34,919 31,632 30,703 
Total operating expenses317,735 294,725 277,967 
Operating income100,118 88,453 85,814 
Other Income and Deductions:
Other income7,176 8,546 5,559 
Other (deductions)(1,768)(1,718)(1,428)
Net other income and (deductions)5,408 6,828 4,131 
Interest Charges33,735 30,388 29,100 
Earnings before Income Taxes71,791 64,893 60,845 
Income Taxes7,912 6,308 5,046 
Net Earnings$63,879 $58,585 $55,799 
The accompanying notes, as they relate to TNMP, are an integral part of these consolidated financial statements.

B - 2325

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TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31,
 2018 2017 2016
 (In thousands)
Cash Flows From Operating Activities:     
Net earnings$51,591
 $35,559
 $41,672
Adjustments to reconcile net earnings to net cash flows from operating activities:     
Depreciation and amortization68,078
 64,939
 62,866
Regulatory disallowances(741) 
 
Deferred income tax expense1,780
 27,275
 12,662
Allowance for equity funds used during construction and other, net(2,048) (1,120) (772)
Changes in certain assets and liabilities:     
Accounts receivable and unbilled revenues(744) (1,427) (2,226)
Materials and supplies907
 (2,069) (245)
Other current assets1,929
 (1,253) (621)
Other assets(7,174) (20,967) (19,126)
Accounts payable(4,199) 2,419
 (2,040)
Accrued interest and taxes12,263
 (15,962) 12,690
Other current liabilities6,719
 (2,236) 298
Other liabilities(6,610) 1,334
 6,822
Net cash flows from operating activities121,751
 86,492
 111,980
Cash Flows From Investing Activities:     
Utility plant additions(223,448) (145,495) (122,518)
Net cash flows from investing activities(223,448) (145,495) (122,518)
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31,
 202120202019
 (In thousands)
Cash Flows From Operating Activities:
Net earnings$63,879 $58,585 $55,799 
Adjustments to reconcile net earnings to net cash flows from operating activities:
Depreciation and amortization91,331 89,010 85,453 
Regulatory disallowances— — 496 
Deferred income tax (benefit)(253)(7,773)(7,650)
Allowance for equity funds used during construction and other, net(3,291)(4,305)(2,808)
Changes in certain assets and liabilities:
Accounts receivable and unbilled revenues(1,167)(695)(2,081)
Materials and supplies(1,175)(241)(967)
Other current assets(6,132)(1,291)(798)
Other assets6,989 8,553 8,366 
Accounts payable338 1,607 1,829 
Accrued interest and taxes(1,533)(530)186 
Other current liabilities620 2,518 771 
Other liabilities5,545 2,135 (1,004)
Net cash flows from operating activities155,151 147,573 137,592 
Cash Flows From Investing Activities:
Utility plant additions(311,909)(321,505)(254,006)
Net cash flows used in investing activities(311,909)(321,505)(254,006)
The accompanying notes, as they relate to TNMP, are an integral part of these consolidated financial statements.


 

B - 2426

Table of Contents




TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31,
 2018 2017 2016
 (In thousands)
      
Cash Flow From Financing Activities:     
Short-term borrowings (repayments), net17,500
 
 (59,000)
Short-term borrowings (repayments) – affiliate, net100
 (4,600) (7,200)
Long-term borrowings95,000
 60,000
 60,000
Equity contribution from parent30,000
 50,000
 50,000
Dividends paid(41,903) (44,389) (31,817)
Other, net(700) (979) (775)
Net cash flows from financing activities99,997
 60,032
 11,208
Change in Cash and Cash Equivalents(1,700) 1,029
 670
Cash and Cash Equivalents at Beginning of Year1,700
 671
 1
Cash and Cash Equivalents at End of Year$
 $1,700
 $671
Supplemental Cash Flow Disclosures:     
Interest paid, net of amounts capitalized$28,629
 $29,251
 $26,766
Income taxes paid, (refunded) net$4,266
 $21,436
 $660
      
Supplemental schedule of noncash investing and financing activities:     
(Increase) decrease in accrued plant additions$1,810
 $(15,737) $(1,271)
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
202120202019
(In thousands)
Cash Flow From Financing Activities:
Revolving credit facilities borrowings (repayments), net$400 $(15,000)$(2,500)
Short-term borrowings (repayments) – affiliate, net— — (100)
Long-term borrowings65,000 185,000 305,000 
Repayment of long-term debt— — (207,302)
Transmission interconnection arrangements32,700 7,402 — 
Refunds paid under transmission interconnection arrangements(7,302)— — 
Equity contribution from parent52,000 71,000 80,000 
Dividends paid— (58,534)(55,265)
Debt issuance costs and other, net(840)(2,136)(2,419)
Net cash flows from financing activities141,958 187,732 117,414 
Change in Cash and Cash Equivalents(14,800)13,800 1,000 
Cash and Cash Equivalents at Beginning of Year14,800 1,000 — 
Cash and Cash Equivalents at End of Year$— $14,800 $1,000 
Supplemental Cash Flow Disclosures:
Interest paid, net of amounts capitalized$31,599 $28,114 $28,055 
Income taxes paid, (refunded) net$13,735 $16,790 $13,611 
Supplemental schedule of noncash investing activities:
(Increase) decrease in accrued plant additions$(9,131)$(11,415)$5,035 
The accompanying notes, as they relate to TNMP, are an integral part of these consolidated financial statements.

B - 2527

Table of Contents





TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS

 December 31,
 2018 2017
 (In thousands)
ASSETS   
Current Assets:   
Cash and cash equivalents$
 $1,700
Accounts receivable24,196
 23,246
Unbilled revenues9,979
 10,186
Other receivables1,721
 2,860
Affiliate receivables164
 336
Materials and supplies4,737
 5,643
Regulatory assets
 794
Other current assets1,114
 1,131
Total current assets41,911
 45,896
Other Property and Investments:   
Other investments206
 220
Non-utility property2,240
 2,240
Total other property and investments2,446
 2,460
Utility Plant:   
Plant in service and plant held for future use1,686,119
 1,504,778
Less accumulated depreciation and amortization487,734
 460,858
 1,198,385
 1,043,920
Construction work in progress51,459
 34,350
Net utility plant1,249,844
 1,078,270
Deferred Charges and Other Assets:   
Regulatory assets138,027
 141,433
Goodwill226,665
 226,665
Other deferred charges6,284
 6,046
Total deferred charges and other assets370,976
 374,144
 $1,665,177
 $1,500,770
CONSOLIDATED BALANCE SHEETS
 December 31,
 20212020
 (In thousands)
ASSETS
Current Assets:
Cash and cash equivalents$— $14,800 
Accounts receivable25,141 25,171 
Unbilled revenues12,977 11,780 
Other receivables4,108 3,703 
Materials and supplies7,119 5,945 
Regulatory assets6,064 202 
Other current assets1,989 1,738 
Total current assets57,398 63,339 
Other Property and Investments:
Other investments136 164 
Non-utility property, including financing leases13,499 13,298 
Total other property and investments13,635 13,462 
Utility Plant:
Plant in service and plant held for future use2,475,859 2,193,270 
Less accumulated depreciation and amortization563,004 537,707 
1,912,855 1,655,563 
Construction work in progress53,401 61,359 
Net utility plant1,966,256 1,716,922 
Deferred Charges and Other Assets:
Regulatory assets85,277 99,837 
Goodwill226,665 226,665 
Operating lease right-of-use assets, net of accumulated amortization5,264 7,206 
Other deferred charges10,277 5,149 
Total deferred charges and other assets327,483 338,857 
$2,364,772 $2,132,580 
The accompanying notes, as they relate to TNMP, are an integral part of these consolidated financial statements.



B - 2628

Table of Contents




TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
 December 31,
 2018 2017
 
(In thousands, except share
information)
LIABILITIES AND STOCKHOLDER’S EQUITY   
Current Liabilities:   
Short-term debt$17,500
 $
Short-term debt – affiliate100
 
Accounts payable23,804
 29,812
Affiliate payables1,210
 667
Accrued interest and taxes41,882
 29,619
Regulatory liabilities3,471
 1,525
Other current liabilities2,861
 2,450
Total current liabilities90,828
 64,073
Long-term Debt, net of Unamortized Premiums, Discounts, and Debt Issuance Costs575,398
 480,620
Deferred Credits and Other Liabilities:   
Accumulated deferred income taxes136,238
 126,415
Regulatory liabilities177,458
 179,137
Asset retirement obligations860
 793
Accrued pension liability and postretirement benefit cost7,394
 7,879
Other deferred credits2,908
 7,448
Total deferred credits and other liabilities324,858
 321,672
Total liabilities991,084
 866,365
Commitments and Contingencies (See Note 16)

 

Common Stockholder’s Equity:   
Common stock ($10 par value; 12,000,000 shares authorized; issued and outstanding 6,358 shares)64
 64
Paid-in-capital534,166
 504,166
Retained earnings139,863
 130,175
Total common stockholder’s equity674,093
 634,405
 $1,665,177
 $1,500,770
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
 December 31,
 20212020
 (In thousands, except share
information)
LIABILITIES AND STOCKHOLDER’S EQUITY
Current Liabilities:
Short-term debt$400 $— 
Accounts payable43,089 33,620 
Affiliate payables6,568 5,883 
Accrued interest and taxes40,005 41,538 
Regulatory liabilities— 2,052 
Operating lease liabilities1,882 2,193 
Other current liabilities4,968 4,486 
Total current liabilities96,912 89,772 
Long-term Debt, net of Unamortized Premiums, Discounts, and Debt Issuance Costs918,050 853,673 
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes157,248 145,369 
Regulatory liabilities187,563 185,355 
Asset retirement obligations763 703 
Accrued pension liability and postretirement benefit cost339 1,828 
Operating lease liabilities3,155 4,779 
Other deferred credits59,185 25,423 
Total deferred credits and other liabilities408,253 363,457 
Total liabilities1,423,215 1,306,902 
Commitments and Contingencies (See Note 16)00
Common Stockholder’s Equity:
Common stock ($10 par value; 12,000,000 shares authorized; issued and outstanding 6,358 shares)64 64 
Paid-in-capital737,166 685,166 
Retained earnings204,327 140,448 
Total common stockholder’s equity941,557 825,678 
$2,364,772 $2,132,580 
The accompanying notes, as they relate to TNMP, are an integral part of these consolidated financial statements.

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TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDER’S EQUITY
 
Common
Stock
Paid-in
Capital
Retained
Earnings
Total
Common
Stockholder’s
Equity
Common
Stock
 
Paid-in
Capital
 
Retained
Earnings
 
Total
Common
Stockholder’s
Equity
(In thousands)
Balance at December 31, 2018Balance at December 31, 2018$64 $534,166 $139,863 $674,093 
(In thousands)
Balance at December 31, 2015$64
 $404,166
 $129,150
 $533,380
Net earnings
 
 41,672
 41,672
Net earnings— — 55,799 55,799 
Equity contribution from parent
 50,000
 
 50,000
Equity contribution from parent— 80,000 — 80,000 
Dividends declared on common stock
 
 (31,817) (31,817)Dividends declared on common stock— — (55,265)(55,265)
Balance at December 31, 201664
 454,166
 139,005
 593,235
Balance at December 31, 2019Balance at December 31, 201964 614,166 140,397 754,627 
Net earnings
 
 35,559
 35,559
Net earnings— — 58,585 58,585 
Equity contributions from parent
 50,000
 
 50,000
Equity contributions from parent— 71,000 — 71,000 
Dividends declared on common stock
 
 (44,389) (44,389)Dividends declared on common stock— — (58,534)(58,534)
Balance at December 31, 201764
 504,166
 130,175
 634,405
Balance at December 31, 2020Balance at December 31, 202064 685,166 140,448 825,678 
Net earnings
 
 51,591
 51,591
Net earnings— — 63,879 63,879 
Equity contributions from parent
 30,000
 
 30,000
Equity contributions from parent— 52,000 — 52,000 
Dividends declared on common stock
 
 (41,903) (41,903)
Balance at December 31, 2018$64
 $534,166
 $139,863
 $674,093
Balance at December 31, 2021Balance at December 31, 2021$64 $737,166 $204,327 $941,557 
The accompanying notes, as they relate to TNMP, are an integral part of these consolidated financial statements.

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

(1)Summary of the Business and Significant Accounting Policies
(1)Summary of the Business and Significant Accounting Policies

Nature of Business

PNMR is an investor-owned holding company with two2 regulated utilities providing electricity and electric services in New Mexico and Texas. PNMR’s primary subsidiaries are PNM and TNMP. PNM is a public utility with regulated operations primarily engaged in the generation, transmission, and distribution of electricity. TNMP is a wholly-owned subsidiary of TNP, which is a holding company that is wholly-owned by PNMR. TNMP provides regulated transmission and distribution services in Texas. PNMR’s common stock trades on the New York Stock Exchange under the symbol PNM. On October 20, 2020, PNMR, Avangrid, and Merger Sub, entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into PNMR (the “Merger”), with PNMR surviving the Merger as a wholly-owned subsidiary of Avangrid. See Note 22.

Financial Statement Preparation and Presentation

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could ultimately differ from those estimated.

The Notes to Consolidated Financial Statements include disclosures for PNMR, PNM, and TNMP. This report uses the term “Company” when discussing matters of common applicability to PNMR, PNM, and TNMP. Discussions regarding only PNMR, PNM, or TNMP are so indicated.

Certain amounts in the 20172020 and 20162019 Consolidated Financial Statements and Notes thereto have been reclassified to conform to the 20182021 financial statement presentation.

GAAP defines subsequent events as events or transactions that occur after the balance sheet date but before financial statements are issued or are available to be issued. Based on their nature, magnitude, and timing, certain subsequent events may be required to be reflected at the balance sheet date and/or required to be disclosed in the financial statements. The Company has evaluated subsequent events as required by GAAP.

Principles of Consolidation

The Consolidated Financial Statements of each of PNMR, PNM, and TNMP include their accounts and those of subsidiaries in which that entity owns a majority voting interest. PNM also consolidates Valencia (Note 10) and, through January 15, 2016, the PVNGS Capital Trust.. PNM owns undivided interests in several jointly-owned power plants and records its pro-rata share of the assets, liabilities, and expenses for those plants. The agreements for the jointly-owned plants provide that if an owner were to default on its payment obligations, the non-defaulting owners would be responsible for their proportionate share of the obligations of the defaulting owner. In exchange, the non-defaulting owners would be entitled to their proportionate share of the generating capacity of the defaulting owner. There have been no such payment defaults under any of the agreements for the jointly-owned plants.

PNMR shared services’Services Company expenses, which represent costs that are primarily driven by corporate level activities, are charged to the business segments. These services are billed at cost and are reflected as general and administrative expenses in the business segments. Other significant intercompany transactions between PNMR, PNM, and TNMP include intercompany loans, interest and income tax sharing payments, as well as equity transactions, and interconnection billings. All intercompany transactions and balances have been eliminated. See Note 20.
 
Accounting for the Effects of Certain Types of Regulation


The Company maintains its accounting records in accordance with the uniform system of accounts prescribed by FERC and adopted by the NMPRC and PUCT.


Certain of the Company’s operations are regulated by the NMPRC, PUCT, and FERC and the provisions of GAAP for rate-regulated enterprises are applied to the regulated operations. Regulators may assign costs to accounting periods that differ from accounting methods applied by non-regulated utilities.  When it is probable that regulators will permit recovery of costs through future rates, costs are deferred as regulatory assets that otherwise would be expensed.  Likewise, regulatory liabilities are recognized when it is probable that regulators will require refunds through future rates or when revenue is collected for

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

recognized when it is probable that regulators will require refunds through future rates or when revenue is collected for expenditures that have not yet been incurred.  GAAP also provides for the recognition of revenue and regulatory assets and liabilities associated with “alternative revenue programs” authorized by regulators. Such programs allow the utility to adjust future rates in response to past activities or completed events, if certain criteria are met, even for programs that do not otherwise qualify for recognition of regulatory assets and liabilities.met. Regulatory assets and liabilities are amortized into earnings over the authorized recovery period. Accordingly, the Company has deferred certain costs and recorded certain liabilities pursuant to the rate actions of the NMPRC, PUCT, and FERC. Information on regulatory assets and regulatory liabilities is contained in Note 13.


In some circumstances, regulators allow a requested increase in rates to be implemented, subject to refund, before the regulatory process has been completed and a decision rendered by the regulator. When this occurs, the Company assesses the possible outcomes of the rate proceeding. The Company records a provision for refund to the extent the amounts being collected, subject to refund, exceed the amount the Company determines is probable of ultimately being allowed by the regulator.


Cash and Restricted Cash


Cash deposits received and held for a period of time that are restricted to a specific purpose, under the terms of their effective agreements, are considered restricted cash. Investments in highly liquid investments with original maturities of three months or less at the date of purchase are considered cash and cash equivalents. In November 2016, the FASB issued Accounting Standards Update 2016-18 - Statement of Cash Flows (Topic 230), which requires amounts generally described asAt December 31, 2021 and 2020 there was no restricted cash for PNMR, PNM, and restricted cash equivalents (collectively, “restricted cash”) to be included with cash and cash equivalents when reconciling the beginning of period and end of period amounts shown on the statements of cash flows and adds disclosures necessary to reconcile such amounts to cash and cash equivalents on the balance sheets. ASU 2016-18 does not require that restricted cash be reflected as cash in the statement of financial position and does not provide a definition of what should be considered restricted cash.TNMP.

As of January 1, 2016, PNM held a deposit of $8.2 million from a third party that was restricted for PNM’s construction of transmission interconnection facilities for that party. During 2016, PNM utilized $7.2 million of such third-party deposits to offset construction costs for the interconnection facilities. The remaining $1.0 million was held as restricted cash until the second quarter of 2017, at which time a refund was made to the third party. The balances of this deposit arrangement were included in other current assets on the balance sheets of PNMR and PNM. Under the terms of the BTMU Term Loan agreement (Note 7), all cash of NM Capital was restricted to be used for payments required under that agreement or for taxes and fees. On May 22, 2018, Westmoreland repaid the Westmoreland Loan in full. NM Capital used a portion of the proceeds to repay all of its obligations under the BTMU Term Loan. These payments effectively terminated the loan agreements (Note 10). Cash held by NM Capital was included in cash and cash equivalents on the balance sheets of PNMR and was less than $0.1 million at December 31, 2017.

The Company adopted ASU 2016-18 as of January 1, 2018, its required effective date. Upon adoption, ASU 2016-18 requires the use of a retrospective transition method for the statement of cash flows in each period presented. Accordingly, PNM made retrospective adjustments to its Consolidated Statements of Cash Flows to increase beginning cash, restricted cash, and equivalents by $8.2 million at January 1, 2016 and by $1.0 million January 1, 2017, and to reduce operating cash in-flows - other current assets by $7.2 million for the year ended December 31, 2016 and by $1.0 million for the year ended December 31, 2017. In addition, the beginning and ending balances of cash, restricted cash, and equivalents are presented on the Consolidated Statements of Cash Flows. No other changes were made to the Consolidated Financial Statements in connection with the adoption of ASU 2016-18.
Utility Plant

Utility plant is stated at original cost whichand includes capitalized payroll-related costs such as taxes, pension, other fringe benefits, administrative costs, and AFUDC, where authorized by rate regulation, or capitalized interest.

Repairs, including major maintenance activities, and minor replacements of property are expensed when incurred, except as required by regulators for ratemaking purposes. Major replacements are charged to utility plant. Gains, losses, and costs to remove resulting from retirements or other dispositions of regulated property in the normal course of business are credited or charged to accumulated depreciation.

PNM and TNMP may receive reimbursements, referred to as CIAC, from customers to pay for all or part of certain construction projects to the extent thatthe project does not benefit regulated customers in general. PNM and TNMP account for these

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

reimbursements as offsets to utility plant additions based on the requirements of the NMPRC, FERC, and PUCT. Due to the PUCT’s regulatory treatment of CIAC reimbursements, TNMP also receives a financing component that is recognized as other income on the Consolidated Statements of Earnings. Under the NMPRC regulatory treatment, PNM typically does not receive a financing component.

Depreciation and Amortization

PNM’s provision for depreciation and amortization of utility plant, other than nuclear fuel, is based upon straight-line rates approved by the NMPRC and FERC. Amortization of nuclear fuel is based on units-of-production. TNMP’s provision for depreciation and amortization of utility plant is based upon straight-line rates approved by the PUCT. Depreciation and amortization of non-utility property, including right-of-use assets for finance leases as discussed in Note 8, is computed based on the straight-line method. The provision for depreciation of certain equipment is allocated between operating expenses and construction projects based on the use of the equipment. Average straight-line rates used were as follows:

Year ended December 31Year ended December 31,
2018 2017 2016202120202019
PNM     PNM
Electric plant2.40% 2.52% 2.33%Electric plant2.48 %2.47 %2.47 %
Common, intangible, and general plant8.18% 8.36% 5.40%Common, intangible, and general plant7.91 %7.65 %7.91 %
TNMP3.49% 3.57% 3.66%TNMP3.88 %3.95 %4.04 %

Allowance for Funds Used During Construction

As provided by the FERC uniform systems of accounts, AFUDC is charged to regulated utility plant for construction projects. This allowance is designed to enable a utility to capitalize financing costs during periods of construction of property
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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
subject to rate regulation. It represents the cost of borrowed funds (allowance for borrowed funds used during construction or “debt AFUDC”) and a return on other funds (allowance for equity funds used during construction or “equity AFUDC”). The debt AFUDC is recorded in interest charges and the equity AFUDC is recorded in other income on the Consolidated Statements of Earnings.

For the years ended December 31, 2018, 2017,2021, 2020, and 2016,2019, PNM recorded $6.1$3.4 million,, $6.3 $3.0 million,, and $5.3$5.0 million of debt AFUDC at annual rates of 1.70%, 2.40%, and $8.22.99% and $9.9 million, $8.7$7.0 million, and $4.2$6.7 million of equity AFUDC.AFUDC at annual rates of 4.94%, 3.42%, and 3.95%. For the years ended December 31, 2021, 2020, and 2019, TNMP recorded $2.3$1.6 million,, $1.2 $2.1 million,, and $0.9$2.4 million of debt AFUDC at rates of 1.80%, 2.20%, and $2.23.23% and $3.3 million, $0.9$4.3 million, and $0.8$2.8 million of equity AFUDC.
Capitalized Interest
The Company capitalizes interest on its construction projects and major computer software projects not subject to the computationAFUDC at rates of AFUDC. Capitalized interest is recorded in interest charges. Interest was capitalized at the overall weighted average borrowing rate of 5.6%3.67%, 5.9%4.42%, and 6.1% for 2018, 2017, and 20163.78%. In 2018, 2017, and 2016, capitalized interest was $0.6 million, $1.3 million, and $1.8 million for PNMR consolidated; $0.2 million, $0.6 million, and $0.8 million for PNM; and less than $0.1 million, less than $0.1 million, and $0.1 million for TNMP.

Materials, Supplies, and Fuel Stock

Materials and supplies relate to transmission, distribution, and generating assets. Materials and supplies are charged to inventory when purchased and are expensed or capitalized as appropriate when issued. Materials and supplies are valued using an average costing method. Coal is valued using a rolling weighted average costing method that is updated based on the current period cost per ton. Periodic aerial surveys are performed on the coal piles and adjustments are made. Average cost is equal to net realizable value under the ratemaking process.

Inventories consisted of the following at December 31:31:

PNMR PNM TNMP PNMRPNMTNMP
2018 2017 2018 2017 2018 2017 202120202021202020212020
(In thousands) (In thousands)
Coal$22,777
 $16,714
 $22,777
 $16,714
 $
 $
Coal$2,973 $12,012 $2,973 $12,012 $— $— 
Materials and supplies49,057
 49,788
 44,320
 44,145
 4,737
 5,643
Materials and supplies62,088 54,405 54,969 48,460 7,119 5,945 
$71,834
 $66,502
 $67,097
 $60,859
 $4,737
 $5,643
$65,061 $66,417 $57,942 $60,472 $7,119 $5,945 

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Table of Contents
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016


Investments
In 1985 and 1986, PNM entered into eleven operating leases for interests in certain PVNGS generation facilities (Note 8). The 10.3% and 10.15% lessor notes that were issued by the owners of the assets subject to these leases were subsequently purchased and held by the PVNGS Capital Trust, which was consolidated by PNM. The PVNGS Capital Trust held certain of the lessor notes to their maturities in January 2015 and January 2016. Upon final maturity of the lessor notes, the PVNGS Capital Trust ceased to exist. The PVNGS lessor notes were carried at amortized cost.
PNM holds investment securities in the NDT for the purpose of funding its share of the decommissioning costs of PVNGS and trusts for PNM’s share of final reclamation costs related to the coal mines serving SJGS and Four Corners (Note 16). Prior to 2018, PNM classified allInvestments (both equity and available-for-sale debt and equity investments held in the NDT and coal mine reclamation trusts as available-for-sale securities. Effective January 1, 2018, the Company adopted Accounting Standards Update 2016-01 Financial Instruments (Subtopic 825-10), which eliminates the requirement to classify investments in equity securities with readily determinable fair values into trading or available-for-sale categories and requires those equity securities to besecurities) are measured at fair market value on a quarterly basis with changes in fair value for equity securities recognized in net income rather than in OCI. Under ASU 2016-01, the accountingearnings for available-for-sale debt securities remains essentially unchanged. See Note 9. PNM evaluates the securities for impairment on an on-going basis.that period. Since third party investment managers have sole discretion over the purchase and salessale of the securities, PNM records a realized loss as an impairment for any available-for-sale debt security that has a market value thatwhich is less than cost at the end of each quarter. For the yearyears ended December 31, 2018,2021, 2020 and 2019, PNM recorded impairment losses on the available-for-sale debt securities of $13.7 million. For the years ended December 31, 2017, and 2016, PNM recorded impairment losses on the available-for-sale securities, which included both debt and equity securities, of $7.1$(0.7) million, $3.2 million and $13.9$5.7 million. No gains or losses are deferred as regulatory assets or liabilities. Through December 31, 2017, unrealized gains on available-for-sale securities, net of related tax effects, are included in OCISee Notes 3 and AOCI. In accordance with ASU 2016-01, unrealized gains on equity securities, net of related tax effects, were reclassified from AOCI to retained earnings on January 1, 2018. For the year ended December 31, 2018, unrealized gains recognized in OCI and AOCI, net of related tax effects, are related only to the available-for sale debt securities. These investments are primarily comprised of international, United States, state, and municipal government obligations and corporate debt securities.9. All investments are held in PNM’s name and are in the custody of major financial institutions. The specific identification method is used to determine the cost of securities disposed of, with realized gains and losses reflected in other income and deductions.


InvestmentPNM records a realized loss as an impairment for any available-for-sale debt security that has a fair value that is less than its carrying value. As a result, the Company has no available-for-sale debt securities for which carrying value exceeds fair value and there are no impairments considered to be “other than temporary” that are included in NM Renewable Development, LLC

On September 22, 2017, PNMR DevelopmentAOCI and AEP OnSite Partners created NMRD to pursue the acquisition, development,not recognized in earnings. All gains and ownership of renewable energy generation projects, primarilylosses resulting from sales and changes in the state of New Mexico. PNMR Development and AEP OnSite Partners each have a 50% ownership interest in NMRD. In December 2017, PNMR Development made a contribution to NMRD of its interest in three 10 MW solar facilities it was constructing and assigned its interests in several agreements related to those facilities to NMRD. The facilities had a bookfair value of $24.8 million, which approximated fair value at that time. AEP OnSite Partners made a cash contribution to NMRD equal to 50% of the value of the 30 MW solar capacity, amounting to $12.4 million, which cash was then distributed from NMRD to PNMR Development. During 2018 and 2017, PNMR Development and AEP OnSite Partners each made contributions of $9.6 million and $4.1 million to NMRD for its construction activities. At December 31, 2018, NMRD’s renewable energy capacityequity securities are recognized immediately in operation is 33.9 MW, which includes 30 MW to supply energy to serve a data center in PNM’s service territory (Note 17) and 3.9 MW to supply energy to electric cooperatives located in New Mexico. earnings.

Equity Method Investment

PNMR accounts for its investment in NMRD using the equity method of accounting because PNMR’s ownership interest results in significant influence, but not control, over NMRD and its operations.  PNMR records as income its percentage share of earnings or loss of NMRD and carries its investment at cost, adjusted for its share of undistributed earnings or losses. See Note 21.

For the year ended December 31, 2018, NMRD had revenues of $3.1 million and net earnings of $1.0 million. For the year ended December 31, 2017, NMRD revenues, expenses, and net income were each less than $0.1 million. At December 31, 2018 and 2017, NMRD had $2.6 million and $6.0 million of current assets, $50.8 million and $30.9 million of property, plant, and equipment and other assets, $0.2 million and $3.9 million of current liabilities, and $53.2 million and $33.0 million of owners’ equity.
Goodwill
Under GAAP, the
The Company does not amortize goodwill. Goodwill is evaluated for impairment annually, or more frequently if events and circumstances indicate that the goodwill might be impaired. See Note 19.

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019


Asset Impairment

Tangible long-lived assets and right-of-use assets associated with leases are evaluated in relation to the estimated future undiscounted cash flows to assess recoverability when events and circumstances indicate that the assets might be impaired. See Note 16.

Revenue Recognition

See Note 4 for a discussion of electric operating revenues.

Accounts Receivable and Allowance for Uncollectible AccountsCredit Losses
Accounts
See Note 4 for a discussion of accounts receivable consists primarily of trade receivables from customers. In the normal course of business, credit is extended to customers on a short-term basis. The Company calculatesand the allowance for uncollectible accounts based on historical experience and estimated default rates. The accounts receivable balances are reviewed monthly and adjustments to the allowance for uncollectible accounts and bad debt expense are made as necessary. Amounts that are deemed uncollectible are written off.credit losses.

Amortization of Debt Acquisition Costs

Discount, premium, and expense related to the issuance of long-term debt are amortized over the lives of the respective issues. Gains and losses incurred upon the early retirement of long-term debt are recognized in other income or other deductions, except for amounts recoverable through NMPRC, FERC, or PUCT regulation, which are recorded as regulatory assets or liabilities and amortized over the lives of the respective issues. Unamortized debt premium, discount, and expense related to long-term debt are reflected as part of the debt liabilitiesrelated liability on the Consolidated Balance Sheets.

Derivatives

The Company records derivative instruments, including energy contracts, on the balance sheet as either an asset or liability measured at their fair value. GAAP requires that changesChanges in the derivatives’ fair value beare recognized currently in earnings unless specific hedge accounting criteria are met. For qualifying hedges, an entity must formally document, designate, and assess the effectiveness ofPNM also records certain commodity derivative transactions that receive hedge accounting. GAAP provides that the effective portion of the gainrecoverable through NMPRC regulation as regulatory assets or loss on a derivative instrument designated and qualifying as a cash flow hedging instrument be reported as a component of AOCI and be reclassified into earnings in the period during which the hedged forecasted transaction affects earnings.liabilities. See Note 7 and Note 9.

The Company treats all forward commodity purchases and sales contracts subject to unplanned netting or “book-out” by the transmission provider as derivative instruments subject to mark-to-market accounting. GAAP provides guidance on whether realized gains and losses on derivative contracts not held for trading purposes should be reported on a net or gross basis and concludes such classification is a matter of judgment that depends on the relevant facts and circumstances. See Note 4.

Decommissioning and Reclamation Costs
In accordance with GAAP,
PNM is only required to recognize and measure decommissioning liabilities for tangible long-lived assets for which a legal obligation exists. Nuclear decommissioning costs and related accruals are based on periodic site-specific estimates of the costs for removing all radioactive and other structures at PVNGS and are dependent upon numerous assumptions, including estimates of future decommissioning costs at current price levels, inflation rates, and discount rates. PNM’s accruals for PVNGS Units 1, 2, and 3, including portions held under leases, have been made based on such estimates, the guidelines of the NRC, and the extended PVNGS license periods. PVNGS Units 1 and 2 are included in PNM’s retail rates and PVNGS Unit 3 was excluded through December 31, 2017, but is included in retail rates beginning in 2018. See Note 16 and Note 17. See Note 17 for information concerning the treatment of nuclear decommissioning costs for thecertain purchased and leased portions of PVNGS in the NMPRC’s order in PNM’s NM 2015 Rate Case and the NM Supreme Court’s decision on PNM’s appeal of that order.

In connection with both the SJGS and Four Corners coal supply agreements, the owners are required to reimburse the mining companies for the cost of contemporaneous reclamation, as well as the costs for final reclamation of the coal mines. The reclamation costs are based on periodic site-specific studies that estimate the costs to be incurred in the future and are dependent upon numerous assumptions, including estimates of future reclamation costs at current price levels, inflation rates, and discount rates. PNM considers the contemporaneous reclamation costs part of the cost of its delivered coal costs. See Note 16 for a discussion of reclamation costs.

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016


Environmental Costs

The normal operations of the Company involve activities and substances that expose the Company to potential liabilities under laws and regulations protecting the environment. Liabilities under these laws and regulations can be material
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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and in some instances2019
and may be imposed without regard to fault, or may be imposed for past acts, even though the past acts may have been lawful at the time they occurred.

The Company records its environmental liabilities when site assessments or remedial actions are probable and a range of reasonably likely cleanup costs can be estimated. The Company reviews its sites and measures the liability by assessing a range of reasonably likely costs for each identified site using currently available information and the probable level of involvement and financial condition of other potentially responsible parties. These estimates are based on assumptions regarding the costs for site investigations, remediation, operations and maintenance, monitoring, and site closure. The ultimate cost to clean up the Company’s identified sites may vary from its recorded liability due to numerous uncertainties inherent in the estimation process. Amounts recorded for environmental expense in the years ended December 31, 2018, 2017,2021, 2020, and 2016,2019, as well as the amounts of environmental liabilities at December 31, 20182021 and 20172020 were insignificant.

Pension and Other Postretirement Benefits

See Note 11 for a discussion of pension and postretirement benefits expense, including a discussion of the actuarial assumptions.

Stock-Based Compensation

See Note 12 for a discussion of stock-based compensation expense.

Income Taxes

Income taxes are recognized using the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying value of existing assets and liabilities and their respective tax basis. In accordance with GAAP, allAll deferred taxes are reflected as non-current on the Consolidated Balance Sheets. Current NMPRC, FERC, and PUCT approved rates include the tax effects of the majority of these differences. GAAP requires that rate-regulatedRate-regulated enterprises are required to record deferred income taxes for temporary differences accorded flow-through treatment at the direction of a regulatory commission. The resulting deferred tax assets and liabilities are recorded based on the expected cash flow to be reflected in future rates. Because the NMPRC, FERC, and the PUCT have consistently permitted the recovery of tax effects previously flowed-through earnings, the Company has established regulatory liabilitiesassets and assetsliabilities offsetting such deferred tax assets and liabilities. The Company recognizes only the impact of tax positions that, based on their merits, are more likely than not to be sustained upon an IRS audit. The Company defers investment tax credits and amortizes them over the estimated useful lives of the assets. See Note 18 for additional information, including a discussion of the impacts of the Tax Act.


The Company makes an estimate of its anticipated effective tax rate for the year as of the end of each quarterly period within its fiscal year. In interim periods, income tax expense is calculated by applying the anticipated annual effective tax rate to year-to-date earnings before taxes, which includes the earnings attributable to the Valencia non-controlling interest. GAAP also provides that certaintaxes. Certain unusual or infrequently occurring items, as well as adjustments due to enactment of new tax laws, behave been excluded from the estimated annual effective tax rate calculation.


New Accounting PronouncementsLease Commitments


Information concerning recently issued accounting pronouncements that have not been adopted by the Company is presented below. The Company does not expect difficulty in adopting these standards by their required effective dates.

Accounting Standards Update 2016-02 Leases (Topic 842)

In February 2016, the FASB issued ASU 2016-02 to provide guidance on the recognition, measurement, presentation, and disclosure of leases. Effective January 1, 2019, ASU 2016-02 requires that a liability be recorded on the balance sheet for all

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

leases, based on the present value of future lease obligations. A corresponding right-of-use asset will also be recorded. Amortization of the lease obligation and the right-of-use asset for certain leases, primarily those classified as operating leases, will be on a straight-line basis and other leases will be required to be accounted for as financing arrangements, which are recorded in a manner that is similar to the accounting for capital leases under current GAAP. ASU 2016-02 also revises certain disclosure requirements. ASU 2016-02 allows entities to apply certain practical expedients to arrangements that exist upon adoption of the standard and provides for other practical expedients that can be applied to leases commencing after the date of adoption.

As discussed inSee Note 8 the Company has operating leasesfor a discussion of office buildings, vehicles, and equipment. PNM also has operating lease interests in PVNGS Units 1 and 2 that will expire in January 2023 and 2024. In addition, the Company routinely enters into land easements and right-of-way agreements but only one such agreement with the Navajo Nation has been accounted for as a lease under current guidance. The Company will elect to use many of the practical expedients available upon adoption of the standard. As a result, the Company will continue to account for its leases, including its land lease agreement with the Navajo Nation, existing as of January 1, 2019 as operating leases until they expire or a modified. The Company will also elect the use of the practical expedient related to retrospective application of the standard and will adopt the standard prospectively, rather than restating prior periods to conform to the new guidance.commitments.

As of January 1, 2019, PNMR, PNM, and TNMP will record operating lease obligations and corresponding right-of-use assets aggregating approximately $160 million, $146 million, and $12 million. These amounts reflect anticipated future cash flows associated with each operating lease, including the 2018 consumer price index requirement for the right-of-way lease on the Navajo Nation, discounted at PNMR’s, PNM’s, and TNMP’s fully collateralized borrowing rates, except for fleet operating leases which contain specified interest rates. The Company anticipates the majority of its fleet leases, and certain of its leases for office equipment, commencing after the effective date of the new standard will be recorded as financing leases. After the date of adoption, the Company anticipates it will elect the use of the practical expedient to combine the lease and non-lease components for its fleet and office building leases, and to elect the practical expedient allowing leases with expected terms of less than one-year to not be recorded on its Consolidated Balance Sheets. The standard also expands disclosure requirements related to leases, which will be provided beginning in 2019.

(2)Segment Information
Accounting Standards Update 2016-13 Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

In June 2016, the FASB issued ASU 2016-13, which changes the way entities recognize impairment of many financial assets, including accounts receivable and investments in debt securities, by requiring immediate recognition of estimated credit losses expected to occur over the remaining lives of the assets. In November 2018, the FASB clarified that receivables arising from operating leases are not within the scope of Topic 326 for assets measured at amortized costs. Instead, impairments of receivables arising from operating leases should be accounted for in accordance with Topic 842. The Company anticipates adopting ASU 2016-13 effective as of January 1, 2020, its required effective date. The Company is in the process of analyzing the impacts of this new standard but does not anticipate it will have a significant impact on its financial statements.


Accounting Standards Update 2017-04 Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment

In January 2017, the FASB issued ASU 2017-04 to simplify the annual goodwill impairment assessment process. Currently, the first step of a quantitative impairment test requires an entity to compare the fair value of each reporting unit containing goodwill with its carrying value (including goodwill). If as a result of this analysis, the entity concludes there is an indication of impairment in a reporting unit having goodwill, the entity is required to perform the second step of the impairment analysis, determining the amount of goodwill impairment to be recorded. The amount is calculated by comparing the implied fair value of the goodwill to its carrying amount. This exercise requires the entity to allocate the fair value determined in step one to the individual assets and liabilities of the reporting unit. Any remaining fair value would be the implied fair value of goodwill on the testing date. To the extent the recorded amount of goodwill of a reporting unit exceeds the implied fair value determined in step two, an impairment loss would be reflected in results of operations. ASU 2017-04 eliminates the second step of the impairment analysis. Accordingly, if the first step of a quantitative goodwill impairment analysis performed after adoption of ASU 2017-04 indicates that the fair value of a reporting unit is less than its carrying value, the goodwill of that reporting unit would be impaired to the extent of that

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

difference. The Company anticipates it will adopt ASU 2017-04 for impairment testing after January 1, 2020, its required effective date, although early adoption is permitted. However, if there is an indication of potential impairment of goodwill as a result of an impairment assessment prior to 2020, the Company will evaluate the impact of ASU 2017-04 and could elect to early adopt this standard.

Accounting Standards Update 2017-12 Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities

In August 2017, the FASB issued ASU 2017-12 to better align hedge accounting with an organization’s risk management activities and to simplify the application of hedge accounting guidance. ASU 2017-12 is effective for the Company on January 1, 2019 although early adoption is permitted. At adoption, ASU 2017-12 is to be applied prospectively and allows entities to record a cumulative-effect adjustment at the transition date as well as allowing entities to elect certain practical expedients upon adoption. As discussed in Note 7, the Company periodically enters into, and designates as cash flow hedges, interest rate swaps to hedge its exposure to changes in interest rates. In addition, as discussed in Note 9, the Company enters into various derivative instruments to economically hedge the risk of changes in commodity prices, which are not currently designated as cash flow hedges. Beginning on January 1, 2018, PNM’s capacity in PVNGS Unit 3 is being used as a resource to serve NM retail customers (Note 16). As a result, the Company’s exposure to fluctuations in commodity prices, as well as its use of economic hedging transactions, has been significantly reduced. The Company will adopt ASU 2017-12 on its January 1, 2019 effective date and does not anticipate the changes will have a significant impact on the Company’s financial statements.

Accounting Standards Update 2018-13 – Fair Value Measurements (Topic 820) Disclosure Framework: Changes to the Disclosure Requirements for Fair Value Measurements

In August 2018, the FASB issued ASU 2018-13 to improve fair value disclosures. ASU 2018-13 eliminates certain disclosure requirements related to transfers between Levels 1 and 2 of the fair value hierarchy and the requirement to disclose the valuation process for Level 3 fair value measurements. ASU 2018-13 also amends certain disclosure requirements for investments measured at net asset value and requires new disclosures for Level 3 investments, including a new requirement to disclose changes in unrealized gains or losses recorded in OCI related to Level 3 fair value measurements. ASU 2018-13 is effective for the Company beginning on January 1, 2020 and permits entities to adopt all or certain elements of the new guidance prior to its effective date. ASU 2018-13 requires retrospective application, except for the new disclosures related to Level 3 investments which are to be applied prospectively. As discussed in Note 9, PNM and TNMP have investment securities in trusts for decommissioning, reclamation, pension benefits, and other postretirement benefits, which are measured at fair value. Certain investments in these trusts are measured at net asset value per share. These trusts also hold Level 3 investments. The Company is evaluating the requirements of ASU 2018-13, but does not anticipate it will have a significant impact on the Company’s fair value disclosures.

Accounting Standards Update 2018-14 – Compensation - Retirement Benefits - Defined Benefit Plans (Topic 715) Disclosure Framework: Changes to the Disclosure Requirements for Defined Benefit Plans

In August 2018, the FASB issued ASU 2018-14 to improve benefit plan sponsors’ disclosures for defined benefit pension and other post-employment benefit plans. ASU 2018-14 removes the requirement to disclose the amounts in other comprehensive income expected to be recognized as benefit cost over the next fiscal year and the requirement to disclose the impact of a one-percentage-point change in the assumed health care cost trend rate; clarifies the disclosure requirements for plans with assets that are less than their projected benefit, or accumulated benefit obligation; and requires significant gains and losses affecting benefit obligations during the period be disclosed. ASU 2018-14 is effective for the Company on January 1, 2021, although early adoption is permitted, and requires retrospective application. As discussed in Note 11, PNM and TNMP maintain qualified defined benefit, other postretirement benefit plans providing medical and dental benefits, and executive retirement programs. The Company is in the process of evaluating the requirements of ASU 2018-14 but does not anticipate these changes will have a significant impact on the Company’s defined benefit and other postretirement benefit plan disclosures.

Accounting Standards Update 2018-15 – Intangibles - Goodwill and Other - Internal Use Software (Topic 350): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract

In August 2018, the FASB issued ASU 2018-15 to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for implementation costs incurred to develop or obtain internal-use software. Under ASU 2018-15, entities are required to capitalize implementation costs for hosting arrangements if

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

those costs meet the capitalization requirements for internal-use software arrangements. ASU 2018-15 requires entities to present cash flows, capitalized costs, and amortization expense in the same financial statement line items as other costs incurred for such hosting arrangements. ASU 2018-15 is effective for the Company on January 1, 2020, although early adoption is permitted, and allows entities to apply the new requirements retrospectively or prospectively. The Company is in the process of analyzing the impacts of this new standard.

Accounting Standards Update 2018-18 - Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606
In November 2018, the FASB issued ASU 2018-18 to clarify transactions between collaborative arrangement participants that should be recognized as revenue under Topic 606. ASU 2018-18 is effective for the Company on January 1, 2020, although early adoption is permitted, and requires retrospective application. The Company has collaborative arrangements related to its interests in SJGS, Four Corners, PVNGS, and Luna. The Company believes its current accounting practices comply with the requirements of ASU 2018-18 but is in the process of analyzing the impacts of the new standard.

(2)Segment Information
The following segment presentation is based on the methodology that management uses for making operating decisions and assessing performance of its various business activities. A reconciliation of the segment presentation to the GAAP financial statements is provided.

PNM

PNM includes the retail electric utility operations of PNM that are subject to traditional rate regulation by the NMPRC. PNM provides integrated electricity services that include the generation, transmission, and distribution of electricity for retail electric customers in New Mexico. PNM also includes the generation and sale of electricity into the wholesale market, as well as providing transmission services to third parties. The sale of electricity includes the asset optimization of PNM’s
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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
jurisdictional capacity as well as the capacity excluded from retail rates. FERC has jurisdiction over wholesale power and transmission rates.

TNMP

TNMP is an electric utility providing services in Texas under the TECA. TNMP’s operations are subject to traditional rate regulation by the PUCT. TNMP provides transmission and distribution services at regulated rates to various REPs that, in turn, provide retail electric service to consumers within TNMP’s service area. TNMP also provides transmission services at regulated rates to other utilities that interconnect with TNMP’s facilities.

Corporate and Other

The Corporate and Other segment includes PNMR holding company activities, primarily related to corporate level debt and PNMR Services Company. The activities of PNMR Development, NM Capital, and the equity method investment in NMRD are also included in Corporate and Other. Eliminations of intercompany income and expense transactions are reflected in the Corporate and Other segment.

PNMR SEGMENT INFORMATION

The following tables present summarized financial information for PNMR by segment. PNM and TNMP each operate in only one1 segment. Therefore, tabular segment information is not presented for PNM and TNMP.

2021PNMTNMPCorporate
and Other
PNMR Consolidated
 (In thousands)
Electric operating revenues$1,362,020 $417,853 $— $1,779,873 
Cost of energy531,786 113,067 — 644,853 
Utility margin830,234 304,786 — 1,135,020 
Other operating expenses438,372 114,228 (9,840)542,760 
Depreciation and amortization170,365 90,440 23,302 284,107 
Operating income (loss)221,497 100,118 (13,462)308,153 
Interest income14,605 — 57 14,662 
Other income (deductions)13,809 5,408 (726)18,491 
Interest charges(51,360)(33,735)(11,782)(96,877)
Segment earnings (loss) before income taxes198,551 71,791 (25,913)244,429 
Income taxes (benefit)26,992 7,912 (2,322)32,582 
Segment earnings (loss)171,559 63,879 (23,591)211,847 
Valencia non-controlling interest(15,490)— — (15,490)
Subsidiary preferred stock dividends(528)— — (528)
Segment earnings (loss) attributable to PNMR$155,541 $63,879 $(23,591)$195,829 
At December 31, 2021:
Total Assets$6,060,133 $2,364,772 $241,980 $8,666,885 
Goodwill$51,632 $226,665 $— $278,297 
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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019



20202020PNMTNMPCorporate
and Other
PNMR Consolidated
(In thousands)
Electric operating revenuesElectric operating revenues$1,139,834 $383,178 $— $1,523,012 
2018PNM TNMP 
Corporate
and Other
 PNMR Consolidated
(In thousands)
Electric operating revenues$1,091,965
 $344,648
 $
 $1,436,613
Cost of energy314,036
 85,690
 
 399,726
Cost of energy345,167 102,074 — 447,241 
Utility margin777,929
 258,958
 
 1,036,887
Utility margin794,667 281,104 — 1,075,771 
Other operating expenses481,030
 96,272
 (17,650) 559,652
Other operating expenses414,445 104,852 (4,419)514,878 
Depreciation and amortization151,866
 66,189
 23,133
 241,188
Depreciation and amortization165,325 87,799 22,488 275,612 
Operating income (loss)145,033
 96,497
 (5,483) 236,047
Interest income13,089
 
 2,451
 15,540
Operating incomeOperating income214,897 88,453 (18,069)285,281 
Interest income (loss)Interest income (loss)14,469 — (246)14,223 
Other income (deductions)(17,312) 4,065
 (2,039) (15,286)Other income (deductions)17,120 6,828 (1,108)22,840 
Interest charges(76,458) (32,091) (18,695) (127,244)Interest charges(64,615)(30,388)(19,389)(114,392)
Segment earnings (loss) before income taxes64,352
 68,471
 (23,766) 109,057
Segment earnings (loss) before income taxes181,871 64,893 (38,812)207,952 
Income taxes (benefit)(5,971) 16,880
 (3,134) 7,775
Income taxes (benefit)21,857 6,308 (7,529)20,636 
Segment earnings (loss)70,323
 51,591
 (20,632) 101,282
Segment earnings (loss)160,014 58,585 (31,283)187,316 
Valencia non-controlling interest(15,112) 
 
 (15,112)Valencia non-controlling interest(14,013)— — (14,013)
Subsidiary preferred stock dividends(528) 
 
 (528)Subsidiary preferred stock dividends(528)— — (528)
Segment earnings (loss) attributable to PNMR$54,683
 $51,591
 $(20,632) $85,642
Segment earnings (loss) attributable to PNMR$145,473 $58,585 $(31,283)$172,775 
       
At December 31, 2018:       
At December 31, 2020:At December 31, 2020:
Total Assets$5,035,883
 $1,665,177
 $164,491
 $6,865,551
Total Assets$5,581,033 $2,132,580 $226,241 $7,939,854 
Goodwill$51,632
 $226,665
 $
 $278,297
Goodwill$51,632 $226,665 $— $278,297 

20192019PNMTNMPCorporate
and Other
PNMR Consolidated
(In thousands)
2017PNM TNMP 
Corporate
and Other
 PNMR Consolidated
       
Electric operating revenues$1,104,230
 $340,773
 $
 $1,445,003
Electric operating revenues$1,093,822 $363,781 $— $1,457,603 
Cost of energy321,677
 85,802
 
 407,479
Cost of energy317,725 95,087 — 412,812 
Utility margin782,553
 254,971
 
 1,037,524
Utility margin776,097 268,694 — 1,044,791 
Other operating expenses414,457
 98,221
 (22,135) 490,543
Other operating expenses554,661 98,621 (20,499)632,783 
Depreciation and amortization147,017
 63,146
 21,779
 231,942
Depreciation and amortization160,368 84,259 23,181 267,808 
Operating income221,079
 93,604
 356
 315,039
Interest income8,454
 
 7,462
 15,916
Operating income (loss)Operating income (loss)61,068 85,814 (2,682)144,200 
Interest income (loss)Interest income (loss)14,303 — (281)14,022 
Other income (deductions)22,132
 3,551
 (3,254) 22,429
Other income (deductions)26,989 4,131 (1,477)29,643 
Interest charges(82,697) (30,084) (14,844) (127,625)Interest charges(72,900)(29,100)(19,016)(121,016)
Segment earnings (loss) before income taxes168,968
 67,071
 (10,280) 225,759
Segment earnings (loss) before income taxes29,460 60,845 (23,456)66,849 
Income taxes81,555
 31,512
 17,273
 130,340
Income taxes (benefit)Income taxes (benefit)(25,962)5,046 (4,366)(25,282)
Segment earnings (loss)87,413
 35,559
 (27,553) 95,419
Segment earnings (loss)55,422 55,799 (19,090)92,131 
Valencia non-controlling interest(15,017) 
 
 (15,017)Valencia non-controlling interest(14,241)— — (14,241)
Subsidiary preferred stock dividends(528) 
 
 (528)Subsidiary preferred stock dividends(528)— — (528)
Segment earnings (loss) attributable to PNMR$71,868
 $35,559
 $(27,553) $79,874
Segment earnings (loss) attributable to PNMR$40,653 $55,799 $(19,090)$77,362 
       
At December 31, 2017:       
At December 31, 2019:At December 31, 2019:
Total Assets$4,921,563
 $1,500,770
 $223,770
 $6,646,103
Total Assets$5,242,991 $1,860,439 $195,344 $7,298,774 
Goodwill$51,632
 $226,665
 $
 $278,297
Goodwill$51,632 $226,665 $— $278,297 

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

2016PNM TNMP 
Corporate
and Other
 PNMR Consolidated
        
Electric operating revenues$1,035,913
 $327,038
 $
 $1,362,951
Cost of energy299,714
 80,882
 
 380,596
Utility margin736,199
 246,156
 
 982,355
Other operating expenses407,922
 93,389
 (12,791) 488,520
Depreciation and amortization133,447
 61,126
 14,537
 209,110
Operating income (loss)194,830
 91,641
 (1,746) 284,725
Interest income10,173
 
 12,120
 22,293
Other income (deductions)15,326
 3,202
 (1,739) 16,789
Interest charges(87,469) (29,335) (11,829) (128,633)
Segment earnings (loss) before income taxes132,860
 65,508
 (3,194) 195,174
Income taxes (benefit)40,922
 23,836
 (1,480) 63,278
Segment earnings (loss)91,938
 41,672
 (1,714) 131,896
Valencia non-controlling interest(14,519) 
 
 (14,519)
Subsidiary preferred stock dividends(528) 
 
 (528)
Segment earnings (loss) attributable to PNMR$76,891
 $41,672
 $(1,714) $116,849
        
At December 31, 2016:       
Total Assets$4,867,546
 $1,383,223
 $220,311
 $6,471,080
Goodwill$51,632
 $226,665
 $
 $278,297


The Company defines utility margin as electric operating revenues less cost of energy. Cost of energy consists primarily of fuel and purchase power costs for PNM and costs charged by third-party transmission providers for TNMP. The Company believes that utility margin provides a more meaningful basis for evaluating operations than electric operating revenues since substantially all such costs are offset in revenues as fuel and purchase power costs are passed through to customers under PNM’s FPPAC and third-party transmission costs are passed on to customers through TNMP’s transmission cost recovery factor. Utility margin is not a financial measure required to be presented under GAAP and is considered a non-GAAP measure.

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
Major Customers


No individual customer accounted for more than 10% of the electric operating revenues of PNMR or PNM.PNM during the years ended December 31, 2021, 2020 or 2019. Three REPs accounted for more than 10% of the electric operating revenues of TNMP, as follows:
Year Ended December 31,Year Ended December 31,
2018 2017 2016202120202019
REP A21% 16% 16%REP A23 %21 %22 %
REP B15% 11% 11%REP B19 %18 %17 %
REP C12% 10% 11%REP C10 %11 %12 %
 

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(3)Accumulated Other Comprehensive Income (Loss)
Table of Contents
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

(3)Accumulated Other Comprehensive Income (Loss)
AOCI reports a measure for accumulated changes in equity that result from transactions and other economic events other than transactions with shareholders. Information regarding AOCI is as follows:
Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss)PNMPNMR
PNM PNMRUnrealized Gains on Available-for-Sale SecuritiesPension
Liability
Adjustment
TotalFair Value Adjustment for Cash Flow HedgesTotal
Unrealized Gains on Available-for-Sale Securities 
Pension
Liability
Adjustment
 Total Fair Value Adjustment for Cash Flow Hedges Total (In thousands)
(In thousands)
Balance at December 31, 2015$17,346
 $(88,822) $(71,476) $44
 $(71,432)
Balance at December 31, 2018Balance at December 31, 2018$1,939 $(112,361)$(110,422)$1,738 $(108,684)
Amounts reclassified from AOCI (pre-tax)(22,139) 5,504
 (16,635) 764
 (15,871) Amounts reclassified from AOCI (pre-tax)(14,063)7,404 (6,659)733 (5,926)
Income tax impact of amounts reclassified8,639
 (2,148) 6,491
 (298) 6,193
Income tax impact of amounts reclassified3,572 (1,880)1,692 (186)1,506 
Other OCI changes (pre-tax)778
 (18,501) (17,723) (874) (18,597) Other OCI changes (pre-tax)25,724 (3,829)21,895 (3,495)18,400 
Income tax impact of other OCI changes(304) 7,219
 6,915
 341
 7,256
Income tax impact of other OCI changes(6,534)973 (5,561)888 (4,673)
Net after-tax change(13,026) (7,926) (20,952) (67) (21,019)Net after-tax change8,699 2,668 11,367 (2,060)9,307 
Balance at December 31, 20164,320
 (96,748) (92,428) (23) (92,451)
Balance at December 31, 2019Balance at December 31, 201910,638 (109,693)(99,055)(322)(99,377)
Amounts reclassified from AOCI (pre-tax)(17,567) 6,452
 (11,115) 581
 (10,534) Amounts reclassified from AOCI (pre-tax)(9,497)8,300 (1,197)(1,740)(2,937)
Income tax impact of amounts reclassified6,816
 (2,504) 4,312
 (225) 4,087
Income tax impact of amounts reclassified2,412 (2,108)304 442 746 
Other OCI changes (pre-tax)28,160
 3,618
 31,778
 1,000
 32,778
Other OCI changes (pre-tax)22,586 6,149 28,735 1,271 30,006 
Income tax impact of other OCI changes(10,927) (919) (11,846) (388) (12,234)Income tax impact of other OCI changes(5,736)(1,562)(7,298)(323)(7,621)
Net after-tax change6,482
 6,647
 13,129
 968
 14,097
Net after-tax change9,765 10,779 20,544 (350)20,194 
Reclassification of stranded income taxes to retained earnings (Note 18)2,367
 (20,161) (17,794) 208
 (17,586)
Balance at December 31, 2017, as originally reported13,169
 (110,262) (97,093) 1,153
 (95,940)
Cumulative effect adjustment (Note 9)(11,208) 
 (11,208) 
 (11,208)
Balance at January 1, 2018, as adjusted1,961
 (110,262) (108,301) 1,153
 (107,148)
Balance at December 31, 2020Balance at December 31, 202020,403 (98,914)(78,511)(672)(79,183)
Amounts reclassified from AOCI (pre-tax)(3,819) 7,568
 3,749
 216
 3,965
Amounts reclassified from AOCI (pre-tax)(9,765)8,348 (1,417)(903)(2,320)
Income tax impact of amounts reclassified970
 (1,922) (952) (56) (1,008)Income tax impact of amounts reclassified2,480 (2,120)360 229 589 
Other OCI changes (pre-tax)3,790
 (10,382) (6,592) 570
 (6,022) Other OCI changes (pre-tax)(1,881)12,111 10,230 1,804 12,034 
Income tax impact of other OCI changes(963) 2,637
 1,674
 (145) 1,529
Income tax impact of other OCI changes478 (3,076)(2,598)(458)(3,056)
Net after-tax change(22) (2,099) (2,121) 585
 (1,536)Net after-tax change(8,688)15,263 6,575 672 7,247 
Balance at December 31, 2018$1,939
 $(112,361) $(110,422) $1,738
 $(108,684)
Balance at December 31, 2021Balance at December 31, 2021$11,715 $(83,651)$(71,936)$— $(71,936)
 
The Consolidated Statements of Earnings include pre-tax amounts reclassified from AOCI related to Unrealized Gains on Available-for-Sale Debt Securities in gains (losses) on investment securities, related to Pension Liability Adjustment in other(deductions)other (deductions), and related to Fair Value Adjustment for Cash Flow Hedges in interest charges. The income tax impacts of all amounts reclassified from AOCI are included in income taxes in the Consolidated Statements of Earnings.


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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

(4)Electric Operating Revenues


PNMR
(4)Electric Operating Revenues

Accounts Receivable and Allowance for Credit Losses

Accounts receivable consists primarily of trade receivables from customers. In the normal course of business, credit is extended to customers on a short-term basis. The Company estimates the allowance for credit losses on trade receivables based on historical experience and estimated default rates. Accounts receivable balances are reviewed monthly, adjustments to the allowance for credit losses are made as necessary and amounts that are deemed uncollectible are written off.

As a result of the economic conditions resulting from the COVID-19 pandemic, PNM updated its allowance for accounts receivable balances and recorded incremental credit losses of $(1.1) million and $6.8 million in the years ended December 31, 2021 and 2020. The NMPRC issued an investor-owned holding companyorder authorizing all public utilities to create a regulatory asset to defer incremental costs related to COVID-19, including increases in uncollectible accounts. See discussion regarding regulatory treatment in Note 17.

In addition to the allowance for credit losses on trade receivables, the Company has evaluated other receivables for potential credit related losses. These balances include potential exposures for other non-retail utility services. In the years ended December 31, 2021 and 2020, PNM recorded $1.0 million and zero in estimated credit losses related to these transactions.

In February 2021, Texas experienced a severe winter storm delivering the coldest temperatures in 100 years for many parts of the state. As a result, the ERCOT market was not able to deliver sufficient generation load to the grid resulting in significant, statewide outages as ERCOT directed transmission operators to curtail thousands of firm load megawatts. TNMP complied with two regulated utilities providingERCOT directives to curtail delivery of electricity in its service territory and electric servicesdid not experience significant outages on its system outside of the ERCOT directed curtailments. During the weather event, generators experienced an extreme spike in New Mexicomarket driven fuel prices and Texas. PNMR’s electric utilities are PNMin turn charged REPs excessive market driven power prices which eventually get passed to end users on their electricity bill. Given the uncertainty of the collectability of end users' bills by REPs, ERCOT also increased the collateral required by REPs in order to do business within ERCOT's Balancing Authority. TNMP has deferred bad debt expense (credit losses) from defaulting REPs to a regulatory asset totaling $0.8 million at December 31, 2021 and TNMP.will seek recovery in a general rate case.


Revenue Recognition


Electric operating revenues are recorded in the period of energy delivery, which includes estimated amounts for service rendered but unbilled at the end of each accounting period. The determination of the energy sales billed to individual customers is based on the reading of their meters, which occurs on a systematic basis throughout the month. At the end of each month, amounts of energy delivered to customers since the date of the last meter reading and the corresponding unbilled revenue are estimated. Unbilled electric revenue is estimated based on daily generation volumes, estimated customer usage by class, line losses, historical trends and experience, and applicable customer rates.rates or by using AMS data where available. Amounts billed are generally due within the next month. The Company does not incur incremental costs to obtain contracts for its energy services.


PNM’s wholesale electricity sales are recorded as electric operating revenues and wholesale electricity purchases are recorded as costs of energy sold. In accordance with GAAP, derivativeDerivative contracts that are subject to unplanned netting are recorded net in earnings. A “book-out” is the planned or unplanned netting of off-setting purchase and sale transactions. A book-out is a transmission mechanism to reduce congestion on the transmission system or administrative burden. For accounting purposes, a book-out is the recording of net revenues upon the settlement of a derivative contract.


Unrealized gains and losses on derivative contracts that are not designated for hedge accounting are classified as economic hedges. Economic hedges are defined as derivative instruments, including long-term power and fuel supply agreements, used to hedge generation assets and purchased power costs. Changes in the fair value of economic hedges are reflected in results of operations, with changes related to economic hedges on sales included in operating revenues and changes related to economic hedges on purchases included in cost of energy sold (Note 9).sold. See Note 9.

In May 2014, the FASB issued ASU 2014-09 – Revenue from Contracts with Customers (Topic 606). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also revises the disclosure requirements regarding revenue and requires that revenue from contracts with customers be reported separately from other revenues. ASU 2014-09 provides that it could be applied retrospectively to each prior period presented or on a modified retrospective basis with a cumulative effect adjustment to retained earnings on the date of adoption.


The Company adopted ASU 2014-09 effective as of January 1, 2018,has collaborative arrangements related to its required effective date, usinginterest in SJGS, Four Corners, PVNGS, and Luna. The Company has determined that during the modified retrospective method of adoption. The adoption of ASU 2014-09 did not result in changes to the nature, amount,years ended December 31, 2021, 2020, and timing2019 none of the Company’s existingjoint owners in its collaborative arrangements were customers under Topic 606. The Company will continue to evaluate transactions between collaborative arrangement participants in future periods under the revenue recognition processes or information technology infrastructure. Therefore, the adoptionrequirements.
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Table of ASU 2014-09 had no effect on the amount of revenue recorded in 2018 compared to the amount that would have been recorded under prior GAAP, no effect on total electric operating revenues or any other caption within the Company’s financial statements,Contents
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and no cumulative effect adjustment was recorded. Revenues for 2018 are presented in accordance with the standard on the Consolidated Statements of Earnings and 2017 and 2016 revenues are presented on a comparative basis. Additional disclosures to further disaggregate 2018 revenues are presented below.2019

Under ASU 2014-09, PNM and TNMP recognize revenue as they satisfy performance obligations, which typically occurs as the customer or end-user consumes the electric service provided. Electric services are typically for a bundle of services that are distinct and transferred to the end-user in one performance obligation measured by KWh or KW. Electric operating revenues are recorded in the period of energy delivery, including estimated unbilled amounts. As permitted under GAAP, theThe Company has elected to exclude all sales and similar taxes from revenue.


Revenue from contracts with customers is recorded based upon the total authorized tariff price at the time electric service is rendered, including amounts billed under arrangements qualifying as an Alternative Revenue Program (“ARP”). ARP arrangements are agreements between PNM or TNMP and its regulator that allowsallow PNM or TNMP to adjust future rates in response to past activities or completed events, if certain criteria are met. GAAP requires that ARP revenues are required to be reported separately from contracts with customers. ARP revenues in a given period include the recognition of “originating” ARP revenues (i.e. when the regulator-specific conditions are met) in the period, offset by the reversal of ARP revenues when billed to customers in that period.customers.



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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

Sources of Revenue


Additional information about the nature of revenues is provided below. Additional information about matters affecting PNM’s and TNMP’s regulated revenues is provided in Note 17.


Revenue from Contracts with Customers


PNM


NMPRC Regulated Retail Electric Service – PNM provides electric generation, transmission, and distribution service to its rate-regulated customers in New Mexico. PNM’s retail electric service territory covers a large area of north central New Mexico, including the cities of Albuquerque, Rio Rancho, and Santa Fe, and certain areas of southern New Mexico. Customer rates for retail electric service are set by the NMPRC and revenue is recognized as energy is delivered to the customer. PNM invoices customers on a monthly basis for electric service and generally collects billed amounts within one month.


Transmission Service to Third Parties – PNM owns transmission lines that are interconnected with other utilities in New Mexico, Texas, Arizona, Colorado, and Utah. Transmission customers receive service for the transmission of energy owned by the customer utilizing PNM’s transmission facilities. Customers generally receive transmission services, which are regulated by FERC, from PNM through PNM’s Open Access Transmission Tariff (“OATT”) or a specific contract. Customers are billed based on capacity and energy components on a monthly basis.


Other Miscellaneous OnBeginning on January 1, 2018, PNM acquired a 65 MW interest in SJGS Unit 4, which is held as merchant plant as ordered by the NMPRC (Note 16).NMPRC. PNM sells power from 36 MW of this capacity to a third party at a fixed price that is recorded as revenue from contracts with customers. PNM is obligated to deliver power under this arrangement only when SJGS Unit 4 is operating. Other market sales from this 65 MW interest are recorded in other electric operating revenues.


TNMP


PUCT Regulated Retail Electric Service – TNMP provides transmission and distribution services in Texas under the provisions of TECA and the Texas Public Utility Regulatory Act. TNMP is subject to traditional cost-of-service regulation with respect to rates and service under the jurisdiction of the PUCT and certain municipalities. TNMP’s transmission and distribution activities are solely within ERCOT and not subject to traditional rate regulation by FERC. TNMP provides transmission and distribution services at regulated rates to various REPs that, in turn, provide retail electric service to consumers within TNMP’s service area.territory. Revenue is recognized as energy is delivered to the consumer. TNMP invoices REPs on a monthly basis and is generally paid within a month.


Transmission Cost of Service (“TCOS”)TCOS – TNMP is a transmission service provider that is allowed to recover its TCOS through a network transmission rate that is approved by the PUCT. TCOS customers are other utilities that receive service for the transmission of energy owned by the customer utilizing TNMP’s transmission facilities.


Alternative Revenue Programs


The Company defers certain costs and records certain liabilities pursuant to the rate actions of the NMPRC, PUCT, and FERC. ARP revenues, which are discussed above, include recovery or refund provisions under PNM’s renewable energy rider and true-ups to PNM’s formula transmission rates; TNMP’s AMS surcharge, transmission cost recovery factor, and the impacts
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Table of Contents
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
of the PUCT’s January 25, 2018 order regarding the change in the federal corporate income tax rate; and the energy efficiency incentive bonus at both PNM and TNMP. GAAP provides for the recognition of regulatoryRegulatory assets and liabilities are recognized for the difference between ARP revenues and amounts billed under those programs. Regulatory assets and liabilities are amortized into earnings as amounts are billed. Accordingly, the Company has deferred certainAs discussed in Note 17, TNMP’s 2018 Rate Case integrated AMS costs and recorded certain liabilities pursuant to the rate actionsinto base rates beginning January 1, 2019. These costs are being amortized into earnings as alternative revenues over a period of the NMPRC, PUCT, and FERC.five years.


Other Electric Operating Revenues


Other electric operating revenues consist primarily of PNM’s sales for resale meeting the definition of a derivative under GAAP.derivative. Derivatives are not considered revenue from contracts with customers under ASU 2014-09.customers. PNM engages in activities meeting the definition of derivatives to optimize its existing jurisdictional assets and long-term power agreements through spot market, hour-ahead, day-ahead, week-ahead, month-ahead, and other sales of excess generation not required to fulfill retail load and contractual commitments. Through December 31, 2017, PNM’s 134 MW share of Unit 3 at PVNGS was excluded from retail rates and was being soldPNM also began participating in the EIM in 2021. The EIM is a real-time wholesale market. In December 2015,energy trading market operated by the CAISO that enables participating electric utilities to buy and sell energy. The NMPRC approved PNM’s requestgranted PNM authority to include PVNGS Unit 3 asseek recovery of costs associated with joining the EIM in a jurisdictional resourcefuture general rate case and to service New Mexico retailpass the benefits of participating in EIM to customers beginning in 2018.through the FPPAC. See Note 17.

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016



Disaggregation of Revenues


A disaggregation of revenues from contracts with customers by the type of customer is presented in the table below. The table also reflects ARP revenues and other revenues.
PNMTNMPPNMR Consolidated
Year Ended December 31, 2021(In thousands)
Electric Operating Revenues:
Contracts with customers:
Retail electric revenue
Residential$484,720 $158,796 $643,516 
Commercial419,251 125,536 544,787 
Industrial88,479 29,089 117,568 
Public authority22,720 6,142 28,862 
Economy energy service35,220 — 35,220 
Transmission87,880 94,152 182,032 
Miscellaneous13,626 3,794 17,420 
Total revenues from contracts with customers1,151,896 417,509 1,569,405 
Alternative revenue programs(4,108)344 (3,764)
Other electric operating revenues214,232 — 214,232 
Total Electric Operating Revenues$1,362,020 $417,853 $1,779,873 
Year Ended December 31, 2020
Electric Operating Revenues:
Contracts with customers:
Retail electric revenue
Residential$482,852 $158,066 $640,918 
Commercial392,257 118,243 510,500 
Industrial90,845 27,367 118,212 
Public authority23,126 5,853 28,979 
Economy energy service15,911 — 15,911 
Transmission59,856 78,374 138,230 
Miscellaneous13,311 3,738 17,049 
Total revenues from contracts with customers1,078,158 391,641 1,469,799 
Alternative revenue programs(3,531)(8,463)(11,994)
Other electric operating revenues65,207 — 65,207 
Total Electric Operating Revenues$1,139,834 $383,178 $1,523,012 
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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
 PNM TNMP PNMR ConsolidatedPNMTNMPPNMR Consolidated
Year Ended December 31, 2018 (In thousands)
Year Ended December 31, 2019Year Ended December 31, 2019(In thousands)
Electric Operating Revenues:      Electric Operating Revenues:
Contracts with customers:      Contracts with customers:
Retail electric revenue      Retail electric revenue
Residential $433,009
 $130,288
 $563,297
Residential$427,883 $150,742 $578,625 
Commercial 408,333
 111,261
 519,594
Commercial396,987 116,953 513,940 
Industrial 61,119
 17,317
 78,436
Industrial69,601 22,405 92,006 
Public authority 21,688
 5,609
 27,297
Public authority20,322 5,694 26,016 
Economy energy service 26,764
 
 26,764
Economy energy service25,757 — 25,757 
Transmission 54,280
 66,991
 121,271
Transmission57,214 66,948 124,162 
Miscellaneous 14,098
 8,983
 23,081
Miscellaneous13,134 3,568 16,702 
Total revenues from contracts with customers 1,019,291
 340,449
 1,359,740
Total revenues from contracts with customers1,010,898 366,310 1,377,208 
Alternative revenue programs (2,443) 4,199
 1,756
Alternative revenue programs1,987 (2,529)(542)
Other electric operating revenues 75,117
 
 75,117
Other electric operating revenues80,937 — 80,937 
Total Electric Operating Revenues $1,091,965
 $344,648
 $1,436,613
Total Electric Operating Revenues$1,093,822 $363,781 $1,457,603 


Contract balancesBalances


Performance obligations related to contracts with customers are typically satisfied when the energy is delivered and the customer or end-user utilizes the energy. Accounts receivable from customers represent amounts billed, to the customer or end-user, including amounts under ARP programs. For PNM, accounts receivable reflected on the Consolidated Balance Sheets, net of allowance for uncollectible accounts,credit losses, includes $61.7$86.8 million and $61.8$86.2 million at December 31, 20182021 and 20172020 resulting from contracts with customers. All of TNMP’s accounts receivable results from contracts with customers.


Contract assets are an entity’s right to consideration in exchange for goods or services that the entity has transferred to a customer when that right is conditioned on something other than the passage of time (for example, the entity’s future performance). Upon the completion of the Western Spirit Line (Note 17), PNM entered into a TSA with Pattern Wind under an incremental tariff rate approved by FERC. The terms of the agreement provide for a financing component that benefits the customer. As such, the revenue that PNM recognizes will be in excess of the consideration received at the beginning of the service term resulting in a contract asset. As of December 31, 2021, the balance of the contract asset is $0.6 million and is presented in Other deferred charges on the Consolidated Balance Sheet. The Company hashad no contract assets as of December 31, 2018. 2020.

Contract liabilities arise when consideration is received in advance from a customer before satisfying the performance obligations. Therefore, revenue is deferred and not recognized until the obligation is satisfied. Under its OATT, PNM accepts upfront consideration for capacity reservations requested by transmission customers, which requires PNM to defer the customer’s transmission capacity rights for a specific period of time. PNM recognizes the revenue of these capacity reservations over the period it defers the customer’s capacity rights. Other utilities pay PNM and TNMP in advance for the joint-use of their utility poles. These revenues are recognized over the period of time specified in the joint-use contract, typically for one calendar year. Deferred revenues on these arrangements are recorded as contract liabilities. PNMR’s, PNM’s, and TNMP’s contract liabilities and related revenues are insignificant for all periods presented. The Company has no other arrangements with remaining performance obligations to which a portion of the transaction price would be required to be allocated.


Changes during the period in the balances of contract liabilities, which are included in other current liabilities on the Consolidated Balance Sheets, are as follows:
  PNM TNMP PNMR Consolidated
  (In thousands)
Balance at December 31, 2017 $349
 $
 $349
Consideration received in advance of service to be provided 4,660
 1,512
 6,172
Deferred revenue earned (4,660) (1,512) (6,172)
Balance at December 31, 2018 $349
 $
 $349

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019


(5)Earnings and Dividends Per Share
In accordance with GAAP, dual
(5)Earnings and Dividends Per Share
Dual presentation of basic and diluted earnings per share has been presented in the Consolidated Statements of Earnings of PNMR. Information regarding the computation of earnings per share and dividends per share is as follows:
Year Ended December 31, Year Ended December 31,
2018 2017 2016 202120202019
(In thousands, except per share amounts) (In thousands, except per share amounts)
Net Earnings Attributable to PNMR$85,642
 $79,874
 $116,849
Net Earnings Attributable to PNMR$195,829 $172,775 $77,362 
Average Number of Common Shares:     Average Number of Common Shares:
Outstanding during year79,654
 79,654
 79,654
Outstanding during year85,835 79,941 79,654 
Vested awards of restricted stock236
 237
 104
Vested awards of restricted stock235 216 277 
Average Shares – Basic79,890
 79,891
 79,758
Average Shares – Basic86,070 80,157 79,931 
Dilutive Effect of Common Stock Equivalents:     Dilutive Effect of Common Stock Equivalents:
PNMR 2020 Forward Equity Sale AgreementsPNMR 2020 Forward Equity Sale Agreements— 106 — 
Stock options and restricted stock122
 250
 374
Stock options and restricted stock41 40 59 
Average Shares – Diluted80,012
 80,141
 80,132
Average Shares – Diluted86,111 80,303 79,990 
Net Earnings Attributable to PNMR Per Share of Common Stock:     Net Earnings Attributable to PNMR Per Share of Common Stock:
Basic$1.07
 $1.00
 $1.47
Basic$2.28 $2.16 $0.97 
Diluted$1.07
 $1.00
 $1.46
Diluted$2.27 $2.15 $0.97 
Dividends Declared per Common Share$1.0850
 $0.9925
 $0.9025
Dividends Declared per Common Share$1.3300 $1.2500 $1.1775 
 
(6)Stockholders’ Equity
(6)Stockholders’ Equity
Common Stock and Equity Contributions
On December 15, 2020 PNMR physically settled all shares under the PNMR 2020 Forward Equity Sale Agreements by issuing 6.2 million shares to the forward purchasers at a price of $45.805 per share aggregating net proceeds of $283.1 million. In addition, PNMR recorded a net $0.1 million for equity issuance costs reimbursed by the lead underwriter. Following this settlement, no shares of PNMR’s common stock remain subject to future settlement under the PNMR 2020 Forward Equity Sale Agreements. See Note 7. PNMR, PNM, and TNMP did not issue any common stock during the three-year periodyear ended December 31, 2018.2021. Neither PNM nor TNMP issued any common stock during the years ended December 31, 2020 and 2019. PNMR did not issue any common stock during the year ended December 31, 2019.
PNMR funded $53.0 million, $230.0 million, and zero of cash equity contributions of zero in 2018 and 2017, and $28.1 million in 2016 to PNM in 2021, 2020, and $30.02019, respectively. PNMR also funded $52.0 million, $71.0 million, and $80.0 million of cash equity contributions to TNMP in 20182021, 2020, and $50.0 million in each of 2017 and 2016 to TNMP. 2019, respectively.

PNMR offersoffered shares of PNMR common stock through the PNMR Direct Plan. As required by the Merger Agreement, effective November 2, 2020, PNMR utilizesentered into the Second Amendment to the Third Amended and Restated PNM Resources, Inc. Direct Plan (the “PNMR Direct Plan”), which among other matters, terminated the right to purchase shares of itsPNMR common stock purchased on the open market, by an independent agent, rather than issuing additional shares to satisfy subscriptions under the PNMR Direct Plan.Plan with respect to any cash dividends and optional cash investments not received by noon Eastern Time on November 17, 2020. No purchases of shares of PNMR common stock under the PNMR Direct Plan may occur after November 18, 2020. The shares of PNMR common stock utilized in the PNMR Direct Plan arewere offered under a SEC shelf registration statement that expiresexpired in March 2021.
Dividends on Common Stock
The declaration of common dividends by PNMR is dependent upon a number of factors, including the ability of PNMR’s subsidiaries to pay dividends. PNMR’s primary sources of dividends are its operating subsidiaries.
PNM declared and paid cash dividends to PNMR of $77.4$60.0 million,, $60.7 $40.7 million,, and $4.1 millionzero in 2018, 2017,2021, 2020, and 2016.2019. TNMP declared and paid cash dividends to PNMR of $41.9zero, $58.5 million,, $44.4 and $55.3 million, in 2021, 2020, and $31.8 million in 2018, 2017, and 2016.2019.
The NMPRC has placed certain restrictions on the ability of PNM to pay dividends to PNMR, including the restriction that PNM cannot pay dividends that cause its debt rating to fall below investment grade. The NMPRC provisions allow PNM to pay dividends, without prior NMPRC approval, from current earnings, which is determined on a rolling four quarter basis, or
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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
from equity contributions previously made by PNMR. The Federal Power Act also imposes certain restrictions on dividends by public utilities, including that dividends cannot be paid from paid-in capital. Prior to July 2018, the Company’s revolving credit facilities and term loans contained a covenant requiring the maintenance of debt-to-capitalization ratios of not more than 65%. In July 2018, PNMR’s revolving credit facility and term loans were amended such that PNMR is now required to maintain a debt-to-capitalizationDebt-to-capitalization ratio of not more than 70%. The debt-to-capitalization ratio requirements, as discussed in Note 7, remain at less than or equal to 65% for the PNM and TNMP.TNMP and less than or equal to 70% for PNMR. These debt-to-capitalization ratio requirements could limit the amounts of dividends that could be paid. PNM also has other financial covenants that limit the transfer of assets, through dividends or other means, including a requirement to obtain the approval of certain financial counterparties to transfer more than five5 percent of PNM’s assets. As of December 31, 2018:2021, none of the numerical tests would restrict the payment of dividends from the retained earnings of TNMP; the 65% debt-to-capitalization covenant would allow the payment of dividends by PNM of up to $242.8 million;or TNMP, and the 70% debt-to-capitalization covenant would allowrestrict the payment of dividends by PNMR of up to $306.8$404.7 million.

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

 
In addition, the ability of PNMR to declare dividends is dependent upon the extent to which cash flows will support dividends, the availability of retained earnings, financial circumstances and performance, current and future regulatory decisions, Congressional and legislative acts, and economic conditions. Conditions imposed by the NMPRC or PUCT, future growth plans and related capital requirements, and business considerations may also affect PNMR’s ability to pay dividends.
Preferred Stock
PNM’s cumulative preferred shares outstanding bear dividends at 4.58% per annum. PNM preferred stock does not have a mandatory redemption requirement, but may be redeemed, at PNM’s option, at 102% of the stated value plus accrued dividends. The holders of the PNM preferred stock are entitled to payment before the holders of common stock in the event of any liquidation or dissolution or distribution of assets of PNM. In addition, PNM’s preferred stock is not entitled to a sinking fund and cannot be converted into any other class of stock of PNM.
PNMR and TNMP have no preferred stock outstanding. The authorized shares of PNMR and TNMP preferred stock are 10 million shares and 1 million shares. shares, respectively.


(7)Financing

The Company’s financing strategy includes both short-term and long-term borrowings. The Company utilizes short-term revolving credit facilities, as well as cash flows from operations, to provide funds for both construction and operating expenditures. Depending on market and other conditions, the Company will periodically sell long-term debt or enter into term loan arrangements and use the proceeds to reduce borrowings under the revolving credit facilities or refinance other debt. Prior to July 2018, eachEach of the Company’s revolving credit facilities, and term loans, containedand other debt agreements contains a single financial covenant which requiredthat requires the maintenance of a debt-to-capitalization ratio. For the PNMR agreements this ratio ofmust be maintained at less than or equal to 70%, and for the PNM and TNMP agreements this ratio must be maintained at less than or equal to 65%. In July 2018, the PNMR Revolving Credit Facility, the PNMR Development Revolving credit facility, and PNMR’s term loans were each amended such that PNMR is now required to maintain a debt-to-capitalization ratio of less than or equal to 70%. The debt-to-capitalization ratio requirement remains at less than or equal to 65% for the PNM and TNMP agreements. The Company’s revolving credit facilities, and term loans, and other debt agreements generally also contain customary covenants, events of default-cross default, cross-default provisions, and change-of-control provisions.

PNM must obtain NMPRC approval for any financing transaction having a maturity of more than 18 months. In addition, PNM files its annual informational financing filing and short-term financing plan with the NMPRC.

Financing Activities

PNMR


At January 1, 2016,2018, PNMR had outstanding the $150.0 million PNMR Term Loan, which matured and was repaid on December 21, 2016.

At January 1, 2016, PNMR had outstanding the $150.0 million PNMR 2015 Term Loan, which matured and was repaid on March 9, 2018.

As discussed in Note 16, NM Capital, a wholly-owned subsidiary of PNMR, entered into a $125.0 million term loan agreement (the “BTMU Term Loan”) with BTMU, as lender and administrative agent, as of February 1, 2016. The BTMU Term Loan had a maturity date of February 1, 2021 and bore interest at a rate based on LIBOR plus a customary spread. PNMR, as parent company of NM Capital, guaranteed NM Capital’s obligations to BTMU. NM Capital utilized the proceeds of the BTMU Term Loan to provide funding of $125.0 million (the “Westmoreland Loan”) to a ring-fenced, bankruptcy-remote, special-purpose entity subsidiary of Westmoreland to finance Westmoreland’s purchase of SJCC. The BTMU Term Loan agreement required that NM Capital utilize all amounts, less taxes and fees, it received under the Westmoreland Loan to repay the BTMU Term Loan. On May 22, 2018, the full principal balance outstanding under the Westmoreland Loan of $50.1 million was repaid. NM Capital used a portion of the proceeds to repay all remaining principal of $43.0 million owed under the BTMU Term Loan. These payments effectively terminated the loan agreements. In addition, PNMR’s guarantee of NM Capital’s obligations was also effectively terminated. See Note 10.


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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

On October 21, 2016, PNMR entered into letterletters of credit arrangements with JPMorgan Chase Bank N.A. (the “JPM LOC Facility”) under which letters of credit aggregating $30.3 million were issued to facilitate the posting of reclamation bonds, which SJCC iswas required to post in connection with permits relating to the operation of the San Juan mine (Note 16).

mine. On December 21, 2016, PNMR entered into two term loan agreements: (1) a $100.0 million term loan agreement (the “PNMR 2016 One-Year Term Loan”) among PNMR,March 15, 2019, WSJ LLC acquired the lenders identified therein, and Wells Fargo Bank, National Association, as administrative agent, that was to mature on December 21, 2017; and (2) a $100.0 million term loan agreement (the “PNMR 2016 Two-Year Term Loan”) among PNMR andassets of SJCC following the bankruptcy of Westmoreland. WSJ LLC assumed all obligations of SJCC, including those under the letter of credit support agreements. See Note 16. In May 2020, JPMorgan Chase Bank N.A., as lender gave notice that it would not extend the letters of credit beyond their October 21, 2020 expiration. In August 2020, PNMR entered into replacement letter of credit arrangements with Wells Fargo Bank, N.A. (the “WFB LOC Facility”) to replace the JPM LOC Facility. Letters of credit were issued under the WFB LOC Facility and administrative agent, that matured onexchanged for the letters of credit outstanding under the JPM LOC Facility prior to the expiration of the JPM LOC Facility. On October 21, 2020, the JPM LOC Facility expired according to its terms.

On December 21, 2018. The proceeds of these term loans were used to repay the $150.031, 2019, PNMR had $50.0 million PNMR Term Loan and to reducein borrowings under the PNMR Revolving Credit Facility. On December 15, 2017, the PNMR 2016 One-Year Term Loan was extended to December 14, 2018.

On March 9, 2018 PNMR issued $300.0 million aggregate principal amount of 3.250% SUNs (the “PNMR 2018 SUNs”), which mature on March 9, 2021. The proceeds from the offering were used to repay the $150.0 million PNMR 2015 Term Loan that was due on March 9, 2018 and to reduce borrowings under the PNMR Revolving Credit Facility.

On November 26, 2018, PNMR Development entered into a $90.0 million term loan agreement (the “PNMR Development Term Loan”), among PNMR Development and KeyBank, N.A., as administrative agent and sole lender. Proceeds from the PNMR Development Term Loan were used to repay short-term borrowings under the PNMR Development’s revolving credit facility and to repay borrowings under its intercompany loan from PNMR. The PNMR Development Term Loan bears interest at a variable rate, which was 3.32% on December 31, 2018, and matures on November 26, 2020. PNMR, as parent company of PNMR Development, has guaranteed PNMR Development’s obligations under the loan. The PNMR Development Term Loan requires PNMR to maintain a debt-to-capitalization ratio of less than or equal to 70%, and contains customary events of default, a cross-default provision, and a change-of-control provision.

On December 14, 2018, PNMR entered into a $150.0 million term loan agreement (the “PNMR 2018 One-Year Term Loan”) among PNMR, the lenders identified therein, and MUFG Bank, Ltd., as administrative agent. The proceeds from the PNMR 2018 One-Year Term Loan were used to repay the PNMR 2016 One-Year Term Loan (as extended), a portion of the PNMR 2016 Two-Year Term Loan, and for general corporate purposes. The PNMR 2018 One-Year Term Loan bears interest at a variable rate, which was 3.20% at December 31, 2018, and matures on December 13, 2019.

Loan. On December 21, 2018, PNMR entered into a $50.0 million term loan agreement (the “PNMR 2018 Two-Year Term Loan”), between PNMR and Bank of America, N.A. as sole lender. Proceeds from2020, the PNMR 2018 Two-Year Term Loan were used to repay the remaining amount owed under the PNMR 2016 Two-Year Term Loan and for general corporate purposes. The PNMR 2018 Two-Year Term Loan bears interest at a variable rate, which was 3.28% at December 31, 2018, and matures on December 21, 2020.
PNMR has an automatic shelf registration that provides for the issuance of various types of debt and equity securities that expires in March 2021.
PNM

At January 1, 2016, PNM had a $125.0 million multi-draw term loan facility (the “PNM Multi-draw Term Loan”) that had a maturity date of June 21, 2016. The PNM Multi-draw Term Loan was repaid on May 20, 2016.and terminated in accordance with its terms.


On May 20, 2016, PNMJanuary 7, 2020, PNMR entered into a $175.0 million term loan agreement (the “PNM 2016 Term Loan”) between PNMforward sale agreements with each of Citibank N.A., and JPMorgan Chase Bank of America N.A., as lenderforward purchasers and administrative agent. The PNM 2016 Term Loan bore interest at a variable ratean underwriting agreement with Citigroup Global Markets Inc., and had a maturity date of November 17, 2017. PNM used a portion of the proceeds of the PNM 2016 Term Loan to prepay without penalty the $125.0 million outstanding under the PNM Multi-draw Term Loan. The PNM 2016 Term Loan was repaid on July 20, 2017.BofA Securities, Inc. as

On September 27, 2016, PNM participated in the issuance and sale of an aggregate of $146.0 million of PCRBs by the City of Farmington, New Mexico. The proceeds from the sale were utilized to refund an aggregate of $146.0 million of outstanding PCRBs previously issued by the City of Farmington. The arrangements governing the PCRBs result in PNM reflecting the bonds as debt on its financial statements. The PCRBs bear interest at a rate of 1.875% for the period from September 27, 2016 through September 30, 2021, have a mandatory tender for remarketing on October 1, 2021, and a final maturity on April 1, 2033.

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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

representatives of the underwriters named therein, relating to an aggregate of approximately 6.2 million shares of PNMR common stock (including 0.8 million shares of PNMR common stock pursuant to the underwriters’ option to purchase additional shares) (the “PNMR 2020 Forward Equity Sale Agreements”). On January 8, 2020, the underwriters exercised in full their option to purchase the additional 0.8 million shares of PNMR common stock and PNMR entered into separate forward sales agreements with respect to the additional shares. The initial forward sale price of $47.21 per share is subject to adjustments based on a net interest rate factor and by expected future dividends paid on PNMR common stock as specified in the forward sale agreements. PNMR did not initially receive any proceeds upon the execution of these agreements and, except in certain specified circumstances, had the option to elect physical, cash, or net share settlement on or before the date that is 12 months from their effective dates.

On December 15, 2020 PNMR physically settled all shares under the PNMR 2020 Forward Equity Sale Agreements by issuing 6.2 million shares to the forward purchasers at a price of $45.805 per share aggregating net proceeds of $283.1 million. In addition, PNMR recorded a net $0.1 million for equity issuance costs reimbursed by the lead underwriter. Following this settlement, no shares of PNMR’s common stock remain subject to future settlement under the PNMR 2020 Forward Equity Sale Agreements. The PNMR 2020 Forward Equity Sale Agreements meet the derivative scope exception requirements for contracts involving an entity’s own equity. Until settlement of the forward sale agreements, PNMR’s EPS dilution resulting from the agreements, if any, was determined using the treasury stock method, which resulted in dilution during periods when the average market price of PNMR stock during the reporting period was higher than the applicable forward sales price as of the end of that period. See Note 5.

On December 31, 2020, PNMR had $300.0 million aggregate principal amount of 3.25% SUNs outstanding (the “PNMR 2018 SUNs”), which were set to mature on March 9, 2021. As discussed below, on March 9, 2021, PNMR utilized $220.0 million of capacity under the PNMR 2020 Delayed-Draw Term Loan as well as $80.0 million in borrowings under the PNMR Revolving Credit Facility to repay the PNMR 2018 SUNs.

On December 31, 2020, PNMR had $65.0 million outstanding under the PNMR Development Term Loan that was amended to reduce the balance from $90.0 million to $65.0 million. On May 18, 2021, the $65.0 million PNMR Development Term Loan was repaid using proceeds from the PNMR 2021 Delayed-Draw Term Loan discussed below.

On December 31, 2020, PNMR had $150.0 million outstanding under the PNMR 2019 Term Loan that was set to mature on June 11, 2021. On May 18, 2021, the $150.0 million PNMR 2019 Term Loan was repaid using proceeds from the PNMR 2021 Delayed-Draw Term Loan discussed below.

On December 21, 2020, PNMR entered into a $150.0 million term loan agreement (the “PNMR 2020 Term Loan”), between PNMR and U.S. Bank National Association, as sole lender. Proceeds from the PNMR 2020 Term Loan were used to repay the $50.0 million PNMR 2018 Two-Year Term Loan and for other corporate purposes. The PNMR 2020 Term Loan was set to mature on January 31, 2022. On May 18, 2021, the PNMR 2020 Term Loan was repaid with proceeds from the PNMR 2021 Delayed-Draw Term Loan discussed below.

On December 22, 2020, PNMR entered into a $300.0 million delayed-draw term loan agreement (the “PNMR 2020 Delayed-Draw Term Loan”), among PNMR, the lenders party thereto, and MUFG Bank, Ltd., as administrative agent. Initially PNMR drew $80.0 million to refinance existing indebtedness and for other corporate purposes. PNMR used the remaining $220.0 million of capacity from the PNMR 2020 Delayed-Draw Term Loan to repay an equivalent amount of the PNMR 2018 SUNs. Draws on the PNMR 2020 Delayed-Draw Term Loan were set to mature on January 31, 2022. On May 18, 2021, the $300.0 million outstanding under the PNMR 2020 Delayed-Draw Term Loan was repaid with proceeds from the PNMR 2021 Delayed-Draw Term Loan discussed below.

On May 18, 2021, PNMR entered into the PNMR 2021 Delayed-Draw Term Loan, among PNMR, the lenders party thereto, and Wells Fargo Bank, N.A., as administrative agent. Initially PNMR drew $850.0 million to repay and terminate existing indebtedness, including the $150.0 million PNMR 2019 Term Loan, the $300.0 million PNMR 2020 Delayed-Draw Term Loan, the $150.0 million PNMR 2020 Term Loan, the $65.0 million PNMR Development Term Loan, and $40.0 million in borrowings under the PNMR Development Revolving Credit Facility. Additionally, PNMR repaid $92.1 million in borrowings under the PNMR Revolving Credit Facility. On December 2, 2021, PNMR drew an additional $50.0 million under the PNMR 2021 Delayed-Draw Term Loan. Draws on the PNMR 2021 Delayed-Draw Term Loan bear interest at a variable rate, which was 0.95% at December 31, 2021, and mature on May 18, 2023. On January 24, 2022, PNMR drew the remaining $100.0 million available under the PNMR 2021 Delayed-Draw Term Loan.

PNMR had an automatic shelf registration that provides for the issuance of various types of debt and equity securities that expired in March 2021.
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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
PNM

At January 1, 2016,2019, PNM had $37.0 million of outstanding PCRBs, which have a final maturity of June 1, 2040, and $20.0 million of outstanding PCRBs which have a final maturity of June 1, 2042. These PCRBs were subject to mandatory tender for remarketing on June 1, 2017 and were successfully remarketed on that date. The $37.0 million of PCRBs now bear interest at 2.125% and the $20.0 million of PCRBs now bear interest at 2.45%. Both series are now subject to mandatory tender for remarketing on June 1, 2022.

On July 20, 2017, PNM entered into a $200.0 million term loan agreement (the “PNM 2017 Term Loan”) between PNM and JPMorgan Chase Bank, N.A., as lender and administrative agent, and U.S. Bank National Association, as lender. The PNM 2017 Term Loan bore interest at a variable rate, which was 3.26% at December 31, 2018, and was repaid on January 18, 2019.

In 2018, PNMR Development deposited $68.2 million with PNM related to potential transmission network interconnections. PNM used the deposit to repay intercompany borrowings. PNM was required to pay interest to PNMR Development to the extent work under the interconnections has not been performed. The entire deposit of $68.2 million and accrued interest of $5.7 million was refunded in November 2019. The interconnection deposit and related refund is presented in financing activities and the interest payment is presented in operating activities on PNM’s Consolidated Statements of Cash Flows for the year ended December 31, 2019. During the year ended December 31, 2019 PNM recognized $3.3 million of interest expense under the agreement. All intercompany transactions related to this deposit have been eliminated on PNMR’s Consolidated Financial Statements.

On January 18, 2019, PNM entered into a $250.0 million term loan agreement (the “PNM 2019 $250.0 million Term Loan”) among PNM, the lenders party thereto, and U.S. Bank N.A., as administrative agent. PNM used the proceeds of the PNM 2019 $250.0 million Term Loan to repay the PNM 2017 Term Loan, to reduce short-term borrowings under the PNM Revolving Credit Facility, and for general corporate purposes. The PNM 2019 $250.0 million Term Loan was prepaid in April 2020 without penalty.

On December 18, 2019, PNM entered into a $40.0 million term loan agreement (the “PNM 2019 $40.0 million Term Loan”), between PNM and Bank of America, N.A. as sole lender and administrative agent. PNM used the proceeds of the PNM 2019 $40.0 million Term Loan to reduce short-term borrowings under the PNM Revolving Credit Facility and for general corporate purposes. On June 18, 2021, the $40.0 million PNM 2019 Term Loan was repaid using proceeds from the PNM 2021 Term Loan.

On April 15, 2020, PNM entered into a $250.0 million term loan agreement (the “PNM 2020 Term Loan”), between PNM, the lenders party thereto, and U.S. Bank N.A., as administrative agent. Proceeds from the PNM 2020 Term Loan were used to prepay the PNM 2019 $250.0 million Term Loan due July 2020, without penalty. As discussed below, on April 30, 2020, PNM used $100.0 million of proceeds from the PNM 2020 SUNs to prepay without penalty an equal amount of the $175.0PNM 2020 Term Loan. On December 21, 2020, PNM prepaid without penalty, the remaining $150.0 million balance of the PNM 20162020 Term Loan and to reduce short-term borrowings.Loan.


On July 28, 2017,April 30, 2020, PNM entered into an agreement (the “PNM 2017 Senior Unsecured2020 Note Purchase Agreement”) with institutional investors for the sale of $450.0$200.0 million aggregate principal amount of eight series of Senior Unsecured Notes (the “PNM 2018 SUNs”)senior unsecured notes offered in private placement transactions. On May 14, 2018Under the agreement, PNM issued $350.0$150.0 million aggregate principal amount of its 3.21% senior unsecured notes, Series A, due April 30, 2030, and $50.0 million of its aggregate principal amount of its 3.57% senior unsecured notes, Series B, due April 29, 2039 (the “PNM 2020 SUNs”). The PNM 2020 SUNs were issued on April 30, 2020. PNM used $100.0 million of proceeds from the PNM 20182020 SUNs under that agreement (at fixed annual interest rates ranging from 3.15% to 4.50% for terms between 5 and 30 years) and used the proceeds to repayprepay, without penalty, an equal amount of PNM’s 7.95% SUNs that matured on May 15, 2018. On July 31, 2018,the PNM issued the2020 Term Loan. The remaining $100.0 million of the PNM 20182020 SUNs (at fixed annual interest rates of 3.78% and 4.60% for terms of 10 and 30 years) andwere used the proceeds to repay an equal amount of PNM’s 7.50% SUNsborrowings on August 1, 2018.the PNM Revolving Credit Facility and for other corporate purposes. The PNM 2017 Senior Unsecured2020 Note Purchase Agreement includes the customary covenants including a covenant that requires the maintenance of a debt-to-capitalization ratio of less than or equal to 65%, customary events of default, including a cross-default provision, and covenants regarding parity of financial covenants, liens and guarantees with respect to PNM’s material credit facilities.discussed above. In the event of a change of control, PNM will be required to offer to prepay the PNM 20182020 SUNs at par. Although there are customary change of control provisions in the PNM will havedebt agreements, the change of control provisions in these agreements, including the PNM 2020 Note Purchase Agreement, are not triggered by the closing of the Merger. PNM has the right to redeem any or all of the PNM 20182020 SUNs prior to their respective maturities, subject to payment of a customary make-whole premium.


On April 9, 2018, PNMR Development deposited $68.2 million with PNM related to potential transmission network interconnections, which is shown as a cash inflow from financing activities on PNM’s Consolidated Statements of Cash Flows. PNM used the deposit to repay intercompany borrowings. PNM is required to pay interest to PNMR Development to the extent work under the interconnections has not been performed. During the year ended December 31, 2018, PNM recognized $2.4 million of interest expense under the agreement. At December 31, 2018, PNM’s remaining obligation under the interconnection agreement with PNMR Development of $68.2 million, excluding unpaid interest, is reflected in other deferred credits on PNM’s Consolidated Balance Sheets. As required by GAAP, all intercompany transactions related to this deposit have been eliminated on PNMR’s Consolidated Financial Statements.

On January 18, 2019, PNM entered intohad 3 series of outstanding PCRBs aggregating $100.3 million, that were subject to mandatory tender on June 1, 2020. NaN series of $40.0 million had a $250.0final maturity of June 1, 2040 and 2 series of $39.3 million term loan agreement (the “PNM 2019 Term Loan”) amongand $21.0 million had a final maturity of June 1, 2043. On June 1, 2020, PNM the lenders identified therein, and U.S. Bank N.A., as administrative agent. PNM used the proceeds of the PNM 2019 Term Loan to repay the PNM 2017 Term Loan, short-termpurchased these PCRBs utilizing borrowings under the PNM Revolving Credit Facility and for general corporate purposes.converted the PCRBs to the weekly mode. PNM held these PCRBs (without legally canceling them) until July 1, 2020, when they were remarketed in the weekly mode (the “PNM Floating Rate PCRBs”) and PNM used the remarketing proceeds to repay the revolver borrowings. The PNM 2019 Term Loan bearsFloating Rate PCRBs bore interest at rates that were reset weekly, giving investors the option to return the PCRBs for remarketing to new investors upon 7 days' notice. On October 1, 2021, PNM converted the PNM Floating Rate PCRBs to a variablefixed rate which was 3.13%period and successfully remarketed them to new investors (the “PNM 2021 Fixed Rate PCRBs”). The PNM 2021 Fixed Rate PCRBs now bear interest at February 22, 2019,0.875% and must be repaid on or before July 17, 2020.

PNM has a shelf registration statement, which will expire in May 2020, with capacity for the issuance of up to $475.0 million of senior unsecured notes.
TNMP

On December 17, 2015, TNMP entered into an agreement which provided that TNMP would issue $60.0 million aggregate principal amount of 3.53% first mortgage bonds, due 2026 on or about February 10, 2016,are subject to satisfaction of certain conditions. TNMP issued the bondsmandatory tender on February 10, 2016 and used the proceeds to reduce short-term debt and intercompany debt.October 1, 2026.

On June 14, 2017, TNMP entered into an agreement which provided TNMP would issue $60.0 million aggregate principal amount of 3.22% first mortgage bonds, due 2027 on or about August 25, 2017, subject to satisfaction of certain conditions. TNMP issued the bonds on August 24, 2017 and used the proceeds to reduce short-term and intercompany debt and for general corporate purposes.

On June 28, 2018, TNMP entered into an agreement under which TNMP issued $60.0 million aggregate principal amount of 3.85% first mortgage bonds, due 2028. On July 25, 2018, TNMP entered into a $20.0 million term loan agreement. On December

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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019


At December 31, 2019, PNM had PCRBs outstanding of $36.0 million at 6.25% issued by the Maricopa County, Arizona Pollution Control Corporation as well as $255.0 million at 5.90% and $11.5 million at 6.25% issued by the City of Farmington, New Mexico. The $36.0 million PCRBs became callable at 101% of par on January 1, 2020 and the remaining $266.5 million PCRBs became callable at par on June 1, 2020. On June 22, 2020, PNM provided notice to the bondholders that it was calling the PCRBs aggregating $302.5 million. On July 22, 2020, PNM purchased the PCRBs in lieu of redemption and remarketed them to new investors (the “PNM 2020 Fixed Rate PCRBs”).

On June 18, 2021, PNM entered into a $75.0 million term loan (the “PNM 2021 Term Loan”) between PNM and Bank of America, N.A., as lender. The PNM 2021 Term Loan was used to repay the PNM 2019 $40.0 million Term Loan and for other corporate purposes. The PNM 2021 Term Loan bears interest at a variable rate, which was 0.93% at December 31, 2021 and matures on December 18, 2022.

On July 14, 2021, PNM entered into the PNM 2021 Note Purchase Agreement with institutional investors for the sale and issuance of $160.0 million aggregate principal amount of the PNM 2021 SUNs offered in private placement transactions. The PNM 2021 SUNs were issued on July 14, 2021. PNM issued $80.0 million of the PNM 2021 SUNs at 2.59%, due July 15, 2033, and another $80.0 million at 3.14%, due July 15, 2041. Proceeds from the PNM 2021 SUNs were used to repay the total amount of $160.0 million of PNM's 5.35% SUNs, at par, earlier than their scheduled maturity of October 1, 2021. The PNM 2021 Note Purchase Agreement includes the customary covenants discussed above. In the event of a change of control, PNM will be required to offer to prepay the PNM 2021 SUNs at par. Although there are customary change of control provisions in the PNM debt agreements, the change of control provisions in these agreements, including the PNM 2021 Note Purchase Agreement, are not triggered by the closing of the Merger. PNM has the right to redeem any or all of the PNM 2021 SUNs prior to their maturities, subject to payment of a customary make-whole premium.

On September 23, 2021, PNM entered into the PNM September 2021 Note Purchase Agreement with institutional investors for the sale and issuance of $150.0 million aggregate principal amount of the PNM September 2021 SUNs offered in private placement transactions. On December 2, 2021, PNM issued $50.0 million of the PNM September 2021 SUNs at 2.29%, due December 30, 2031, and another $100.0 million at 2.97%, due December 30, 2041. Proceeds from the PNM September 2021 SUNs were used for funding of capital expenditures, including the purchase of the Western Spirit Line, repayment of existing indebtedness, and for general corporate purposes. The PNM September 2021 Note Purchase Agreement includes the customary covenants discussed above. In the event of a change of control, PNM will be required to offer to prepay the PNM September 2021 SUNs at par. Although there are customary change of control provisions in the PNM debt agreements, the change of control provisions in these agreements, including the PNM September 2021 Note Purchase Agreement, are not triggered by the closing of the Merger. PNM has the right to redeem any or all of the PNM September 2021 SUNs prior to their maturities, subject to payment of a customary make-whole premium.

At December 31, 2020, PNM had $146.0 million of outstanding PCRBs with a final maturity of April 1, 2033. These PCRBs were subject to mandatory tender on October 1, 2021 and were successfully remarketed to new investors on that date. The $146.0 million PCRBs bear interest at a fixed rate of 2.15% until their final maturity.

PNM has a shelf registration statement, which will expire in May 2023, with capacity for the issuance of up to $650.0 million of senior unsecured notes.

TNMP

On July 25, 2018, TNMP entered into a $20.0 million term loan agreement. On December 17, 2018, the TNMP 2018 Term Loan agreement was amended to provide additional funding of $15.0 million, which resultsresulted in a total committed amount of $35.0 million under the agreement (the “TNMP 2018 Term Loan”). The TNMP 2018 Term Loan bears interest at a variable rate, which was 3.22% at December 31, 2018, and matures on July 25, 2020. TNMP used the proceeds from these issuances to repay short-term borrowings and for TNMP’s general corporate purposes. The TNMP 2018 Term Loan was repaid on December 30, 2019.


On February 26, 2019, TNMP entered into the TNMPan agreement (the “TNMP 2019 Bond Purchase AgreementAgreement”) with institutional investors for the sale of $305.0 million aggregate principal amount of four4 series of TNMP first mortgage bonds (the “TNMP 2019 Bonds”) offered in private placement transactions. TNMP is required to issue specified amountsissued $225.0 million of the TNMP 2019 Bonds on March 29, 2019 and on or before July 1, 2019. The issuances of the TNMP 2019 Bonds are subject to the satisfaction of customary conditions, including continuing compliance with the representations, warranties and covenants of the TNMP 2019 Bond Purchase Agreement. TNMP will useused the proceeds from the TNMP 2019 Bonds to repay TNMP’s $172.3 million 9.50% first mortgage bonds at their maturity on April 1, 2019, as well as to repay borrowings under the TNMP Revolving Credit Facility and for othergeneral corporate purposes. TNMP issued the remaining $80.0 million of TNMP 2019 Bonds on July 1, 2019 and used the proceeds to repay borrowings under the TNMP Revolving Credit Facility and for general corporate purposes. The terms of the indenture governing the TNMP 2019 Bond Purchase AgreementBonds include the customary covenants includingdiscussed above. In the event of a covenant that requires TNMP to maintain a debt-to-capitalization ratiochange of less than or equal to 65%, customary events of default, a cross-default provision, and a change-of-control provision.control, TNMP will havebe required to offer to
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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
prepay the TNMP 2019 Bonds at par. TNMP has the right to redeem any or all of the TNMP 2019 Bonds prior to their respective maturities, subject to payment of a customary make-whole premium. Information concerning

On April 24, 2020, TNMP entered into an agreement (the “TNMP 2020 Bond Purchase Agreement”) with institutional investors for the funding dates, maturitiessale of $185.0 million aggregate principal amount of 4 series of TNMP first mortgage bonds (the “TNMP 2020 Bonds”) offered in private placement transactions. TNMP issued $110.0 million of TNMP 2020 Bonds on April 24, 2020 and interest rates onused the proceeds to repay borrowings under the TNMP 2019Revolving Credit Facility and for other corporate purposes. TNMP issued the remaining $75.0 million of TNMP 2020 Bonds on July 15, 2020 and used the proceeds from that issuance to repay borrowings under the TNMP Revolving Credit facility and for other corporate purposes. The TNMP 2020 Bonds are subject to continuing compliance with the representations, warranties and covenants set forth in the indenture governing the TNMP 2020 Bonds. The terms of the indenture governing the TNMP 2020 Bonds include the customary covenants discussed above. In the event of a change of control, TNMP will be required to offer to prepay the TNMP 2020 Bonds at par. TNMP has the right to redeem any or all of the TNMP 2020 Bonds prior to their respective maturities, subject to payment of a customary make-whole premium.

On July 14, 2021, TNMP entered into the TNMP 2021 Bond Purchase Agreement with institutional investors for the sale of $65.0 million aggregate principal amount of the TNMP 2021 Bonds offered in private placement transactions. On August 16, 2021, TNMP issued all $65.0 million of the TNMP 2021 Bonds at 2.44% with a maturity of August 15, 2035 and used the proceeds to repay existing debt and for other corporate purposes. The TNMP 2021 Bonds are subject to continuing compliance with the representations, warranties and covenants set forth in March 2019the supplemental indenture governing the TNMP 2021 Bonds. The terms of the supplemental indenture governing the TNMP 2021 Bonds include the customary covenants discussed above. In the event of a change of control, TNMP will be required to offer to prepay the TNMP 2021 Bonds at par. However, the definition of change of control in the supplemental indenture governing the TNMP 2021 Bonds will not be triggered by the closing of the Merger. TNMP has the right to redeem any or all of the TNMP 2021 Bonds prior to their maturity, subject to payment of a customary make-whole premium.

Merger Related Financing Activities

On October 20, 2020, the execution of the Merger Agreement constituted a “Change of Control” under certain PNMR, TNMP and PNMR Development debt agreements. Under each of the specified debt agreements, a “Change of Control” constitutes an “Event of Default,” pursuant to which the lender parties thereto have the right to accelerate the indebtedness under the debt agreements. The definition of Change of Control under the PNM debt agreements and PNM note purchase agreements was not triggered by the execution of the Merger Agreement.

On October 26, 2020, PNMR, TNMP and PNMR Development entered into amendment agreements with the lender parties thereto to amend the definition of “Change of Control” such that the entry into the Merger Agreement would not constitute a Change of Control and to waive the Event of Default arising from entry into the Merger Agreement. On September 15, 2021, PNMR and TNMP and the lender parties further amended the definition of “Change of Control” in the PNMR Revolving Credit Facility and the TNMP Revolving Credit Facility such that the closing of the Merger does not constitute a Change of Control under those facilities. The Change of Control provisions in the PNM debt agreements, PNM note purchase agreements, and TNMP 2021 Bond Purchase Agreement are not triggered by the closing of the Merger and did not require amendment.

The documents governing TNMP's aggregate $750.0 million of outstanding 2014 to 2020 First Mortgage Bonds (“TNMP FMBs”) obligated TNMP to offer, within 30 business days following the signing of the Merger Agreement, to prepay those $750.0 million outstanding TNMP FMBs at 100% of the principal amount, plus accrued and unpaid interest thereon, but without any make-whole amount or other premium. TNMP made such offer to prepay the TNMP FMBs in accordance with the terms of the TNMP FMBs, and none of the holders of the TNMP FMBs accepted TNMP’s offer. The documents governing the 2014 to 2020 TNMP FMBs require TNMP to make another offer, within 30 business days of closing of the Merger, to prepay those $750.0 million outstanding TNMP FMBs at par. TNMP will make such offer to prepay the $750.0 million outstanding 2014 to 2020 TNMP FMBs in accordance with the terms of the TNMP FMBs; however, holders of the TNMP FMBs are not required to tender their TNMP FMBs and may accept or reject such offer to prepay. As discussed above, the supplemental indenture that governs the TNMP 2021 Bonds excludes the Merger from the definition of Change of Control.

The TNMP FMBs are not registered under the Securities Act and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements and applicable state laws. The information in this Annual Report on Form 10-K is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or before July 1, 2019 is as follows:buy any securities in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Similar to the offer to prepay made
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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
Scheduled Funding Date Maturity Date Principal Amount Interest Rate
    (In millions)  
March 29, 2019 March 29, 2034 $75.0
 3.79%
March 29, 2019 March 29, 2039 75.0 3.92%
March 29, 2019 March 29, 2044 75.0 4.06%
    225.0
  
July 1, 2019 July 1, 2029 80.0
 3.60%
    $305.0
  
after signing the Merger Agreement, the post-Merger closing offer to prepay the TNMP FMBs will be made only pursuant to an offer to prepay, which will set forth the terms and conditions of the offer to prepay.

Interest Rate Hedging Activities


In September 2015, PNMR entered into a hedging agreement whereby it effectively established a fixed interest rate of 1.927% for borrowings under the PNMR 2015 Term Loan for the period from January 11, 2016 through its maturity on March 9, 2018. In 2017, PNMR entered into three3 separate four-year hedging agreements whereby itthat effectively established fixed interest rates of 1.926%, 1.823%, and 1.629%, plus customary spreads over LIBOR, subject to change if there is a change in PNMR’s credit rating, for three3 separate tranches, each of $50.0 million, of its variable rate debt.


These hedge agreements arewere accounted for as cash flow hedges. These hedge agreementshedges and had fair value gains totaling $1.0values of $0.9 million at December 31, 2018 that is included in other deferred charges and $1.4 million at December 31, 2017 that iswere included in other current assetsliabilities on the Consolidated Balance Sheets.Sheets at December 31, 2020. As discussed in Note 3, changes in the fair value of the cash flow hedges were deferred in AOCI and amounts reclassified to the Consolidated Statement of Earnings were recorded in interest charges. The fair values were determined using Level 2 inputs, under GAAP, including using forward LIBOR curves under the mid-market convention to discount cash flows over the remaining term of the agreement. On March 23, 2021, the 1.926% fixed interest rate hedge agreement expired according to its terms and the remaining agreements expired on May 23, 2021.

Borrowing Arrangements Between PNMR and its Subsidiaries
PNMR has one-year intercompany loan agreements with its subsidiaries. Individual subsidiary loan agreements vary in amount up to $100.0$150.0 million and have either reciprocal or non-reciprocal terms. Interest charged to the subsidiaries is equivalent to interest paid by PNMR on its short-term borrowings or the money-market interest rate if PNMR does not have any short-term borrowings outstanding. All balances outstanding under intercompany loan agreements are eliminated upon consolidation. See Note 1. PNM and TNMP had outstandingno borrowings of $0.1 million from PNMR at December 31, 20182021 and zero at2020. At February 22, 2019. TNMP18, 2022, PNM had no borrowings at December 31, 2017. PNMand TNMP had outstanding$45.5 million of borrowings of $19.8from PNMR. PNMR Development had zero and $0.3 million in short-term borrowings outstanding from PNMR at December 31, 20182021 and 2020 and none at February 18, 2022. PNMR had $6.4 million and zero at February 22, 2019. PNM had noin short-term borrowings outstanding borrowingsfrom PNMR Development at December 31, 2017.2021 and 2020 and $6.3 million at February 18, 2022.


Short-term Debt and Liquidity


Currently, the PNMR Revolving Credit Facility has a financing capacity of $300.0 million and the PNM Revolving Credit Facility has a financing capacity of $400.0 million. Both facilities currently expire on October 31, 2023 and contain options to be extended through October 2024. However, one lender, whose current commitment is $10.02024, subject to approval by a majority of the lenders. PNM also has the $40.0 million under the PNMRPNM 2017 New Mexico Credit Facility that expires on December 12, 2022. The TNMP Revolving Credit Facility is a $75.0 million revolving credit facility secured by $75.0 million aggregate principal amount of TNMP first mortgage bonds and matures on September 23, 2022 and contains 2 one-year extension options, subject to approval by a majority of the lenders. PNMR Development had a $40.0 million underrevolving credit facility that was set to expire on January 31, 2022. On May 18, 2021, the PNMPNMR Development Revolving Credit Facility did not agreewas terminated. Variable interest rates under these facilities are based on LIBOR but contain provisions which allow for the replacement of LIBOR with other widely accepted interest rates.

Short-term debt outstanding consists of:
 December 31,
Short-term Debt20212020
 (In thousands)
PNM:
PNM Revolving Credit Facility$7,400 $— 
PNM 2017 New Mexico Credit Facility— 10,000 
7,400 10,000 
TNMP Revolving Credit Facility400 — 
PNMR:
PNMR Revolving Credit Facility54,900 12,000 
PNMR Development Revolving Credit Facility— 10,000 
$62,700 $32,000 

In addition to extend its commitments beyondthe above borrowings, PNMR, PNM, and TNMP had letters of credit outstanding of $3.4 million, zero, and zero at December 31, 2021 that reduce the available capacity under their respective revolving credit facilities. In addition, PNMR had $30.3 million of letters of credit outstanding under the WFB LOC Facility. At December 31, 2021, interest rates on

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

October 31, 2020. Unless one or more of the other current lenders or a new lender assumes the commitments of the non-extending lender, the financing capacities will be reduced to $290.0 millionoutstanding borrowings were 1.61% for the PNMR Revolving Credit Facility, and $360.0 million1.35% for the PNM Revolving Credit Facility, beginning on November 1, 2020. The TNMP Revolving Credit Facility is a $75.0 million revolving credit facility secured by $75.0 million aggregate principal amount of TNMP first mortgage bonds. In September 2017, the TNMP Revolving Credit Facility was extended to mature on September 23, 2022.
At January 1, 2016, PNM had a $50.0 million unsecured revolving credit facility (the “PNM 2014 New Mexico Credit Facility”) that was scheduled to expire on January 8, 2018. On December 12, 2017, PNM entered into a new $40.0 million unsecured revolving credit facility (the “PNM 2017 New Mexico Credit Facility”) by and among PNM, the lenders identified therein, U.S. Bank National Association, as Administrative Agent, and BOKF, NA dba Bank of Albuquerque, as Syndication Agent to replace the PNM 2014 New Mexico Credit Facility. The eight participating lenders are all banks that have a significant presence or are headquartered in New Mexico. The PNM 2017 New Mexico Credit Facility expires on December 12, 2022 and contains covenants and conditions similar to those in the PNM Revolving Credit Facility.

On February 26, 2018, PNMR Development entered into a revolving credit facility with Wells Fargo Bank, National Association, as lender, which allows PNMR Development to borrow up to $24.5 million on a revolving credit basis and also provides for the issuance of letters of credit. The facility was scheduled to expire on February 25, 2019. On February 22, 2019, PNMR Development amended the revolving credit facility to increase the capacity to $25.0 million and to expire on February 24, 2020. The PNMR Development Revolving Credit Facility bears interest at a variable rate and contains terms similar to the PNMR Revolving Credit Facility. PNMR has guaranteed the obligations of PNMR Development under the facility. PNMR Development uses the facility to finance its participation in NMRD and for other activities.

Short-term debt outstanding consists of:
  December 31,
Short-term Debt 2018 2017
  (In thousands)
PNM:    
PNM Revolving Credit Facility $32,400
 $39,800
PNM 2017 New Mexico Credit Facility 10,000
 
  42,400
 39,800
TNMP Revolving Credit Facility 17,500
 
PNMR:    
PNMR Revolving Credit Facility 20,000
 165,600
PNMR One-Year Term Loans(1)
 150,000
 100,000
PNMR Development Revolving Credit Facility 6,000
 
  $235,900
 $305,400
(1) Includes both the PNMR 2018 One-Year Term Loan and the PNMR 2016 One-Year Term Loan (as extended)
In addition to the above borrowings, PNMR, PNM, and TNMP had letters of credit outstanding of $4.7 million, $2.5 million, and $0.1 million at December 31, 2018 that reduce the available capacity under their respective revolving credit facilities. In addition, PNMR had $30.3 million of letters of credit outstanding under the JPM LOC Facility. At December 31, 2018, interest rates on outstanding borrowings were 3.76% for the PNMR Revolving Credit Facility, 3.63% for the PNM Revolving Credit Facility, 3.17%0.85% for the TNMP Revolving Credit Facility, 3.56% forFacility. There were no borrowings outstanding under the PNM 2017 New Mexico Credit Facility 3.46% for the PNMR Development Revolving Credit Facility, and 3.20% for the PNMR 2018 One-Year Term Loan.at December 31, 2021.


At February 22, 2019,18, 2022, PNMR, PNM, and TNMP had $250.0$296.6 million, $397.5$400.0 million, and $37.4$63.2 million of availability under their respective revolving credit facilities, including reductions of availability due to outstanding letters of credit,credit. PNM had $30.0$40.0 million of availability under the PNM 2017 New Mexico Credit Facility, and PNMR Development had $14.1 million of availability under the PNMR Development Revolving Credit Facility. Total availability at February 22, 2019,18, 2022, on a consolidated basis, was $729.0$799.8 million for PNMR. At February 22, 2019,18, 2022, PNMR, PNM, and PNMTNMP had invested cash of $0.9 million, $1.0 million, and $18.1 million. TNMP had no invested cash at February 22, 2019.zero.



Long-Term Debt

Information concerning long-term debt outstanding and unamortized (premiums), discounts, and debt issuance costs is as follows:
 December 31, 2021December 31, 2020
PrincipalUnamortized Discounts, (Premiums), and Issuance Costs, netPrincipalUnamortized Discounts, (Premiums), and Issuance Costs, net
 (In thousands)
PNM Debt
Senior Unsecured Notes, Pollution Control Revenue Bonds:
1.875% due April 2033, mandatory tender - October 1, 2021$— $— $146,000 $301 
2.15% due April 2033146,000 1,003 — — 
2.125% due June 2040, mandatory tender - June 1, 202237,000 45 37,000 135 
2.45% due September 2042, mandatory tender - June 1, 202220,000 17 20,000 50 
Floating rate, weekly-mode— — 100,345 798 
0.875% due October 2026100,345 697 — — 
1.05% due January 2038, mandatory tender - June 1, 202236,000 75 36,000 226 
1.20% due June 2040, mandatory tender - June 1, 202211,500 24 11,500 72 
1.10% due June 2040, mandatory tender June 1, 2023130,000 535 130,000 892 
1.15% due June 2040, mandatory tender - June 1, 2024125,000 639 125,000 894 
Senior Unsecured Notes:
5.35% due October 2021— — 160,000 129 
3.15% due May 202355,000 106 55,000 184 
3.45% due May 2025104,000 353 104,000 457 
3.85% due August 2025250,000 1,075 250,000 1,375 
3.68% due May 202888,000 395 88,000 457 
3.78% due August 202815,000 69 15,000 80 
3.93% due May 203338,000 203 38,000 221 
4.22% due May 203845,000 259 45,000 275 
4.50% due May 204820,000 124 20,000 128 
4.60% due August 204885,000 530 85,000 550 
3.21% due April 2030150,000 1,331 150,000 1,490 
3.57% due April 203950,000 482 50,000 511 
2.59% due July 203380,000 443 — — 
3.14% due July 204180,000 450 — — 
2.29% due December 203150,000 293 — — 
2.97% due December 2041100,000 587 — — 
PNM 2019 $40.0 Million Term Loan due June 2021— — 40,000 — 
PNM 2021 $75.0 Million Term Loan due December 202275,000 — — — 
1,890,845 9,735 1,705,845 9,225 
Less current maturities179,500 161 346,000 430 
1,711,345 9,574 1,359,845 8,795 
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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

December 31, 2021December 31, 2020
PrincipalUnamortized Discounts, (Premiums), and Issuance Costs, netPrincipalUnamortized Discounts, (Premiums), and Issuance Costs, net
(In thousands)
TNMP Debt
First Mortgage Bonds:
6.95% due April 2043$93,198 $(15,202)$93,198 $(15,917)
4.03% due July 202480,000 264 80,000 369 
3.53% due February 202660,000 338 60,000 420 
3.22% due August 202760,000 324 60,000 380 
3.85% due June 202860,000 406 60,000 469 
3.79% due March 203475,000 460 75,000 497 
3.92% due March 203975,000 486 75,000 514 
4.06% due March 204475,000 501 75,000 524 
3.60% due July 202980,000 451 80,000 511 
2.73% due April 203085,000 699 85,000 784 
3.36% due April 205025,000 235 25,000 243 
2.93% due July 203525,000 224 25,000 241 
3.36% due July 205050,000 473 50,000 490 
2.44% due August 203565,000 489 — — 
908,198 (9,852)843,198 (10,475)
Less current maturities— — — — 
908,198 (9,852)843,198 (10,475)
PNMR Debt
PNMR 2021 Delayed-Draw Term Loan due May 2023900,000 241 — — 
PNMR 3.25% 2018 SUNs due March 2021— — 300,000 137 
PNMR Development Term Loan due January 2022— — 65,000 — 
PNMR 2019 Term Loan due June 2021— — 150,000 
PNMR 2020 Term Loan due January 2022— — 150,000 — 
PNMR 2020 Delayed-Draw Term Loan due January 2022— — 80,000 — 
900,000 241 745,000 143 
Less current maturities— — 230,000 52 
900,000 241 515,000 91 
Total Consolidated PNMR Debt3,699,043 124 3,294,043 (1,107)
Less current maturities179,500 161 576,000 482 
$3,519,543 $(37)$2,718,043 $(1,589)
Long-Term Debt

As discussed above, on January 18, 2019, PNM entered into the $250.0 million PNM 2019 Term Loan and used a portionReflecting mandatory tender dates, long-term debt maturities as of the proceeds under that agreement to repay the $200.0 million PNM 2017 Term Loan on that date. On February 26, 2019, TNMP entered into the TNMP 2019 Bond Purchase Agreement under which an aggregate of $305.0 million of TNMP 2019 Bonds are to be issued in March 2019 and on or before July 1, 2019. TNMP will use a portion of the proceeds from the TNMP 2019 Bonds to repay the $172.3 million 9.50% TNMP first mortgage bonds due on April 1, 2019. In accordance with GAAP, borrowings under the $200.0 million PNM 2017 Term Loan and the $172.3 million 9.50% TNMP first mortgage bonds are reflected as being long-term in the Consolidated Balance Sheets at December 31, 2018 since PNM and TNMP have demonstrated their intent and ability to re-finance these agreements on a long-term basis. In addition, aggregate borrowings of $450.0 million of PNM’s SUNs that were due on May 15, 2018 and August 1, 2018,2020 are reflected as being long-term in the Consolidated Balance Sheets since the PNM 2017 Senior Unsecured Note Agreement demonstrated PNM’s ability and intent to re-finance the aggregate $450.0 million Senior Unsecured Notes on a long-term basis at December 31, 2017.

Information concerning long-term debt outstanding and unamortized (premiums), discounts, and debt issuance costs is as follows:

  December 31, 2018 December 31, 2017
  Principal Unamortized Discounts, (Premiums), and Issuance Costs, net Principal Unamortized Discounts, (Premiums), and Issuance Costs, net
  (In thousands)
PNM Debt        
Senior Unsecured Notes, Pollution Control Revenue Bonds:        
1.875% due April 2033, mandatory tender - October 1, 2021 $146,000
 $1,022
 $146,000
 $1,383
6.25% due January 2038 36,000
 216
 36,000
 228
2.125% due June 2040, mandatory tender - June 1, 2022 37,000
 314
 37,000
 404
5.20% due June 2040, mandatory tender - June 1, 2020 40,045
 62
 40,045
 105
5.90% due June 2040 255,000
 1,950
 255,000
 2,040
6.25% due June 2040 11,500
 88
 11,500
 92
2.45% due September 2042, mandatory tender - June 1, 2022 20,000
 119
 20,000
 153
2.40% due June 2043, mandatory tender - June 1, 2020 39,300
 146
 39,300
 243
5.20% due June 2043, mandatory tender - June 1, 2020 21,000
 31
 21,000
 53
Senior Unsecured Notes:        
7.95% due May 2018 
 
 350,000
 272
7.50% due August 2018 
 
 100,025
 73
5.35% due October 2021 160,000
 455
 160,000
 617
3.15% due May 2023 55,000
 338
 
 
3.45% due May 2025 104,000
 666
 
 
3.85% due August 2025 250,000
 1,974
 250,000
 2,274
3.68% due May 2028 88,000
 581
 
 
3.78% due August 2028 15,000
 101
 
 
3.93% due May 2033 38,000
 256
 
 
4.22% due May 2038 45,000
 307
 
 
4.50% due May 2048 20,000
 138
 
 
4.60% due August 2048 85,000
 590
 
 
PNM 2017 Term Loan due January 2019 200,000
 1
 200,000
 23

 1,665,845
 9,355
 1,665,870
 7,960
Less current maturities 
 
 25
 2

 1,665,845
 9,355
 1,665,845
 7,958
PNMRPNMTNMPPNMR Consolidated
(In thousands)
2022$— $179,500 $— $179,500 
2023900,000 185,000 — 1,085,000 
2024— 125,000 80,000 205,000 
2025— 354,000 — 354,000 
2026— 100,345 60,000 160,345 
Thereafter— 947,000 768,198 1,715,198 
   Total$900,000 $1,890,845 $908,198 $3,699,043 

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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

(8)Lease Commitments

  December 31, 2018 December 31, 2017
  Principal Unamortized Discounts, (Premiums), and Issuance Costs, net Principal Unamortized Discounts, (Premiums), and Issuance Costs, net
  (In thousands)
TNMP Debt        
First Mortgage Bonds:        
9.50% due April 2019 172,302
 206
 172,302
 1,032
6.95% due April 2043 93,198
 (17,347) 93,198
 (18,057)
4.03% due July 2024 80,000
 580
 80,000
 686
3.53% due February 2026 60,000
 585
 60,000
 667
3.22% due August 2027 60,000
 494
 60,000
 552
3.85% due June 2028 60,000
 584
 
 
TNMP 2018 Term Loan due July 2020 35,000
 
 
 
  560,500
 (14,898) 465,500
 (15,120)
Less current maturities 
 
 
 
  560,500
 (14,898) 465,500
 (15,120)
PNMR Debt        
PNMR 2015 Term Loan due March 2018 
 
 150,000
 12
BTMU Term Loan 
 
 50,137
 1,001
PNMR 2016 Two-Year Term Loan due December 2018 
 
 100,000
 9
PNMR 3.25% 2018 SUNs due March 2021 300,000
 1,690
 
 
PNMR Development Term Loan due November 2020 90,000
 88
 
 
PNMR 2018 Two-Year Term Loan due December 2020 50,000
 
 
 
  440,000
 1,778
 300,137
 1,022
Less current maturities 
 
 257,268
 396
  440,000
 1,778
 42,869
 626
Total Consolidated PNMR Debt 2,666,345
 (3,765) 2,431,507
 (6,138)
Less current maturities 
 
 257,293
 398
  $2,666,345
 $(3,765) $2,174,214
 $(6,536)

Reflecting mandatory tender dates, but excludingThe Company enters into various lease agreements to meet its business needs and to satisfy the impactneeds of its customers. Historically, the Company’s leases were classified as operating leases and included leases for generating capacity from PVNGS Units 1 and 2, certain rights-of-way agreements for transmission lines and facilities, vehicles and equipment necessary to construct and maintain the Company’s assets and building and office equipment. In February 2016, the FASB issued ASU 2016-02 – Leases (Topic 842) to provide guidance on the recognition, measurement, presentation, and disclosure of leases. Among other things, ASU 2016-02 requires that all leases be recorded on the Consolidated Balance Sheets by recognizing a present value liability for future cash flows of the refinancings underlease agreement and a corresponding right-of-use asset. The Company adopted Topic 842 on January 1, 2019, its required effective date. The Company elected to use many of the PNM 2019 Term Loan andpractical expedients available upon adoption of the TNMP 2019 Bond Purchase Agreement discussed above, long-term debt maturitiesstandard. As a result, the Company will continue to classify its leases existing as of December 31, 2018 as operating leases until they expire or are follows:modified. In addition, the Company elected the practical expedient to not reevaluate the accounting for land easements and rights-of-way agreements existing at December 31, 2018. The Company also elected the use of the practical expedient to apply the requirements of the new standard on its effective date and has not restated prior periods to conform to the new guidance. Adoption of the lease standard has a material impact on the Company’s Consolidated Balance Sheets but does not have a material impact on the Consolidated Statements of Earnings or the Consolidated Statements of Cash Flows.

 PNMR PNM TNMP PNMR Consolidated
 (In thousands)
2019$
 $200,000
 $172,302
 $372,302
2020140,000
 100,345
 35,000
 275,345
2021300,000
 306,000
 
 606,000
2022
 57,000
 
 57,000
2023
 55,000
 
 55,000
Thereafter
 947,500
 353,198
 1,300,698
   Total$440,000
 $1,665,845
 $560,500
 $2,666,345

(8)Lease Commitments

Effective January 1, 2019, the Company accounts for contracts that convey the use and control of identified assets for a period of time as leases. The Company classifies leases as operating or financing by evaluating the terms of the lease agreement. Agreements under which the Company is likely to utilize substantially all of the economic value or life of the asset or that the Company is likely to own at the end of the lease term, either through purchase or transfer of ownership, are classified as financing leases. Leases not meeting these criteria are accounted for as operating leases. Agreements under which the Company is a lessor are insignificant. PNMR, PNM, and TNMP determine present value for their leases using their incremental borrowing rates at the commencement date of the lease or, when readily available, the rate implicit in the agreement. The Company leases office buildings, vehicles, and other equipment under operating leases.equipment. In addition, PNM leases interests in PVNGS Units 1 and 2 and certain rights-of-way agreements that are classified as leases. All of the Company’s leases with terms in excess of one year are recorded on the Consolidated Balance Sheets by recording a present value lease liability and a corresponding right-of-use asset. Operating lease expense is recognized within operating expenses according to the use of the asset on a straight-line basis. Financing lease costs, which are comprised primarily of fleet and office equipment leases commencing after January 1, 2019, are recognized by amortizing the right-of-use asset on a straight-line basis and by recording interest expense on the lease liability. Financing lease right-of-use assets amortization is reflected in depreciation and amortization and interest on financing lease liabilities is reflected as interest charges on the Company’s Consolidated Statements of Earnings.

PVNGS

PNM leases interests in Units 1 and 2 of PVNGS. The PVNGS leases were entered into in 1985 and 1986 and initially were scheduled to expire on January 15, 2015 for the 4 Unit 1 leases and January 15, 2016 for the 4 Unit 2 leases. Following procedures set forth in the PVNGS leases, PNM notified 4 of the lessors under the Unit 1 leases and 1 lessor under the Unit 2 lease that it would elect to renew those leases on the expiration date of the original leases. The 4 Unit 1 leases now expire on January 15, 2023 and the 1 Unit 2 lease now expires on January 15, 2024. The annual lease payments during the renewal periods aggregate $16.5 million for PVNGS Unit 1 and $1.6 million for Unit 2.

The terms of each of the extended leases do not provide for additional renewal options beyond their currently scheduled expiration dates. PNM had the option to purchase the assets underlying each of the extended leases at their fair market value or to return the lease interests to the lessors on the expiration dates. On June 11, 2020, PNM provided notice to the lessors and the NMPRC of its intent to return the assets underlying in both the PVNGS Unit 1 and Unit 2 leases upon their expiration in January 2023 and 2024. Although PNM elected to return the assets underlying the extended leases, PNM retains certain obligations related to PVNGS, including costs to decommission the facility. PNM is depreciating its capital improvements related to the extended leases using NMPRC approved rates through the end of the NRC license period for each unit, which expire in June 2045 for Unit 1 and in June 2046 for Unit 2.

On April 5, 2021, PNM and SRP entered into an Asset Purchase and Sale Agreement, pursuant to which PNM agreed to sell to SRP certain PNM-owned assets and nuclear fuel necessary to the ongoing operation and maintenance of leased capacity in PVNGS Unit 1 and Unit 2, which SRP has agreed to acquire from the lessors upon termination of the existing leases. The proposed transaction between PNM and SRP received all necessary approvals, including NRC approval for the transfer of the associated possessory licenses to SRP at the end of the term of each of the respective leases. See Notes 16 and 17 for
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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
information on other PVNGS matters including the PVNGS Leased Interest Abandonment Application which included PNM's request to create regulatory assets for the associated remaining undepreciated investments.

PNM is exposed to loss under the PVNGS lease arrangements upon the occurrence of certain events that PNM does not consider reasonably likely to occur. Under certain circumstances (for example, the NRC issuing specified violation orders with respect to PVNGS or the occurrence of specified nuclear events), PNM would be required to make specified payments to the lessors and take title to the leased interests. If such an event had occurred as of December 31, 2021, amounts due to the lessors under the circumstances described above would be up to $148.4 million, payable on January 15, 2022 in addition to the scheduled lease payments due on that date.

Land Easements and Rights-of-Ways

Many of PNM’s electric transmission and distribution facilities are located on lands that require the grant of rights-of-way from governmental entities, Native American tribes, or private parties. PNM has completed several renewals of rights-of-way, the largest of which is a renewal with the Navajo Nation, and has no significant rights-of-way that will expire within the next five years.Nation. PNM is obligated to pay the Navajo Nation annual payments of $6.0$6.0 million,, subject to adjustment each year based on the Consumer Price Index, through 2029. PNM’s April 20182021 payment for the amount due under the Navajo Nation right-of-way lease was $7.3 million, which included amounts due under the Consumer Price Index adjustment. Changes in the Consumer Price Index subsequent to January 1, 2019 are considered variable lease payments.


PNM has other prepaid rights-of-way agreements that are not accounted for as leases or recognized as a component of plant in service. PNM reflects the unamortized balance of these prepayments in other deferred charges on the Consolidated Balance Sheets and recognizes amortization expense associated with these agreements in the Consolidated Statement of Earnings over their term. As of December 31, 2021 and 2020, the unamortized balance of these rights-of-ways was $53.4 million and $55.8 million. During the years ended December 31, 2021, 2020, and 2019, PNM recognized amortization expense associated with these agreements of $3.7 million, $4.4 million, and $3.7 million.

Fleet Vehicles and Equipment

Fleet vehicle and equipment leases commencing on or after January 1, 2019 are classified as financing leases. Fleet vehicle and equipment leases existing as of December 31, 2018 are classified as operating leases. The Company’s fleet vehicle and equipment lease agreements include non-lease components for insignificant administrative and other costs that are billed over the life of the agreement. At December 31, 2021, residual value guarantees on fleet vehicle and equipment leases are $0.9 million, $1.4 million, and $2.3 million for PNM, TNMP, and PNMR.

Information related to the Company’s operating leases recorded on the Consolidated Balance Sheets is presented below:
December 31, 2021December 31, 2020
PNMTNMPPNMR ConsolidatedPNMTNMPPNMR Consolidated
(In thousands)
Operating leases:
Operating lease assets, net of amortization$73,903 $5,264 $79,511 $97,461 $7,206 $105,133 
Current portion of operating lease liabilities25,278 1,882 27,218 25,130 2,193 27,460 
Long-term portion of operating lease liabilities52,552 3,155 55,993 75,941 4,779 81,065 

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

As discussed above, the Navajo Nation right-of-way lease was $6.9 million, which included amounts due under the Consumer Price Index adjustment. All ofCompany classifies its fleet vehicle and equipment leases and its office equipment leases commencing on or after January 1, 2019 as financing leases. Information related to the Company’s financing leases as well asrecorded on the Navajo Nation rights-of-way agreement, are accounted for as operating leases. See New Accounting Pronouncements in Note 1.Consolidated Balance Sheets is presented below:

December 31, 2021December 31, 2020
PNMTNMPPNMR ConsolidatedPNMTNMPPNMR Consolidated
(In thousands)(In thousands)
Financing leases:
Non-utility property$15,171 $16,181 $31,695 $11,453 $13,299 $25,055 
Accumulated depreciation(4,550)(4,923)(9,660)(2,044)(2,241)(4,383)
Non-utility property, net$10,621 $11,258 $22,035 $9,409 $11,058 $20,672 
Other current liabilities
$2,731 $2,994 $5,813 $1,993 $2,397 $4,470 
Other deferred credits
7,732 8,273 16,075 7,176 8,669 15,972 
The PVNGS leases were entered into in 1985
Information concerning the weighted average remaining lease terms and 1986 and initially were scheduledthe weighted average discount rates used to expire on January 15, 2015determine the Company’s lease liabilities is presented below:
December 31, 2021December 31, 2020
PNMTNMPPNMR ConsolidatedPNMTNMPPNMR Consolidated
Weighted average remaining lease term (years):
Operating leases5.602.905.446.233.466.04
Financing leases4.304.144.204.784.844.79
Weighted average discount rate:
Operating leases3.99 %3.98 %3.99 %3.93 %4.06 %3.94 %
Financing leases2.60 %2.71 %2.65 %2.76 %2.84 %2.80 %

Information for the four Unit 1 leases and January 15, 2016 for the four Unit 2 leases. Eachcomponents of the leases provided PNM with an option to purchase the leased assets at fair market value at the endlease expense is as follows:
Year Ended December 31, 2021
PNMTNMPPNMR Consolidated
(In thousands)
Operating lease cost$26,690 $2,445 $29,270 
Amounts capitalized(836)(2,115)(2,951)
Total operating lease expense25,854 330 26,319 
Financing lease cost:
Amortization of right-of-use assets2,507 2,682 5,277 
Interest on lease liabilities263 307 574 
Amounts capitalized(1,726)(2,678)(4,404)
Total financing lease expense1,044 311 1,447 
Variable lease expense380 — 380 
Short-term lease expense (1)
2,972 3,035 
Total lease expense for the period$30,250 $647 $31,181 
(1) Includes expense of the leases, but PNM did not have a fixed price purchase option. In addition, the leases provided PNM with options to renew the leases at fixed rates set forth in each of the leases for two years beyond the termination of the original lease terms. The option periods on certain leases could be further extended for up to an additional six years (the “Maximum Option Period”) if the appraised remaining useful lives and fair value of the leased assets were greater than parameters set forth in the leases. The rental payments during the fixed renewal option periods are 50% of the amounts during the original terms of the leases. Gross annual lease payments aggregated $33.0 million for the Unit 1 leases and $23.7 million for the Unit 2 leases prior to the expiration of their original terms.

Following procedures set forth in the PVNGS leases, PNM notified each of the four lessors under the Unit 1 leases and the lessor under the one Unit 2 lease containing the Maximum Option Period provision that it would elect to renew those leases for the Maximum Option Period on the expiration date of the original leases. PNM and each of those lessors entered into amendments to each of the leases setting forth the terms and conditions that would implement the extension of the term of the leases through the agreed upon Maximum Option Period. The four Unit 1 leases now expire on January 15, 2023 and the one Unit 2 lease now expires on January 15, 2024. The annual payments during the renewal periods aggregate $16.5 million for the PVNGS Unit 1 leases and $1.6$2.5 million for the Unit 2 lease, which are included in the table of future lease payments shown below.

The terms of each of the extended leases do not provide for additional renewal options beyond their currently scheduled expiration dates. PNM has the option to purchase the assets underlying each of the extended leases at their fair market values or to return the lease interests to the lessors on the expiration dates. Under the terms of the extended leases, PNM has until January 15, 2020 for the Unit 1 leases and January 15,twelve months ended December 31, 2021 for the Unit 2 lease to provide notices to the lessorsrental of PNM’s intent to exercise the purchase options or to return the leased assets to the lessors. PNM’s elections are independent for each lease and are irrevocable. In the proceeding addressing PNM’s 2017 IRP (Note 17), PNM agreed to promptly notify the NMPRC of a decision to extend the Unit 1 or 2 leases, or to exercise its option to purchase the leased assets at fair market value upon the expiration of leases. If PNM elects to exercise its purchase option under any of the leases, the leases provide an appraisal process to determine fair market value. If PNM elects to return the assets underlying the extended leases, PNM will retain certain obligations related to PNVGS, including costs to decommissioning the facility. PNM would seek to recover its undepreciated investments at the end of the PVNGS leases as well as any future obligations related to PNM’s leased capacity from NM retail customers. Any transfer of the assets underlying the leases will be required to comply with NRC licensing requirements.

For the three PVNGS Unit 2 leases that did not contain the Maximum Option Period provisions, PNM, following procedures set forth in the leases, notified each of the lessors that PNM would elect to purchase the assets underlying those leases on the expiration date of the original leases. PNM and the lessors under these leases entered into agreements that established the purchase price, representing the fair market value, to be paid by PNM for the assets underlying the leases on January 15, 2016. On January 15, 2016, PNM paid $78.1 million to the lessor under one lease for 31.25 MW of the entitlement from PVNGS Unit 2 and $85.2 million to the lessors under the other two leases for 32.76 MW of the entitlement from PVNGS Unit 2. See Note 17 for information concerning the NMPRC’s treatment of the purchased assets and extended leases in PNM’s NM 2015 Rate Case.

As discussed in Note 16, the NMPRC’s final order in the NM 2015 Rate Case ultimately authorized PNM to recover certain coststemporary cooling towers associated with the extended PVNGSSJGS Unit 1 and 2 leases through January 2023 and 2024 and to recover a portionoutage. These amounts are partially offset with insurance reimbursements of $1.8 million for the January 2016 purchase price of assets underlying certain other leases intwelve months ended December 31, 2021. For additional information on the SJGS Unit 2 but has prohibited PNM from recovering future contributions to the trusts that will be used to fund decommissioning of these interests. The NMPRC’s decisions in the NM 2015 Rate Case are currently being appealed at the NM Supreme Court. PNM cannot predict the outcome of the appeals these matters in the NM Supreme Court or what decisions the NMPRC might reach regarding PNM’s ultimate decision to further extend, purchase, or return the assets underlying the extended leases.1 outage see Note 17.

Covenants in PNM’s PVNGS Units 1 and 2 lease agreements limit PNM’s ability, without consent of the owner participants in the lease transactions, (i) to enter into any merger or consolidation, or (ii) except in connection with normal dividend policy, to convey, transfer, lease or dividend more than 5% of its assets in any single transaction or series of related transactions. PNM is

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

Year Ended December 31, 2020
PNMTNMPPNMR Consolidated
(In thousands)
Operating lease cost$27,302 $2,870 $30,418 
Amounts capitalized(1,020)(2,375)(3,395)
Total operating lease expense26,282 495 27,023 
Financing lease cost:
Amortization of right-of-use assets1,563 1,775 3,412 
Interest on lease liabilities221 285 511 
Amounts capitalized(1,056)(1,754)(2,810)
Total financing lease expense728 306 1,113 
Variable lease expense221 — 221 
Short-term lease expense288 295 
Total lease expense for the period$27,519 $806 $28,652 
exposed to losses under the PVNGS lease arrangements upon the occurrence of certain events that PNM does not consider to be reasonably likely to occur. Under certain circumstances (for example, the NRC issuing specified violation orders with respect to PVNGS or the occurrence of specified nuclear events), PNM would be required to make specified payments
Supplemental cash flow information related to the owner participants and take title toCompany’s leases is as follows:

Year Ended December 31, 2021Year Ended December 31, 2020
PNMTNMPPNMR ConsolidatedPNMTNMPPNMR Consolidated
(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$25,655 $323 $26,129 $26,007 $596 $27,121 
Operating cash flows from financing leases90 34 128 82 48 136 
Financing cash flows from financing leases870 339 1,296 557 307 936 
Non-cash information related to right-of-use assets obtained in exchange for lease obligations:
Operating leases$— $317 $317 $— $— $— 
Financing leases3,792 3,126 6,958 6,588 8,985 15,614 

Capitalized lease costs are reflected as investing activities on the leased interests. ExerciseCompany’s Consolidated Statements of renewal options underCash Flows for the leases required that amounts payable to the owner participants under the circumstances described above would increase to the fair market value as of the renewal date. If such an event had occurred as oftwelve months ended December 31, 2018, amounts due to the lessors under the circumstances described above would be up to $163.8 million, payable on January 15, 2019 in addition to the scheduled lease payments due on January 15, 2019. In such event, PNM would record the acquired assets at the lower of their fair value or the amount paid.

Operating lease expense, including the PVNGS leases was:2021 and 2020.
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 PNMR PNM TNMP
 (In thousands)
2018$37,959
 $33,085
 $4,351
2017$35,972
 $31,817
 $3,570
2016$37,432
 $32,843
 $3,748
Table of Contents

PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
Future expected operating lease payments at December 31, 2018 are shown below:

As of December 31, 2021
PNMTNMPPNMR Consolidated
FinancingOperatingFinancingOperatingFinancingOperating
(In thousands)
2022$2,962 $26,266 $3,253 $1,888 $6,307 $28,365 
20232,841 17,735 3,017 1,480 5,912 19,395 
20242,159 7,908 2,546 1,030 4,719 8,987 
20251,345 6,946 1,638 525 2,985 7,509 
20261,022 6,880 834 449 1,857 7,367 
Later years724 20,640 613 — 1,336 20,823 
Total minimum lease payments11,053 86,375 11,901 5,372 23,116 92,446 
Less: Imputed interest590 8,545 634 335 1,228 9,235 
Lease liabilities as of December 31, 2021$10,463 $77,830 $11,267 $5,037 $21,888 $83,211 
 PNMR PNM TNMP
 (In thousands)
2019$31,772
 $27,691
 $3,664
202030,404
 27,000
 3,102
202129,012
 26,462
 2,324
202228,175
 26,217
 1,795
202318,868
 17,447
 1,279
Later years43,489
 42,329
 1,150
   Total minimum lease payments$181,720
 $167,146
 $13,314


The above table includes $18.5$11.3 million, $14.5 million, and $25.8 million for PNM, TNMP, and PNMR at PNMR, $7.5 million at PNM, and $11.0 million at TNMPDecember 31, 2021 for expected future payments on fleet vehicle and equipment leases that could be avoided if the leasesleased assets were returned and the lessor is able to recover estimated market value for the equipment from third parties. The Company’s contractual commitments for leases that have not yet commenced are insignificant.
 
(9)Fair Value of Derivative and Other Financial Instruments

(9)Fair Value of Derivative and Other Financial Instruments

Fair value is defined under GAAP as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value is based on current market quotes as available and is supplemented by modeling techniques and assumptions made by the Company to the extent quoted market prices or volatilities are not available. External pricing input availability varies based on commodity location, market liquidity, and term of the agreement, and, for commodities, location.agreement. Valuations of derivative assets and liabilities take into account nonperformance risk, including the effect of counterparties’ and the Company’s credit risk. The Company regularly assesses the validity and availability of pricing data for its derivative transactions. Although the Company uses its best judgment in estimating the fair value of these instruments, there are inherent limitations in any estimation technique.

Energy Related Derivative Contracts
Overview

The primary objective for the use of commodity derivative instruments, including energy contracts, options, swaps, and futures, is to manage price risk associated with forecasted purchases of energy and fuel used to generate electricity, as well as managing anticipated generation capacity in excess of forecasted demand from existing customers. PNM’s energy related derivative contracts manage commodity risk. PNM is required to meet the demand and energy needs of its customers. PNM is exposed to market risk for the needs of its customers not covered under athe FPPAC.


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TableIn 2021, PNM entered into 3 agreements to purchase power from third parties at a fixed price in order to ensure that customer demand during the 2022 summer peak load period is met. Two of Contentsthe agreements, the purchase of 85 MW from June through September 2022 and the purchase of 40 MW for the full year of 2022, are not considered derivatives because there are no notional amounts due to the unit-contingent nature of the agreements. The third agreement for the purchase of 150 MW firm power in June and September 2022 meets the definition of an economic hedge described below and has been accounted for accordingly.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

PNM was exposed to market risk for its share of PVNGS Unit 3 through December 31, 2017, at which time PVNGS Unit 3 became a jurisdictional resource to serve New Mexico retail customers. Beginning January 1, 2018, PNM is exposed to market risk for its 65 MW interest in SJGS Unit 4, thatwhich is held as merchant plant as ordered by the NMPRC (Note 16).NMPRC. PNM has entered into agreements to sell power from 36 MW of that capacity to a third party at a fixed price for the period January 1, 2018 through June 30,May 31, 2022, subject to certain conditions. Under these agreements, PNM is obligated to deliver 36 MW of power only when SJGS Unit 4 is operating.  These agreements are not considered derivatives because there is no notional amount due to the unit-contingent nature of the transactions.

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
PNM and Tri-State have a hazard sharing agreement that expires in May 2022. Under this agreement, each party sells the other party 100 MW of capacity and energy from a designated generation resource on a unit contingent basis, subject to certain performance guarantees. Both the purchases and sales are made at the same market index price. This agreement serves to reduce the magnitude of each party’s single largest generating hazard and assists in enhancing the reliability and efficiency of their respective operations. PNM passes the sales and purchases through to customers under PNM’s FPPAC.

PNM’s operations are managed primarily through a net asset-backed strategy, whereby PNM’s aggregate net open forward contract position is covered by its forecasted excess generation capabilities or market purchases. PNM could be exposed to market risk if its generation capabilities were to be disrupted or if its load requirements were to be greater than anticipated. If all or a portion of load requirements were required to be covered as a result of such unexpected situations, commitments would have to be met through market purchases. TNMP does not enter into energy related derivative contracts.

Commodity Risk

Marketing and procurement of energy often involve market risks associated with managing energy commodities and establishing positions in the energy markets, primarily on a short-term basis. PNM routinely enters into various derivative instruments such as forward contracts, option agreements, and price basis swap agreements to economically hedge price and volume risk on power commitments and fuel requirements and to minimize the effect of market fluctuations. PNM monitors the market risk of its commodity contracts in accordance with approved risk and credit policies.

Unusually cold weather in February 2021 resulted in higher-than-expected natural gas and purchased power costs. PNM mitigated the impacts from the cold weather by securing gas supplies in advance, engaging in market purchases when lower prices were available, and adjusting plant operation of its gas units to minimize reliance on higher-priced gas supplies. PNM estimates the impact of the cold weather conditions in the first quarter of 2021 resulted in approximately $20 million of additional natural gas costs and approximately $8 million in additional purchased power costs. These fuel increases are passed through to customers under the FPPAC.

Accounting for Derivatives

Under derivative accounting and related rules for energy contracts, PNM accounts for its various instruments for the purchase and sale of energy, which meet the definition of a derivative, based on PNM’s intent. During the years ended December 31, 2018, 2017,2021, 2020, and 2016,2019, PNM was not hedging its exposure to the variability in future cash flows from commodity derivatives through designated cash flowsflow hedges. The derivative contracts recorded at fair value that do not qualify or are not designated for cash flow hedge accounting are classified as economic hedges. Economic hedges are defined as derivative instruments, including long-term power agreements, used to economically hedge generation assets, purchased power and fuel costs, and customer load requirements. Changes in the fair value of economic hedges are reflected in results of operations and are classified between operating revenues and cost of energy according to the intent of the hedge. PNM also uses economic hedges under an NMPRC approved hedging plan to manage fuel and purchased power costs related to customers covered by its FPPAC. Changes in the fair value of instruments covered by its FPPAC are recorded as regulatory assets and liabilities. PNM has no trading transactions.
 
Commodity Derivatives

PNM’s commodity derivative instruments that are recorded at fair value, all of which are accounted for as economic hedges and considered Level 2 fair value measurements, are summarized as follows:presented in the following line items on the Consolidated Balance Sheets:
 Economic Hedges
 December 31,
 20212020
 (In thousands)
Other current assets$684 $1,096 
Other deferred charges0455 
684 1,551 
Other current liabilities(2,275)(1,096)
Other deferred credits0(455)
(2,275)(1,551)
Net$(1,591)$— 
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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
 Economic Hedges
 December 31,
 2018 2017
 (In thousands)
Current assets$1,083
 $1,088
Deferred charges2,511
 3,556
 3,594
 4,644
Current liabilities(1,177) (1,182)
Long-term liabilities(2,511) (3,556)
 (3,688) (4,738)
Net$(94) $(94)
Certain of PNM’s commodity derivative instruments in the above table are subject to master netting agreements whereby assets and liabilities could be offset in the settlement process. PNM does not offset fair value and cash collateral for derivative instruments under master netting arrangements and the above table reflects the gross amounts of fair value assets and liabilities for commodity derivatives. Included in the table above table are equal amounts of current assets and current liabilities aggregating $3.6$0.5 million at December 31, 20182021 and $4.6all $1.6 million at December 31, 2017,2020 resulting from PNM’s hazard sharing arrangements with Tri-State

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

(Note 17).Tri-State. The hazard sharing arrangements are net-settled upon delivery. Other amounts that could be offset under master netting agreements were immaterial.
At December 31, 2018 and 2017, PNM had no amounts recognized for the legal right to reclaim cash collateral. However, at December 31, 2018 and 2017, amounts posted as cash collateral under margin arrangements were $1.0 million and $0.8 million. At December 31, 2018 and 2017, obligations to return cash collateral were $1.0 million and $0.9 million. Cash collateral amounts are included in other current assets and other current liabilities on the Consolidated Balance Sheets.

As discussed above, PNM has a NMPRC-approved hedging plan to manage fuel and purchased power costs related to customers covered by its FPPAC. The table above includes less than $0.2 million in current assets and $1.8 million of current liabilities related to this plan at December 31, 2021. There were no amounts hedged under this plan as of December 31, 2018 or 2017.2020.
At December 31, 2021 and 2020, PNM had no amounts recognized for the legal right to reclaim cash collateral. However, at both December 31, 2021 and 2020, amounts posted as cash collateral under margin arrangements were $0.5 million, which is included in other current assets on the Consolidated Balance Sheets. At both December 31, 2021 and 2020, obligations to return cash collateral were $0.9 million. Cash collateral amounts are included on the Consolidated Balance Sheets in other current liabilities at December 31, 2021 and other deferred credits at December 31, 2020.
 
The following table presents the effecteffects of mark-to-market commodity derivative instruments on PNM’s earnings, excluding income tax effects.revenues and cost of energy during the years ended December 31, 2021 and 2020 were less than $0.1 million. Commodity derivatives had no impact on OCI for the periods presented.

 
Economic
Hedges
 Year Ended
December 31,
 2018 2017 2016
 (In thousands)
Electric operating revenues$(50) $5,151
 $(53)
Cost of energy(52) (5,386) (1,208)
Total gain (loss)$(102) $(235) $(1,261)
Commodity contract volume positions are presented in MMBTU for gas related contracts and in MWh for power related contracts. The table below presents PNM’s net buy (sell) volume positions:positions for energy were 122,400 MWh and zero MWh at December 31, 2021 and 2020. PNM had no open gas commodity volume positions at December 31, 2021 and 2020.
Economic Hedges
MMBTUMWh
December 31, 2018100,000

December 31, 2017100,000



PNM has contingent requirements to provide collateral under commodity contracts having an objectively determinable collateral provision that are in net liability positions and are not fully collateralized with cash. In connection with managing its commodity risks, PNM enters into master agreements with certain counterparties. If PNM is in a net liability position under an agreement, some agreements provide that the counterparties can request collateral if PNM’s credit rating is downgraded; other agreements provide that the counterparty may request collateral to provide it with “adequate assurance” that PNM will perform; and others have no provision for collateral. At December 31, 20182021 and 2017,2020, PNM had no such contracts in a net liability position.


Non-Derivative Financial Instruments


The carrying amounts reflected on the Consolidated Balance Sheets approximate fair value for cash, receivables, and payables due to the short period of maturity. Investment securities are carried at fair value. Investment securities consist of PNM assets held in the NDT for its share of decommissioning costs of PVNGS and trusts for PNM’s share of final reclamation costs related to the coal mines serving SJGS and Four Corners (Note 16).Corners. See Note 16. At December 31, 20182021 and 2017,2020, the fair value of investment securities included $287.1$394.5 million and $293.7$379.2 million for the NDT and $41.1$68.6 million and $29.8$60.9 million for the coal mine reclamation trusts.


In January 2016, the FASB issued Accounting Standards Update 2016-01 Financial Instruments (Subtopic 825-10), which makes targeted improvements to GAAP regarding financial instruments. ASU 2016-01 eliminates the requirement to classify investments in equity securities with readily determinable fair values into trading orPNM records a realized loss as an impairment for any available-for-sale categories and requires those equity securities to be measured atdebt security that has a fair value with changes in fair value recognized in net income ratherthat is less than in OCI. Under ASU 2016-01,its carrying value. As a result, the accounting forCompany has no available-for-sale debt securities remains essentially unchanged. The accounting required by ASU 2016-01 isfor which carrying value exceeds fair value and there are no impairments considered to be applied prospectively with a cumulative effect adjustment recorded as“other than temporary” that are included in AOCI and not recognized in earnings. All gains and losses resulting from sales and changes in the fair value of equity securities are recognized immediately in earnings. Gains and losses recognized on the beginningConsolidated Statements of Earnings related to investment securities in the year ofNDT and reclamation trusts are presented in the following table:

Year ended December 31,
202120202019
(In thousands)
Equity securities:
Net gains from equity securities sold$8,738 $5,861 $5,698 
Net gains (losses) from equity securities still held(442)17,707 18,319 
Total net gains on equity securities8,296 23,568 24,017 
Available-for-sale debt securities:
Net gains (losses) on debt securities8,554 (1,969)5,572 
Net gains on investment securities$16,850 $21,599 $29,589 
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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

adoption. ASU 2016-01 also revises certain presentation and disclosure requirements. Accordingly, the following information for 2018 is presented under ASU 2016-01 and the information for 2017 is presented under prior GAAP.

Prior to 2018, PNM classified all debt and equity investments held in the NDT and coal mine reclamation trusts as available-for-sale securities. Unrealized losses on these securities were recorded immediately through earnings and unrealized gains were recorded in AOCI until the securities were sold.

On January 1, 2018, PNM recorded an after-tax cumulative effect adjustment of $11.2 million to reclassify unrealized holding gains on equity securities held in the NDT and coal mine reclamation trusts from AOCI to retained earnings on the Consolidated Balance Sheets. After January 1, 2018, all gains and losses resulting from sales and changes in the fair value of equity securities are recognized in earnings.

Gains and losses recognized on the Consolidated Statements of Earnings related to investment securities in the NDT and reclamation trusts are presented in the following table.
  
Year Ended
December 31, 2018
  (In thousands)
Equity securities:  
Net gains from equity securities sold $4,864
Net (losses) from equity securities still held (10,523)
Total net (losses) on equity securities (5,659)
Available-for-sale debt securities:  
Net (losses) on debt securities (11,517)
Net (losses) on investment securities $(17,176)


The proceeds and gross realized gains and losses on the disposition of securities held in the NDT and coal mine reclamation trusts are shown in the following table. Realized gains and losses are determined by specific identification of costs of securities sold. Gross realized losses shown below exclude the (increase)/decrease in realized impairment losses of $(9.4)$0.7 million, $3.3$(3.2) million, and $(1.2)$3.0 million for the years ended December 31, 2018, 20172021, 2020 and 2016.2019.

Year Ended December 31, Year Ended December 31,
2018 2017 2016 202120202019
(In thousands) (In thousands)
Proceeds from sales$984,533
 $637,492
 $522,601
Proceeds from sales$459,867 $590,998 $494,528 
Gross realized gains$19,358
 $36,896
 $46,116
Gross realized gains$39,408 $35,904 $25,760 
Gross realized (losses)$(16,624) $(12,993) $(25,430)Gross realized (losses)$(22,815)$(28,817)$(17,453)
Held-to-maturity securities are those investments in debt securities that the Company has the ability and intent to hold until maturity.
At December 31, 2017, PNMR’s held-to-maturity securities consisted of the Westmoreland Loan. In May 2018, the full amount owed under the Westmoreland Loan was repaid (Note 16).
The Company has no available-for-sale debt securities for which carrying value exceeds fair value. There are no impairments considered to be “other than temporary” that are included in AOCI and not recognized in earnings.

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

At December 31, 2018,2021, the available-for-sale debt securities held by PNM, had the following final maturities:
Fair Value
(In thousands)
Within 1 year$29,680 
After 1 year through 5 years77,278 
After 5 years through 10 years93,302 
After 10 years through 15 years20,893 
After 15 years through 20 years12,933 
After 20 years39,120 
$273,206 
 Fair Value
 (In thousands)
Within 1 year$12,488
After 1 year through 5 years63,600
After 5 years through 10 years60,344
After 10 years through 15 years9,984
After 15 years through 20 years10,904
After 20 years48,418
 $205,738

Fair Value Disclosures

The Company determines the fair values of its derivative and other financial instruments based on the hierarchy, established in GAAP, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. GAAP describesThere are three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company records any transfers between fair value hierarchy levels as of the end of each calendar quarter. There were no transfers between levels during the years ended December 31, 2018 and 2017. See New Accounting Pronouncements in Note 1.

For investment securities, Level 2 and Level 3 fair values are provided by fund managers utilizing a pricing service. For Level 2 fair values, the pricing provider predominantly uses the market approach using bid side market valuevalues based upon a hierarchy of information for specific securities or securities with similar characteristics. Fair values of Level 2 investments in mutual funds are equal to net asset value as of year-end. Level 3 investments are comprised of corporate term loans and, at December 31, 2017, the Westmoreland Loan.value. For commodity derivatives, Level 2 fair values are determined based on market observable inputs, which are validated using multiple broker quotes, including forward price, volatility, and interest rate curves to establish expectations of future prices. Credit valuation adjustments are made for estimated credit losses based on the overall exposure to each counterparty. For the Company’s long-term debt, Level 2 fair values are provided by an external pricing service. The pricing service primarily utilizes quoted prices for similar debt in active markets when determining fair value. The valuation of Level 3 investments, when applicable, requires significant judgment by the pricing provider due to the absence of quoted market values, changes in market conditions, and the long-term nature of the assets. The significant unobservable inputs include the trading multiplesCompany has no Level 3 investments as of public companies that are considered comparable to the company being valued, company specific issues, estimates of liquidation value, current operating performanceDecember 31, 2021 and future expectations of performance, changes in market outlook and the financing environment, capitalization rates, discount rates, and cash flows. For the Westmoreland Loan, fair values were determined using an internal valuation model of discounted cash flows that took into consideration discount rates observable for similar types of assets and liabilities. Management of the Company independently verifies the information provided by pricing services.2020.

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

Items recorded at fair value by PNM on the Consolidated Balance Sheets are presented below by level of the fair value hierarchy along with gross unrealized gains on investments in available-for-sale securities. Under ASU 2016-01, PNM does not classify its investments in equity instruments as available-for-sale securities beginning January 1, 2018.
GAAP Fair Value Hierarchy
TotalQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs
(Level 2)
Unrealized Gains
(In thousands)
December 31, 2021
Cash and cash equivalents$7,895 $7,895 $— 
Equity securities:
Corporate stocks, common97,626 97,626 — 
Corporate stocks, preferred9,114 3,775 5,339 
Mutual funds and other75,285 75,241 44 
Available-for-sale debt securities:
U.S. government43,128 13,204 29,924 $214 
International government16,001 — 16,001 1,508 
Municipals47,050 — 47,050 1,807 
Corporate and other167,027 — 167,027 12,212 
$463,126 $197,741 $265,385 $15,741 
   GAAP Fair Value Hierarchy  
 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs
(Level 2)
 Significant Unobservable Inputs
(Level 3)
 Unrealized Gains
 (In thousands)
December 31, 2018         
Cash and cash equivalents$11,472
 $11,472
 $
 $
  
Equity securities:         
Corporate stocks, common32,997
 32,997
 
 
  
Corporate stocks, preferred7,258
 1,654
 5,604
 
  
Mutual funds and other70,777
 70,777
 
 
  
Available-for-sale debt securities:
        
U.S. Government29,503
 18,662
 10,841
 
 $1,098
International Government8,435
 
 8,435
 
 90
Municipals53,642
 
 53,642
 
 489
Corporate and other114,158
 588
 111,414
 2,156
 923
 $328,242
 $136,150
 $189,936
 $2,156
 $2,600
          
Commodity derivative assets$3,594
 $
 $3,594
 $
  
Commodity derivative liabilities(3,688) 
 (3,688) 
  
Net$(94) $
 $(94) $
  
December 31, 2017  
    
Available-for-sale securities         
Cash and cash equivalents$52,636
 $52,636
 $
 $
  
Equity securities:         
Domestic value40,032
 40,032
 
 
 $4,011
Domestic growth35,456
 35,456
 
 
 3,995
International and other45,867
 42,332
 3,535
 
 6,810
Fixed income securities:         
U.S. Government34,317
 33,645
 672
 
 273
Municipals48,076
 
 48,076
 
 1,225
Corporate and other67,140
 
 67,140
 
 1,714
 $323,524
 $204,101
 $119,423
 $
 $18,028
          
Commodity derivative assets$4,644
 $
 $4,644
 $
  
Commodity derivative liabilities(4,738) 
 (4,738) 
  
Net$(94) $
 $(94) $
  

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

December 31, 2020
Cash and cash equivalents$6,107 $6,107 $— 
Equity securities:
Corporate stocks, common85,271 85,271 — 0
Corporate stocks, preferred9,910 3,608 6,302 0
Mutual funds and other58,817 58,762 55 0
Available-for-sale debt securities:
U.S. government55,839 29,579 26,260 $950 
International government16,032 — 16,032 2,537 
Municipals50,139 — 50,139 2,779 
Corporate and other158,000 157,997 21,121 
$440,115 $183,330 $256,785 $27,387 
The carrying amounts and fair values of investments in the Westmoreland Loan, other investments, and long-term debt, all of which are considered Level 2 fair value measurements and are not recorded at fair value on the Consolidated Balance Sheets are presented below:
 Carrying
Amount
Fair Value
December 31, 2021(In thousands)
PNMR$3,698,919 $3,915,010 
PNM$1,881,110 $1,975,987 
TNMP$918,050 $1,039,023 
December 31, 2020
PNMR$3,295,150 $3,571,382 
PNM$1,696,620 $1,818,169 
TNMP$853,673 $1,006,722 
     GAAP Fair Value Hierarchy
 
Carrying
Amount
 Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) 
Significant Unobservable Inputs
(Level 3)
December 31, 2018(In thousands)
PNMR         
Long-term debt$2,670,111
 $2,703,810
 $
 $2,703,810
 $
Other investments$297
 $297
 $297
 $
 $
PNM         
Long-term debt$1,656,490
 $1,668,736
 $
 $1,668,736
 $
Other investments$91
 $91
 $91
 $
 $
TNMP         
Long-term debt$575,398
 $597,236
 $
 $597,236
 $
Other investments$206
 $206
 $206
 $
 $
          
December 31, 2017         
PNMR         
Long-term debt$2,437,645
 $2,554,836
 $
 $2,554,836
 $
Westmoreland Loan$56,640
 $66,588
 $
 $
 $66,588
Other investments$503
 $503
 $503
 $
 $
PNM         
Long-term debt$1,657,910
 $1,727,135
 $
 $1,727,135
 $
Other investments$283
 $283
 $283
 $
 $
TNMP         
Long-term debt$480,620
 $527,563
 $
 $527,563
 $
Other investments$220
 $220
 $220
 $
 $


The carrying amount and fair value of the Company’s other investments presented on the Consolidated Balance Sheets are not material and not shown in the above table.
Investments Held by Employee Benefit Plans
As discussed in Note 11, PNM and TNMP have trusts that hold investment assets for their pension and other postretirement benefit plans. The fair value of the assets held by the trusts impacts the determination of the funded status of
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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
each plan but the assets are not reflected on the Company’s Consolidated Balance Sheets. Both the PNM Pension Plan and the TNMP Pension Plan hold units of participation in the PNM Resources, Inc. Master Trust (the “PNMR Master Trust”), which was established for the investment of assets of the pension plans. The Company changed itsPNM Pension Plan’s investment allocation targets by decreasing thein 2021 consist of 35% equities, 15% alternative investments (both of which are considered return generating), and 50% fixed incomeincome. The TNMP Pension Plan’s investment allocation targets in 2021 consist of 16% equities, 14% alternative investments used to match pension liabilities from 65% to 54% in 2018.(both of which are considered return generating), and 70% fixed income.
GAAP provides a practical expedient that allows the net asset value per share to be used as fair value for investments in certain entities that do not have readily determinable fair values and are considered to be investment companies.  Fair values for alternative investments held by the PNMR Master Trust are valued using this practical expedient. Under GAAP, investmentsInvestments for which fair value is measured using that practical expedient are not required to be categorized within the fair value hierarchy. Level 2 and Level 3 fair values are provided by fund managers utilizing a pricing service. For level 2 fair values, the pricing provider predominately uses the market approach using bid side market value based upon a hierarchy of information for specific securities or securities with similar characteristics. Fair values of Level 2 investments in mutual funds are equal to net asset value as of year-end. Fair value prices for Level 3 investments are comprised of2 corporate term loans.loans predominately use the market approach which uses bid side market values based upon hierarchy information for specific securities or securities with similar characteristics. Alternative investments include private equity funds, hedge funds, and real estate funds. The private equity funds are not voluntarily redeemable. These investments are realized through periodic distributions occurring over a 10 to 15 yearyears term after the initial investment. The real estate funds and hedge funds may be voluntarily redeemed but are subject to redemption provisions that may result in the funds not being able to be redeemedredeemable in the near term. Audited financial statements are received for each fund and are reviewed by the Company annually.

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

The valuation of Level 3 investments and alternative investments requires significant judgment by the pricing provider due to the absence of quoted market values, changes in market conditions, and the long-term nature of the assets. The significant unobservable inputs include the trading multiples of public companies that are considered comparable to the company being valued, company specific issues, estimates of liquidation value, current operating performance, and future expectations of performance, changes in market outlook andperformance. Neither the financing environment, capitalization rates, discount rates, and cash flows. employee benefit plans nor the PNMR Master Trust have any Level 3 investments as of December 31, 2021 or 2020.
The fair values of investments held by the employee benefit plans are as follows:
GAAP Fair Value Hierarchy
TotalQuoted Prices in Active Markets for Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
December 31, 2021(In thousands)
PNM Pension Plan
Participation in PNMR Master Trust Investments:
Investments categorized within fair value hierarchy$527,873 $235,605 $292,268 
Uncategorized investments49,432 
Total Master Trust Investments$577,305 
TNMP Pension Plan
Participation in PNMR Master Trust Investments:
Investments categorized within fair value hierarchy$58,623 $21,390 $37,233 
Uncategorized investments3,962 
Total Master Trust Investments$62,585 
PNM OPEB Plan
Cash and cash equivalents$1,578 $1,578 $— 
Equity securities:
Mutual funds94,549 58,383 36,166 
$96,127 $59,961 $36,166 
TNMP OPEB Plan
Cash and cash equivalents$381 $381 $— 
Equity securities:
Mutual funds12,249 11,575 674 
$12,630 $11,956 $674 
   GAAP Fair Value Hierarchy
 Total 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
December 31, 2018  (In thousands)  
PNM Pension Plan       
Participation in PNMR Master Trust Investments:       
Investments categorized within fair value hierarchy$412,790
 $139,673
 $272,829
 $288
Uncategorized investments76,874
      
Total Master Trust Investments$489,664
      
        
TNMP Pension Plan       
Participation in PNMR Master Trust Investments:       
Investments categorized within fair value hierarchy$45,283
 $15,149
 $30,101
 $33
Uncategorized investments9,378
      
Total Master Trust Investments$54,661
      
        
PNM OPEB Plan       
Cash and cash equivalents$190
 $190
 $
 $
Equity securities:       
Mutual funds69,513
 32,325
 37,188
 
 $69,703
 $32,515
 $37,188
 $
TNMP OPEB Plan       
Cash and cash equivalents$66
 $66
 $
 $
Equity securities:       
Mutual funds8,725
 3,723
 5,002
 
 $8,791
 $3,789
 $5,002
 $

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019


GAAP Fair Value Hierarchy
TotalQuoted Prices in Active
Markets for Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
December 31, 2020(In thousands)
PNM Pension Plan
Participation in PNMR Master Trust Investments:
Investments categorized within fair value hierarchy$498,907 $241,445 $257,462 
Uncategorized investments88,984 
Total Master Trust Investments$587,891 
TNMP Pension Plan
Participation in PNMR Master Trust Investments:
Investments categorized within fair value hierarchy$56,966 $28,732 $28,234 
Uncategorized investments9,230 
Total Master Trust Investments$66,196 
PNM OPEB Plan
Cash and cash equivalents$1,310 $1,310 $— 
Equity securities:
Mutual funds92,400 52,284 40,116 
$93,710 $53,594 $40,116 
TNMP OPEB Plan
Cash and cash equivalents$18 $18 $— 
Equity securities:
Mutual funds12,843 10,806 2,037 
$12,861 $10,824 $2,037 
   GAAP Fair Value Hierarchy
 Total 
Quoted Prices in Active
Markets for Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
December 31, 2017(In thousands)
PNM Pension Plan       
Participation in PNMR Master Trust Investments:       
Investments categorized within fair value hierarchy$487,498
 $140,218
 $347,089
 $191
Uncategorized investments74,768
      
Total Master Trust Investments$562,266
      
        
TNMP Pension Plan       
Participation in PNMR Master Trust Investments:       
Investments categorized within fair value hierarchy$53,273
 $15,244
 $38,008
 $21
Uncategorized investments10,260
      
Total Master Trust Investments$63,533
      
        
PNM OPEB Plan       
Cash and cash equivalents$437
 $437
 $
 $
Equity securities:       
International funds10,636
 
 10,636
 
Domestic value10,816
 10,816
 
 
Domestic growth6,710
 6,710
 
 
Other funds31,660
 
 31,660
 
Fixed income securities:  
    
Mutual funds20,918
 20,918
 
 
 $81,177
 $38,881
 $42,296
 $
TNMP OPEB Plan       
Cash and cash equivalents$149
 $149
 $
 $
Equity securities:       
International funds1,597
 
 1,597
 
Domestic value293
 293
 
 
Domestic growth1,410
 1,410
 
 
Other funds4,011
 
 4,011
 
Fixed income securities:       
Mutual funds2,685
 2,685
 
 
 $10,145
 $4,537
 $5,608
 $


The fair values of investments in the PNMR Master Trust are as follows:

GAAP Fair Value Hierarchy
TotalQuoted Prices
in Active Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
December 31, 2021(In thousands)
PNMR Master Trust
Cash and cash equivalents$18,924 $18,924 $— 
Equity securities:
Corporate stocks, common92,484 92,484 — 
Corporate stocks, preferred806 — 806 
Mutual funds and other222,106 59,203 162,903 
Fixed income securities:
U.S. government95,429 86,384 9,045 
International government5,977 — 5,977 
Municipals6,143 — 6,143 
Corporate and other144,627 — 144,627 
Total investments categorized within fair value hierarchy586,496 $256,995 $329,501 
Uncategorized investments:
Private equity funds10,479 
Hedge funds8,913 
Real estate funds34,002 
$639,890 
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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

GAAP Fair Value Hierarchy
TotalQuoted Prices
in Active Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
December 31, 2020(In thousands)
PNMR Master Trust
Cash and cash equivalents$20,812 $20,812 $— 
Equity securities:
Corporate stocks, common114,983 114,983 — 
Corporate stocks, preferred1,187 135 1,052 
Mutual funds and other173,931 47,418 126,513 
Fixed income securities:
U.S. government97,460 86,829 10,631 
International government6,202 — 6,202 
Municipals6,277 — 6,277 
Corporate and other135,021 — 135,021 
Total investments categorized within fair value hierarchy555,873 $270,177 $285,696 
Uncategorized investments:
Private equity funds12,552 
Hedge funds52,285 
Real estate funds33,377 
$654,087 
The fair values of investments in the PNMR Master Trust are as follows:
   GAAP Fair Value Hierarchy
 Total 
Quoted Prices
in Active Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
December 31, 2018(In thousands)
PNMR Master Trust       
Cash and cash equivalents$20,120
 $20,120
 $
 $
Equity securities:       
Corporate stocks, common54,270
 54,270
 
 
Corporate stocks, preferred874
 
 874
 
Mutual funds and other143,517
 
 143,517
 
 
 
 
 
Fixed income securities:       
U.S. government84,459
 80,482
 3,977
 
International government5,721
 
 5,721
 
Municipals9,558
 
 9,558
 
Corporate and other139,554
 (50) 139,283
 321
Total investments categorized within fair value hierarchy458,073
 $154,822
 $302,930
 $321
Uncategorized investments:       
Private equity funds18,021
      
Hedge funds45,589
      
Real estate funds22,642
      
 $544,325
      
December 31, 2017 
PNMR Master Trust       
Cash and cash equivalents$7,697
 $7,697
 $
 $
Equity securities:       
International42,048
 
 42,048
 
Domestic value37,026
 37,026
 
 
Domestic growth19,136
 19,136
 
 
Other funds25,099
 
 25,099
 
Fixed income securities:       
Corporate215,535
 
 215,323
 212
U.S. Government117,572
 91,603
 25,969
 
Municipals11,438
 
 11,438
 
Other funds65,220
 
 65,220
 
Total investments categorized within fair value hierarchy540,771
 $155,462
 $385,097
 $212
Uncategorized investments:       
Private equity funds22,281
      
Hedge funds45,615
      
Real estate funds17,132
      
 $625,799
      
(10)Variable Interest Entities


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Table of Contents
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

A reconciliation of the changes in Level 3 fair value measurements is as follows:
 Fixed Income - Corporate
PNMR Master TrustPNM Pension TNMP Pension Total Master Trust
 (In thousands)
Balance at December 31, 2016$352
 $38
 $390
Actual return on assets sold during the period1
 
 1
Actual return on assets still held at period end(7) (1) (8)
Purchases92
 10
 102
Sales(247) (26) (273)
Balance at December 31, 2017191
 21
 212
Actual return on assets sold during the period(7) (1) (8)
Actual return on assets still held at period end(1) 
 (1)
Purchases192
 23
 215
Sales(87) (10) (97)
Balance at December 31, 2018$288
 $33
 $321

(10)Variable Interest Entities
GAAP determines howHow an enterprise evaluates and accounts for its involvement with variable interest entities, focusingfocuses primarily on whether the enterprise has the power to direct the activities that most significantly impact the economic performance of a variable interest entity (“VIE”). GAAP alsoThis evaluation requires continual reassessment of the primary beneficiary of a VIE.
 
Valencia


PNM has a PPA to purchase all of the electric capacity and energy from Valencia, a 158155 MW natural gas-fired power plant near Belen, New Mexico, through May 2028. A third party built, owns, and operates the facility while PNM is the sole purchaser of the electricity generated. PNM is obligated to pay fixed operation and maintenance and capacity charges in addition to variable operation and maintenance charges under this PPA. For the years ended December 31, 2018, 2017,2021, 2020, and 2016,2019, PNM paid $19.6$19.8 million,, $19.6 $20.0 million,, and $19.3$19.9 million for fixed charges and $1.4$1.9 million,, $1.3 $1.4 million,, and $1.1$1.2 million for variable charges. PNM does not have any other financial obligations related to Valencia. The assets of Valencia can only be used to satisfy its obligations and creditors of Valencia do not have any recourse against PNM’s assets. During the term of the PPA, PNM has the option, under certain conditions, to purchase and own up to 50% of the plant or the VIE. The PPA specifies that the purchase price would be the greater of 50% of book value reduced by related indebtedness or 50% of fair market value.
PNM sources fuel for the plant, controls when the facility operates through its dispatch, and receives the entire output of the plant, which factors directly and significantly impact the economic performance of Valencia. Therefore, PNM has concluded that the third-party entity that owns Valencia is a VIE and that PNM is the primary beneficiary of the entity under GAAP since PNM has the power to direct the activities that most significantly impact the economic performance of Valencia and will absorb the majority of the variability in the cash flows of the plant. As the primary beneficiary, PNM consolidates Valencia in its financial statements. Accordingly, the assets, liabilities, operating expenses, and cash flows of Valencia are included in the Consolidated Financial Statements of PNM although PNM has no legal ownership interest or voting control of the VIE. The assets and liabilities of Valencia set forth below are immaterial to PNM and, therefore, not shown separately on the Consolidated Balance Sheets. The owner’s equity and net income of Valencia are considered attributable to non-controlling interest.
Summarized financial information for Valencia is as follows:
Results of Operations
 Year Ended December 31,
 2018 2017 2016
 (In thousands)
Operating revenues$21,025
 $20,887
 $20,371
Operating expenses(5,913) (5,870) (5,852)
Earnings attributable to non-controlling interest$15,112
 $15,017
 $14,519

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Table of Contents
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

Summarized financial information for Valencia is as follows:
Results of Operations
 Year Ended December 31
 202120202019
 (In thousands)
Operating revenues$21,624 $21,297 $21,073 
Operating expenses6,134 7,284 6,832 
Earnings attributable to non-controlling interest$15,490 $14,013 $14,241 
 
Financial PositionFinancial PositionFinancial Position
December 31, December 31,
2018 2017 20212020
(In thousands) (In thousands)
Current assets$2,684
 $2,688
Current assets$3,042 $3,911 
Net property, plant and equipment62,066
 64,109
Net property, plant and equipment52,908 55,744 
Total assets64,750
 66,797
Total assets55,950 59,655 
Current liabilities538
 602
Current liabilities545 646 
Owners’ equity – non-controlling interest$64,212
 $66,195
Owners’ equity – non-controlling interest$55,405 $59,009 


Westmoreland San Juan Mining, LLC (“WSJ”) and SJCC


As discussed in the subheading Coal Supply in Note 16, PNM purchases coal for SJGS from SJCC under a coal supply agreement (“SJGS CSA”). That section includes information on the acquisition of SJCC by WSJ, a subsidiary of Westmoreland Coal Company (“Westmoreland”), on January 31, 2016, as well as the $125.0 million loan (the “Westmoreland Loan”)announcement that it had filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code. On March 15, 2019, Westmoreland emerged from NM Capital,Chapter 11 bankruptcy as a privately held company owned and operated by a group of its former creditors. Under the reorganization, the assets of SJCC were sold to Westmoreland San Juan Mining, LLC (“WSJ LLC”), a subsidiary of Westmoreland Mining Holdings, LLC. As successor entity to SJCC, WSJ LLC assumed all rights and obligations of WSJ including obligations to PNM under the SJGS CSA and to PNMR to WSJ, which loan provided substantially allunder letter of the funds required for the SJCC purchase, and the issuance ofcredit support agreements. See Note 16.

PNMR issued $30.3 million in letters of credit under the JPM LOC Facility to facilitate the issuance of reclamation bonds required in order for SJCC to mine coal to be supplied to SJGS. The Westmoreland LoanAs discussed above, WSJ LLC assumed the rights and obligations of SJCC, including obligations to PNMR for the letters of credit. The letters of credit support resultresults in PNMR being considered to havehaving a variable interest in WSJ including its subsidiary, SJCC,LLC since PNMR and NM Capital could have beenis subject to possible loss in the event of a defaultperformance by WSJ under the Westmoreland Loan or could be subject to loss if performancePNMR is required under the letterletters of credit support.  Principal payments under the Westmoreland Loan began on August 1, 2016 and were required quarterly thereafter. Interest was also paid quarterly beginning on May 3, 2016.

As discussed in Note 16, the full principal outstanding under the Westmoreland Loan of $50.1 million was repaid on May 22, 2018. NM Capital used a portion of the proceeds to repay all remaining amounts owed under the BTMU Term Loan. These payments effectively terminated the loan agreements and PNMR’s guarantee of NM Capital’s obligations under the BTMU Term Loan agreement. The Westmoreland Loan was secured by the assets of and the equity interests in SJCC. PNMR considers the possibility of loss under the letters of credit support to be remote since the purpose of posting the bonds is to provide assurance that SJCCWSJ LLC performs the required reclamation of the mine site in accordance with applicable regulations and all reclamation costs are reimbursable under the SJGS CSA. Also, much of the mine reclamation activities will not be performed until after the expiration of the SJGS CSA. In addition, each of the SJGS participants has established and funds a trustactively fund trusts to meet its future reclamation obligations.

On May 21, 2018, Westmoreland filedWSJ LLC is considered a Current Report on Form 8-K with the SEC indicating it had obtained a new credit agreement with certain of its existing creditors that provided Westmoreland with additional financing. In the May 21, 2018 Form 8-K, Westmoreland indicated that “A portion of the proceeds of the Financing have been used to refinance in full the Company’s and its subsidiaries’ existing asset-based revolving credit facilities and Westmoreland San Juan, LLC’s existing term loan facility.” As mentioned above, the Westmoreland Loan was repaid in full in May 2018. On October 9, 2018, Westmoreland filed a Current Report on Form 8-K with the SEC announcing it had filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code. In the October 9, 2018 Form 8-K, Westmoreland indicated that it has agreed to terms with its secured creditors that will allow it to fund its normal course operations and that will allow it to continue to serve its customers during the course of the bankruptcy case (Note 16). On February 28, 2019, the bankruptcy court approved Westmoreland’s plan providing for the sale of Westmoreland’s core assets, which includes the San Juan mine, and the assignment and assumption of related agreements.  It is anticipated that the sale process will be completed by April 2019. If the sale process is successful and the PNMR and PNM agreements are assumed by and assigned to the purchaser, PNMR may be asked to amend the letters of credit supporting the reclamation bonds to take into account the transfer of the SJCC assets to the purchaser or to cause replacement letters of credit. If the sale process is not successful or the PNMR and PNM agreements are not assumed by and assigned to the purchaser, the coal supply for SJGS and letters of credit supporting the reclamation obligations at the San Juan mine could be negatively impacted. PNM is unable to predict the outcome of this matter.

Both WSJ and SJCC are considered to be VIEs.VIE.  PNMR’s analysis of theseits arrangements with WSJ LLC concluded that Westmoreland, as the parent of WSJ LLC has the ability to direct the SJCCits mining operations, which is the factor that most significantly impacts the economic performance of WSJ and SJCC.  NM Capital’s rights under the Westmoreland Loan were the typical protective rights of a lender, but did not give NM Capital any oversight over mining operations.LLC.  Other than PNM being able to ensure that coal is

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

supplied in adequate quantities and of sufficient quality to provide the fuel necessary to operate SJGS in a normal manner, the mining operations are solely under the control of Westmoreland and its subsidiaries,WSJ LLC, including developing mining plans, hiring of personnel, and incurring operating and maintenance expenses. Neither PNMR nor PNM has any ability to direct or influence the mining operation.  PNM’s involvement through the SJGS CSA is a protective right rather than a participating right and WestmorelandWSJ LLC has the power to direct the activities that most significantly impact the economic performance of SJCC.WSJ LLC.  The SJGS CSA requires SJCCWSJ LLC to deliver coal required to fuel SJGS in exchange for payment of a set price per ton, which is escalated over time for inflation.  If SJCCWSJ LLC is able to mine more efficiently than anticipated, its economic performance will be improved.  Conversely, if SJCCWSJ LLC cannot mine as efficiently as anticipated, its economic performance will be negatively impacted.  Accordingly, PNMR believes WestmorelandWSJ LLC is the primary beneficiary of WSJ and, therefore, WSJ and SJCC areLLC is not consolidated by either PNMR or PNM. The amounts outstanding under the letterletters of credit support constitute PNMR’s maximum exposure to loss from the VIEsVIE at December 31, 2018.2021.


PVNGS Leases

PNM leased portions of its interests in Units 1 and 2 of PVNGS under leases, which initially were scheduled to expire on January 15, 2015 for the four Unit 1 leases and January 15, 2016 for the four Unit 2 leases. See Note 8 for additional information regarding the leases and actions PNM has taken with respect to its renewal and purchase options. Each of the lease agreements was with a different trust whose beneficial owners were five different institutional investors. PNM is not the legal or tax owner of the leased assets. The beneficial owners of the trusts possess all of the voting control and pecuniary interests in the trusts. At January 15, 2015, the four Unit 1 leases were extended. At January 15, 2016, one of the Unit 2 leases was extended and PNM purchased the assets underlying the other three Unit 2 leases. See Note 17 for information concerning the NMPRC’s treatment of the purchased assets and extended leases in PNM’s NM 2015 Rate Case. See Note 8 for a discussion of PNM’s option to purchase or return the extended leases at the end of their current terms. PNM is only obligated to make payments to the trusts for the scheduled semi-annual lease payments and has no other financial obligations or commitments to the trusts or the beneficial owners although PNM is responsible for all decommissioning obligations related to its entire interest in PVNGS both during and after termination of the leases. Creditors of the trusts have no recourse to PNM’s assets other than with respect to the contractual lease payments. PNM has no additional rights to the assets of the trusts other than the use of the leased assets. PNM has no assets or liabilities recorded on its Consolidated Balance Sheets related to the trusts other than accrued lease payments of $8.3 million at December 31, 2018 and 2017, which are included in other current liabilities on the Consolidated Balance Sheets. See discussion of leases under New Accounting Pronouncements in Note 1.
Prior to their exercise or expiration, the fixed rate renewal options were considered to be variable interests in the trusts and resulted in the trusts being considered variable interest entities under GAAP. Upon execution of documents establishing terms of the asset purchases or lease extensions, the fixed rate renewal options ceased to exist as did PNM’s variable interest in the trusts. PNM evaluated the PVNGS lease arrangements, including actions taken with respect to the renewal and purchase options, and concluded that it did not have the power to direct the activities that most significantly impacted the economic performance of the trusts and, therefore, was not the primary beneficiary of the trusts under GAAP. The significant factors considered in reaching this conclusion were: the periods covered by fixed price renewal options were significantly shorter than the anticipated remaining useful lives of the assets since the operating licenses for the plants were extended for 20 years through 2045 for Unit 1 and 2046 for Unit 2; PNM’s only financial obligation to the trusts is to make the fixed lease payments and the payments do not vary based on the output of the plants or their performance; during the lease terms, the economic performance of the trusts is substantially fixed due to the fixed lease payments; PNM is only one of several participants in PVNGS and is not the operating agent for the plants, so does not significantly influence the day-to-day operations of the plants; the operations of the plants, including plans for their decommissioning, are highly regulated by the NRC, leaving little room for the participants to operate the plants in a manner that impacts the economic performance of the trusts; the economic performance of the trusts at the end of the lease terms is dependent upon the fair value and remaining lives of the plants at that time, which are determined by factors such as power prices, outlook for nuclear power, and the impacts of potential carbon legislation or regulation, all which are outside of PNM’s control; and, while PNM had some benefit from its renewal options, the vast majority of the value at the end of the leases would accrue to the beneficial owners of the trusts.


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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

(11)Pension and Other Postretirement Benefits
(11)Pension and Other Postretirement Benefits
PNMR and its subsidiaries maintain qualified defined benefit pension plans, postretirement benefit plans providing medical and dental benefits, and executive retirement programs (collectively, the “PNM Plans” and “TNMP Plans”). PNMR maintains the legal obligation for the benefits owed to participants under these plans. The periodic costs or income of the PNM Plans and TNMP Plans are included in regulated rates to the extent attributable to regulated operations. PNM and TNMP receive a regulated return on the amounts funded for pension and OPEB plans in excess of the periodic cost or income to the extent included in retail rates (a “prepaid pension asset”).
Participants in the PNM Plans include eligible employees and retirees of PNMR and PNM. Participants in the TNMP Plans include eligible employees and retirees of TNMP. The PNM pension plan was frozen at the end of 1997 with regard to new participants, salary levels, and benefits. Through December 31, 2007, additional credited service could be accrued under the PNM pension plan up to a limit determined by age and service. The TNMP pension plan was frozen at December 31, 2005 with regard to new participants, salary levels, and benefits.
GAAP requires aA plan sponsor is required to (a) recognize in its statement of financial position an asset for a plan’s overfunded status or a liability for a plan’s underfunded status; (b) measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year; and (c) recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur.
GAAP requires unrecognizedUnrecognized prior service costs and unrecognized gains or losses are required to be recorded in AOCI and subsequently amortized. The amortization of these incurred costs is included as pension and postretirement benefit periodic cost or income in subsequent years. To the extent the amortization of these items will ultimately be recovered or returned through future rates, PNM and TNMP record the costs as a regulatory asset or regulatory liability. The amortization of these incurred costs is included as pension and postretirement benefit periodic cost or income in subsequent years.
The Company maintains trust funds for the pension and OPEB plans from which benefits are paid to eligible employees and retirees. The Company’s funding policy is to make contributions to the trusts, as determined by an independent actuary, that comply with minimum guidelines of the Employee Retirement Income Security Act and the Internal Revenue Code.IRC. Information concerning the investments is contained in Note 9. The Company has in place a policy that defines the investment objectives, establishes performance goals of asset managers, and provides procedures for the manner in which investments are to be reviewed. The plans implement investment strategies to achieve the following objectives:
 
Implement investment strategies commensurate with the risk that the Corporate Investment Committee deems appropriate to meet the obligations of the pension plans and OPEB plans, minimize the volatility of expense, and account for contingencies
Transition asset mix over the long-term to a higher proportion of high qualityhigh-quality fixed income investments as the plans’ funded statuses improve


Management is responsible for the determination of the asset target mix and the expected rate of return. The target asset allocations are determined based on consultations with external investment advisors. The expected long-term rate of return on pension and postretirement plan assets is calculated on the market-related value of assets. GAAP requires that actualActual gains and losses on pension and OPEB plan assets beare recognized in the market-related value of assets equally over a period of not more than five years, which reduces year-to-year volatility. For the PNM Plans and TNMP Plans, the market-related value of assets is equal to the prior year’s market-related value of assets adjusted for contributions, benefit payments and investment gains and losses that are within a corridor of plus or minus 4.0% around the expected return on market value. Gains and losses that are outside the corridor are amortized over five years.


In March 2017, the FASB issued Accounting Standards Update 2017-07 - Compensation - Retirement Benefits (Topic 715) to improve the presentation of net periodic pension and other postretirement benefit costs. Prior to ASU 2017-07, the Company presented all of its net periodic benefit costs, net of amounts capitalized to construction and other accounts, as administrative and general expenses on its statements of earnings. ASU 2017-07 requires the service cost component of net benefit costs be presented in the same line item or items as employees’ compensation. The other components of net periodic benefit cost (the “non-service cost components”) are required to be presented separately from the service cost component and outside of operating income. ASU 2017-07 also limits capitalization of net periodic benefit costs to only the service cost component. ASU 2017-07 requires retrospective presentation of the service and non-service cost components of net periodic benefit costs in the income statement

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Table of Contents
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

and prospective application regarding the capitalization of only the service cost component of net periodic benefit costs. The Company adopted ASU 2017-07 as of January 1, 2018, its required effective date. In accordance with the standard, the PNM and PNMR Consolidated Statements of Earnings reflect a reclassification from administrative and general expenses to other (deductions) for the non-service cost components of net periodic benefit costs in the amount of $8.6 million and $6.7 million, net of amounts capitalized prior to the adoption of the standard, in the years ended December 31, 2017 and 2016. The non-service components of TNMP’s net periodic benefit costs in 2017 and 2016 were insignificant. The Company believes PNM and TNMP can continue to capitalize the non-service cost components of net periodic benefit costs as regulatory assets and liabilities to the extent attributable to regulated operations. During the year ended December 31, 2018, PNM recorded $4.3 million of non-service cost as other (deductions), which is net of $0.4 million recorded as regulatory assets, and TNMP recorded $0.3 million of non-service cost to other income, which is net of less than $0.1 million recorded as regulatory liabilities. See New Accounting Pronouncements in Note 1 regarding updates to disclosure requirements that will be effective in future periods.

Pension Plans
For defined benefit pension plans, including the executive retirement plans, the PBO represents the actuarial present value of all benefits attributed by the pension benefit formula to employee service rendered prior to that date using assumptions regarding future compensation levels. The ABO represents the PBO without considering future compensation levels. Since the pension plans are frozen, the PBO and ABO are equal. The following table presents information about the PBO, fair value of plan assets, and funded status of the plans:
 PNM TNMP
 Year Ended December 31, Year Ended December 31,
 2018 2017 2018 2017
 (In thousands)
PBO at beginning of year$623,983
 $621,751
 $68,423
 $67,061
Service cost
 
 
 
Interest cost24,270
 26,908
 2,625
 2,887
Actuarial (gain) loss(41,025) 26,298
 (5,216) 3,050
Benefits paid(42,970) (50,974) (5,245) (4,575)
PBO at end of year564,258
 623,983
 60,587
 68,423
Fair value of plan assets at beginning of year562,016
 543,601
 63,499
 60,624
Actual return on plan assets(29,068) 69,389
 (3,180) 7,450
Employer contributions
 
 
 
Benefits paid(42,970) (50,974) (5,245) (4,575)
Fair value of plan assets at end of year489,978
 562,016
 55,074
 63,499
Funded status – asset (liability) for pension benefits$(74,280) $(61,967) $(5,513) $(4,924)

Actuarial (gain) loss results from changes in:
 PNM TNMP
 Year Ended December 31, Year Ended December 31,
 2018 2017 2018 2017
 (in thousands)
Discount rates$(34,769) $27,547
 $(4,278) $3,528
Demographic experience431
 (1,249) (301) (517)
Mortality rate(6,966) 
 (705) 
Other assumptions and experience279
 
 68
 39
 $(41,025) $26,298
 $(5,216) $3,050

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

The following table presents information about the PBO, fair value of plan assets, and funded status of the plans:

 PNMTNMP
 Year Ended December 31,Year Ended December 31,
 2021202020212020
 (In thousands)
PBO at beginning of year$630,904 $605,745 $67,390 $65,574 
Service cost— — — — 
Interest cost16,143 19,941 1,741 2,177 
Actuarial (gain) loss(19,372)47,567 (3,306)4,459 
Benefits paid(43,614)(42,349)(3,678)(4,820)
Settlements— — (2,538)— 
PBO at end of year584,061 630,904 59,609 67,390 
Fair value of plan assets at beginning of year587,530 531,467 66,149 59,367 
Actual return on plan assets32,791 98,412 3,009 11,602 
Employer contributions— — — — 
Benefits paid(43,614)(42,349)(3,678)(4,820)
Settlements— — (2,538)— 
Fair value of plan assets at end of year576,707 587,530 62,942 66,149 
Funded status – asset (liability) for pension benefits$(7,354)$(43,374)$3,333 $(1,241)

Actuarial (gain) loss results from changes in:
PNMTNMP
Year Ended December 31,Year Ended December 31,
2021202020212020
(in thousands)
Discount rates$(19,989)$44,960 $(2,017)$4,756 
Demographic experience617 2,607 (1,403)(54)
Mortality rate— — — — 
Other assumptions and experience— — 114 (243)
$(19,372)$47,567 $(3,306)$4,459 

The following table presents pre-tax information about prior service cost and net actuarial (gain) loss in AOCI as of December 31, 2018.2021.
 PNMTNMP
 (In thousands)
Amounts in AOCI not yet recognized in net periodic benefit cost (income) at beginning of year$132,078 $— 
Experience (gain) loss(23,632)3,133 
Regulatory asset (liability) adjustment11,797 (3,133)
Amortization recognized in net periodic benefit (income)(8,181)— 
Amounts in AOCI not yet recognized in net periodic benefit cost at end of year$112,062 $— 
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 PNM TNMP
 December 31, 2018 December 31, 2018
 
Prior service
cost
 
Net actuarial
(gain) loss
 
Net actuarial
(gain) loss
 (In thousands)
Amounts in AOCI not yet recognized in net periodic benefit cost (income) at beginning of year$(1,045) $148,526
 $
Experience (gain) loss
 22,728
 1,926
Regulatory asset (liability) adjustment1,045
 (13,571) (1,926)
Amortization recognized in net periodic benefit cost (income)
 (7,409) 
Amounts in AOCI not yet recognized in net periodic benefit cost (income) at end of year$
 $150,274
 $
Amortization expected to be recognized in 2019$
 $7,270
 $
Table of Contents
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
The following table presents the components of net periodic benefit cost (income):
 Year Ended December 31,
 202120202019
 (In thousands)
PNM
Service cost$— $— $— 
Interest cost16,143 19,941 25,175 
Expected return on plan assets(28,531)(29,453)(34,103)
Amortization of net loss18,166 17,860 15,518 
Amortization of prior service cost— (554)(965)
Net periodic benefit cost$5,778 $7,794 $5,625 
TNMP
Service cost$— $— $— 
Interest cost1,741 2,177 2,686 
Expected return on plan assets(3,181)(3,284)(3,868)
Amortization of net loss1,247 1,258 941 
Amortization of prior service cost— — — 
Settlement loss746 — — 
Net periodic benefit cost (income)$553 $151 $(241)
 Year Ended December 31,
 2018 2017 2016
 (In thousands)
PNM     
Service cost$
 $
 $
Interest cost24,270
 26,908
 30,307
Expected return on plan assets(34,686) (33,803) (35,416)
Amortization of net (gain) loss16,348
 16,006
 13,820
Amortization of prior service cost(965) (965) (965)
Net periodic benefit cost$4,967
 $8,146
 $7,746
TNMP     
Service cost$
 $
 $
Interest cost2,625
 2,887
 3,304
Expected return on plan assets(3,963) (3,779) (3,943)
Amortization of net (gain) loss1,088
 923
 700
Amortization of prior service cost
 
 
Net periodic benefit cost (income)$(250) $31
 $61


The following significant weighted-average assumptions were used to determine the PBO and net periodic benefit cost (income). Should actual experience differ from actuarial assumptions, the PBO and net periodic benefit cost (income) would be affected.
 Year Ended December 31,
PNM202120202019
Discount rate for determining December 31 PBO3.00 %2.66 %3.42 %
Discount rate for determining net periodic benefit cost (income)2.66 %3.42 %4.65 %
Expected return on plan assets5.50 %5.90 %6.86 %
Rate of compensation increaseN/AN/AN/A
TNMP
Discount rate for determining December 31 PBO3.01 %2.69 %3.46 %
Discount rate for determining net periodic benefit cost (income)2.69 %3.46 %4.63 %
Expected return on plan assets5.50 %5.90 %6.90 %
Rate of compensation increaseN/AN/AN/A
 Year Ended December 31,
PNM2018 2017 2016
Discount rate for determining December 31 PBO4.65% 4.05% 4.51%
Discount rate for determining net periodic benefit cost (income)4.05% 4.51% 5.29%
Expected return on plan assets6.54% 6.40% 6.50%
Rate of compensation increaseN/A
 N/A
 N/A
TNMP    
Discount rate for determining December 31 PBO4.63% 4.01% 4.49%
Discount rate for determining net periodic benefit cost (income)4.01% 4.49% 5.39%
Expected return on plan assets6.57% 6.40% 6.50%
Rate of compensation increaseN/A
 N/A
 N/A

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Table of Contents
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

The assumed discount rate for determining the PBO was determined based on a review of long-term high-grade bonds and management’s expectations. The expected long-term rate of return on plan assets reflects the average rate of earnings expected on the funds invested, or to be invested, to provide for the benefits included in the PBO. Factors that are considered include, but are not limited to, historic returns on plan assets, current market information on long-term returns (e.g., long-term bond rates) and current and target asset allocations between asset categories. If all other factors were to remain unchanged, a 1% decrease in the expected long-term rate of return would cause PNM’s and TNMP’s 20192022 net periodic benefit cost to increase $5.0$5.2 million and $0.6$0.6 million (analogous changes would result from a 1% increase). The actual rate of return for the PNM and TNMP pension plans was (5.4)%5.80% and (5.2)%4.68% for the year ended December 31, 2018.2021.


The Company’s long-term pension investment strategy is to invest in assets whose interest rate sensitivity is correlated with the pension liability. The Company has chosen to implement thisuses an investment strategy, known as Liability Driven Investing, (“LDI”), by increasingthat increases the liability matching investments as the funded status of the pension plans improve. TheseThe Company’s investment allocation targets consist of 35% equities, 15% alternative investments (both of which are considered return generating), and 50% liability matching investmentssecurities that are currentlyprimarily bonds and other fixed income securities. Beginning in 2018, the pension plans targeted asset allocation was 26% equities, 54% fixed income, and 20% alternative investments. The Company modified the LDI strategy by decreasing the liability matching fixed income investments portfolio from 65% to 54% in 2018. Equity investments are primarily in domestic securities that include large, mid,large-, mid-, and small capitalizationsmall-capitalization companies. The pension plans have a 7%13% targeted allocation to equities of companies domiciled primarily in developed countries outside of the United States.U.S. The equity investments category includes actively managed international and domestic equity securities that are benchmarked against a variety of style indices. Fixed income investments are primarily corporate bonds of companies from diversified industries and government securities. Alternative investments include investments in hedge funds, real estate funds, and private equity funds. The hedge funds and private equity funds are structured as multi-manager multi-strategy fund of funds to achieve a diversified position in these asset classes. The hedge
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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
funds pursue various absolute return strategies such as relative value, long-short equity, and event driven. Private equity fund strategies include mezzanine financing, buy-outs, and venture capital. The real estate investments are commingled real estate portfolios that invest in a diversified portfolio of assets including commercial property and multi-family housing. See Note 9 for fair value information concerning assets held by the pension plans.


The following pension benefit payments are expected to be paid:

 PNM TNMP
 (In thousands)
2019$46,125
 $5,137
202045,595
 5,065
202144,804
 5,005
202244,000
 4,886
202343,066
 4,667
2024 - 2028199,157
 21,075
PNMTNMP
 (In thousands)
2022$45,957 $4,928 
202344,632 4,689 
202443,427 4,459 
202542,158 4,386 
202640,424 4,260 
2027 - 2031183,548 18,130 

Based on current law, funding requirements, and estimates of portfolio performance, the Company does not expect to make any cash contributions to the pension plans in 2019-2021 but expects to contribute $1.3 million and zero to the2022. PNM and TNMP pension plansdo not expect to make any cash contributions in 2022. These expectations2023 through 2026. The funding assumptions were developed using current funding assumptions with discount ratesa rate of 4.2% to 4.6%2.9%. Actual amounts to be funded in the future will be dependent on the actuarial assumptions at that time, including the appropriate discount rates. PNM and TNMP may make additional contributions at their discretion.

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

Other Postretirement Benefit Plans
For postretirement benefit plans, the APBO is the actuarial present value of all future benefits attributed under the terms of the postretirement benefit plan to employee service rendered to date.
The following table presents information about the APBO, the fair value of plan assets, and the funded status of the plans:
PNM TNMP PNMTNMP
Year Ended December 31, Year Ended December 31, Year Ended December 31,Year Ended December 31,
2018 2017 2018 2017 2021202020212020
(In thousands) (In thousands)
APBO at beginning of year$89,897
 $94,269
 $12,279
 $12,830
APBO at beginning of year$75,196 $75,121 $11,938 $11,235 
Service cost83
 96
 134
 143
Service cost23 38 45 46 
Interest cost3,439
 4,025
 477
 556
Interest cost1,907 2,453 308 373 
Participant contributions2,390
 3,069
 174
 379
Participant contributions1,617 1,714 135 243 
Actuarial (gain) loss(12,206) (1,601) (2,213) (381)Actuarial (gain) loss(5,053)3,261 (1,141)747 
Benefits paid(8,298) (9,961) (787) (1,248)Benefits paid(6,706)(7,391)(715)(706)
APBO at end of year75,305
 89,897
 10,064
 12,279
APBO at end of year66,984 75,196 10,570 11,938 
Fair value of plan assets at beginning of year80,356
 72,694
 10,002
 8,544
Fair value of plan assets at beginning of year93,402 86,400 12,885 10,844 
Actual return on plan assets(7,669) 14,222
 (988) 1,642
Actual return on plan assets4,783 9,423 288 2,505 
Employer contributions2,924
 332
 343
 685
Employer contributions2,709 3,256 — — 
Participant contributions2,390
 3,069
 174
 379
Participant contributions1,617 1,714 135 243 
Benefits paid(8,298) (9,961) (787) (1,248)Benefits paid(6,706)(7,391)(715)(707)
Fair value of plan assets at end of year69,703
 80,356
 8,744
 10,002
Fair value of plan assets at end of year95,805 93,402 12,593 12,885 
Funded status – asset (liability)$(5,602) $(9,541) $(1,320) $(2,277)
Funded status – assetFunded status – asset$28,821 $18,206 $2,023 $947 
 
Actuarial (gain) loss results from changes in:
 PNM TNMP
 Year Ended December 31, Year Ended December 31,
 2018 2017 2018 2017
 (in thousands)
Discount rates$(4,076) $3,536
 $(710) $613
Claims, contributions, and demographic experience(3,174) (5,845) 72
 (994)
Assumed participation rate(4,040) 
 (1,461) 
Mortality rate(916) 
 (114) 
Medical benefits
 1,425
 
 
Dental trend assumption
 (717) 
 
 $(12,206) $(1,601) $(2,213) $(381)

In the year endedAs of December 31, 2018, actuarial losses2021, the fair value of $0.9 million were recorded as adjustments to regulatoryplan assets exceeds the APBO for both PNM’s and TNMP’s OPEB Plans and the PNM OPEB plan. Forresulting net asset is presented in other deferred charges on the TNMP OPEB plan, actuarial gains of $1.6 million were recorded as adjustments to regulatory liabilities.Consolidated Balance Sheets.




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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

Actuarial (gain) loss results from changes in:
PNMTNMP
Year Ended December 31,Year Ended December 31,
2021202020212020
(in thousands)
Discount rates$(2,042)$4,959 $(423)$1,008 
Claims, contributions, and demographic experience(2,893)(1,698)(718)(261)
Assumed participation rate— — — — 
Mortality rate— — — — 
Dental trend assumption(118)— — — 
$(5,053)$3,261 $(1,141)$747 

In the year ended December 31, 2021, actuarial gains of $5.7 million were recorded as adjustments to regulatory assets for the PNM OPEB plan. For the TNMP OPEB plan, actuarial gains of $1.0 million were recorded as adjustments to regulatory liabilities.

The following table presents the components of net periodic benefit cost (income):
 Year Ended December 31,
 202120202019
 (In thousands)
PNM
Service cost$23 $38 $53 
Interest cost1,907 2,453 3,316 
Expected return on plan assets(4,167)(5,548)(5,278)
Amortization of net loss— 348 675 
Amortization of prior service credit— — (397)
Net periodic benefit (income)$(2,237)$(2,709)$(1,631)
TNMP
Service cost$45 $46 $50 
Interest cost308 373 451 
Expected return on plan assets(407)(538)(517)
Amortization of net (gain)(322)(323)(444)
Amortization of prior service cost— — — 
Net periodic benefit (income)$(376)$(442)$(460)
 Year Ended December 31,
 2018 2017 2016
 (In thousands)
PNM     
Service cost$83
 $96
 $140
Interest cost3,439
 4,025
 4,346
Expected return on plan assets(5,414) (5,230) (5,483)
Amortization of net (gain) loss2,354
 3,682
 1,145
Amortization of prior service credit(1,664) (1,663) (30)
Net periodic benefit cost (income)$(1,202) $910
 $118
TNMP     
Service cost$134
 $143
 $186
Interest cost477
 556
 677
Expected return on plan assets(542) (456) (490)
Amortization of net (gain) loss(227) (79) (40)
Amortization of prior service cost
 
 
Net periodic benefit cost (income)$(158) $164
 $333


The following significant weighted-average assumptions were used to determine the APBO and net periodic benefit cost. Should actual experience differ from actuarial assumptions, the APBO and net periodic benefit cost would be affected.
 Year Ended December 31,
PNM202120202019
Discount rate for determining December 31 APBO2.99 %2.65 %3.42 %
Discount rate for determining net periodic benefit cost2.65 %3.42 %4.63 %
Expected return on plan assets4.75 %7.00 %7.20 %
Rate of compensation increaseN/AN/AN/A
TNMP
Discount rate for determining December 31 APBO2.99 %2.65 %3.42 %
Discount rate for determining net periodic benefit cost2.65 %3.42 %4.63 %
Expected return on plan assets3.80 %5.60 %5.80 %
Rate of compensation increaseN/AN/AN/A
 Year Ended December 31,
PNM2018 2017 2016
Discount rate for determining December 31 APBO4.63% 4.00% 4.47%
Discount rate for determining net periodic benefit cost4.00% 4.47% 5.34%
Expected return on plan assets7.42% 7.50% 7.70%
Rate of compensation increaseN/A
 N/A
 N/A
TNMP     
Discount rate for determining December 31 APBO4.63% 4.00% 4.47%
Discount rate for determining net periodic benefit cost4.00% 4.47% 5.34%
Expected return on plan assets5.86% 5.40% 5.70%
Rate of compensation increaseN/A
 N/A
 N/A
The assumed discount rate for determining the APBO was determined based on a review of long-term high-grade bonds and management’s expectations. The expected long-term rate of return on plan assets reflects the average rate of earnings expected on the funds invested, or to be invested, to provide for the benefits included in the APBO. Factors that are considered include, but are not limited to, historic returns on plan assets, current market information on long-term returns (e.g., long-term bond rates), and current and target asset allocations between asset categories. If all other factors were to remain unchanged, a1% decrease in the expected long-term rate of return would cause PNM’s and TNMP’s 2019 net periodic benefit cost to increase $0.7 million and $0.1 million (analogous changes would result from a 1% increase). The actual rate of return for the PNM and TNMP OPEB plans was (9.7)% and (10.0)% for the year ended December 31, 2018.
The following table shows the assumed health care cost trend rates for the PNM OPEB plan:
 PNM
 December 31,
 2018 2017
Health care cost trend rate assumed for next year6.5% 6.5%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)5.0% 5.0%
Year that the rate reaches the ultimate trend rate2026
 2024

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

1% decrease in the expected long-term rate of return would cause PNM’s and TNMP’s 2022 net periodic benefit cost to increase $0.9 million and $0.1 million (analogous changes would result from a 1% increase). The actual rate of return for the PNM and TNMP OPEB plans was 5.2% and 2.3% for the year ended December 31, 2021.
The following table shows the impact of a one-percentage-point change in assumed health care cost trend rates:rates for the PNM OPEB plan:
 PNM
 December 31,
 20212020
Health care cost trend rate assumed for next year6.00 %6.25 %
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)4.75 %5.00 %
Year that the rate reaches the ultimate trend rate20272026
 PNM
 
1-Percentage-
Point  Increase
 
1-Percentage-
Point  Decrease
 (In thousands)
Effect on total of service and interest cost$60
 $100
Effect on APBO$1,158
 $(1,529)
TNMP’s exposure to cost increases in the OPEB plan is minimized by a provision that limits TNMP’s share of costs under the plan. Costs of the plan in excess of the limit, which was reached at the end of 2001, are wholly borne by the participants. As a result, a one-percentage-point change in assumed health care cost trend rates would have no effect on either the net periodic expense or the year-end APBO. Effective January 1, 2018, the PNM OPEB plan was amended to limit the annual increase in the Company’s costs to 5% thereby reducing the impact of an increase in the assumed rates.. Increases in excess of the limit are born by the PNM OPEB plan participants.

The Company’s OPEB plans invest in a portfolio that is diversified by asset class and style strategies. The OPEB plans generally use the same pension fixed income and equity investment managers and utilize the same overall investment strategy as described above for the pension plans, except there is no allocation to alternative investments. The OPEB plans have a target asset allocation of 70%30% equities and 30%70% fixed income. See Note 9 for fair value information concerning assets held by the other postretirement benefit plans.

The following OPEB payments, which reflect expected future service and are net of participant contributions, are expected to be paid:
PNMTNMP
 (In thousands)
2022$5,924 $613 
20235,772 638 
20245,577 657 
20255,229 661 
20265,006 669 
2027 - 203120,815 3,113 
 PNM TNMP
 (In thousands)
2019$7,365
 $629
20207,309
 653
20217,029
 674
20226,653
 699
20236,351
 714
2024 - 202826,678
 3,558

PNM and TNMP made no cash contributions to the OPEB trusts in 2021 or 2020 and PNM and TNMP do not expect to make cash contributions to the OPEB plans for 2019-2023.trusts in 2022-2026. However, a portion of the disbursements attributable to the OPEB trust are paid by PNM and are therefore considered to be contributions to the PNM OPEB plan. Payments by PNM on behalf of the PNM OPEB plan are expected to be $3.2 million in 2022 and $11.9 million in 2023-2026.

Executive Retirement Programs

For the executive retirement programs, the following table presents information about the PBO and funded status of the plans:
 PNMTNMP
 Year Ended December 31,Year Ended December 31,
 2021202020212020
 (In thousands)
PBO at beginning of year$14,222 $14,994 $678 $692 
Service cost— — — — 
Interest cost363 491 17 22 
Actuarial (gain) loss(657)78 (211)58 
Benefits paid(1,316)(1,341)(78)(94)
PBO at end of year – funded status12,612 14,222 406 678 
Less current liability1,248 1,323 67 91 
Non-current liability$11,364 $12,899 $339 $587 
 PNM TNMP
 Year Ended
December 31,
 Year Ended
December 31,
 2018 2017 2018 2017
 (In thousands)
PBO at beginning of year$16,117
 $16,212
 $771
 $787
Service cost
 
 
 
Interest cost622
 697
 29
 33
Actuarial (gain) loss(508) 674
 (4) 44
Benefits paid(1,505) (1,466) (94) (93)
PBO at end of year – funded status14,726
 16,117
 702
 771
Less current liability1,627
 1,501
 141
 93
Non-current liability$13,099
 $14,616
 $561
 $678

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

The following table presents pre-tax information about net actuarial loss in AOCI as of December 31, 2018.2021.
 December 31, 2021
 PNMTNMP
 (In thousands)
Amount in AOCI not yet recognized in net periodic benefit cost at beginning of year$2,259 $— 
Experience (gain)(657)(211)
Regulatory asset adjustment381 211 
Amortization recognized in net periodic benefit (income)(167)— 
Amount in AOCI not yet recognized in net periodic benefit cost at end of year$1,816 $— 
 December 31, 2018
 PNM TNMP
 (In thousands)
Amount in AOCI not yet recognized in net periodic benefit cost at beginning of year$2,450
 $
Experience (gain) loss(508) 4
Regulatory asset (liability) adjustment295
 (4)
Amortization recognized in net periodic benefit cost (income)(151) 
Amount in AOCI not yet recognized in net periodic benefit cost at end of year$2,086
 $
Amortization expected to be recognized in 2019$133
 $

The following table presents the components of net periodic benefit cost:
 Year Ended December 31,
 202120202019
 (In thousands)
PNM
Service cost$— $— $— 
Interest cost363 491 651 
Amortization of net loss395 403 318 
Amortization of prior service cost— — — 
Net periodic benefit cost$758 $894 $969 
TNMP
Service cost$— $— $— 
Interest cost17 22 30 
Amortization of net loss33 24 15 
Amortization of prior service cost— — — 
Net periodic benefit cost$50 $46 $45 
 Year Ended December 31,
 2018 2017 2016
 (In thousands)
PNM     
Service cost$
 $
 $
Interest cost622
 697
 812
Amortization of net (gain) loss359
 313
 256
Amortization of prior service cost
 
 
Net periodic benefit cost$981
 $1,010
 $1,068
TNMP     
Service cost$
 $
 $
Interest cost29
 33
 40
Amortization of net (gain) loss15
 9
 2
Amortization of prior service cost
 
 
Net periodic benefit cost$44
 $42
 $42

The following significant weighted-average assumptions were used to determine the PBO and net periodic benefit cost. Should actual experience differ from actuarial assumptions, the PBO and net periodic benefit cost would be affected.
Year Ended December 31, Year Ended December 31,
PNM2018 2017 2016PNM202120202019
Discount rate for determining December 31 PBO4.66% 4.05% 4.51%Discount rate for determining December 31 PBO3.02 %2.68 %3.44 %
Discount rate for determining net periodic benefit cost4.05% 4.51% 5.29%Discount rate for determining net periodic benefit cost2.68 %3.44 %4.66 %
Long-term rate of return on plan assetsN/A
 N/A
 N/A
Long-term rate of return on plan assetsN/AN/AN/A
Rate of compensation increaseN/A
 N/A
 N/A
Rate of compensation increaseN/AN/AN/A
TNMP     TNMP
Discount rate for determining December 31 PBO4.63% 4.01% 4.49%Discount rate for determining December 31 PBO3.01 %2.69 %3.46 %
Discount rate for determining net periodic benefit cost4.01% 4.49% 5.39%Discount rate for determining net periodic benefit cost2.69 %3.46 %4.63 %
Long-term rate of return on plan assetsN/A
 N/A
 N/A
Long-term rate of return on plan assetsN/AN/AN/A
Rate of compensation increaseN/A
 N/A
 N/A
Rate of compensation increaseN/AN/AN/A
 
The assumed discount rate for determining the PBO was determined based on a review of long-term high-grade bonds and management’s expectations. The impacts of changes in assumptions or experience were not significant.



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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

Disbursements under the executive retirement program, funded by PNM and TNMP, which are considered to be contributions to the plan were $1.3 million and $0.1 million in the year ended December 31, 2021 and $1.4 million and $0.1 million for the year ended December 31, 2020. The following executive retirement plan payments, which reflect expected future service, are expected:
PNMTNMP
 (In thousands)
2022$1,267 $68 
20231,228 62 
20241,183 56 
20251,133 50 
20261,077 44 
2027 - 20314,455 135 
 PNM TNMP
 (In thousands)
2019$1,627
 $141
20201,463
 91
20211,427
 88
20221,385
 84
20231,337
 79
2024 - 20285,792
 301

Other Retirement Plans

PNMR sponsors a 401(k) defined contribution plan for eligible employees, including those of its subsidiaries. PNMR’s contributions to the 401(k) plan consist of a discretionary matching contribution equal to 75% of the first 6% of eligible compensation contributed by the employee on a before-tax basis. PNMR also makes a non-matching contribution ranging from 3% to 10% of eligible compensation based on the eligible employee’s age.
PNMR also provides executive deferred compensation benefits through an unfunded, non-qualified plan. The purpose of this plan is to permit certain key employees of PNMR who participate in the 401(k) defined contribution plan to defer compensation and receive credits without reference to the certain limitations on contributions.

A summary of expenses for these other retirement plans is as follows:
Year Ended December 31, Year Ended December 31,
2018 2017 2016 202120202019
(In thousands) (In thousands)
PNMR     PNMR
401(k) plan$16,677
 $16,452
 $17,762
401(k) plan$16,648 $16,247 $16,097 
Non-qualified plan$865
 $3,702
 $2,017
Non-qualified plan$3,594 $2,090 $4,551 
PNM     PNM
401(k) plan$12,052
 $12,120
 $13,397
401(k) plan$11,826 $11,676 $11,587 
Non-qualified plan$621
 $2,834
 $1,535
Non-qualified plan$2,622 $1,544 $3,384 
TNMP     TNMP
401(k) plan$4,625
 $4,332
 $4,365
401(k) plan$4,823 $4,572 $4,511 
Non-qualified plan$244
 $868
 $482
Non-qualified plan$972 $547 $1,167 
 
(12)Stock-Based Compensation
(12)Stock-Based Compensation

PNMR has various stock-based compensation programs, including stock options, restricted stock, and performance shares granted under the Performance Equity Plan (“PEP”). Although certain PNM and TNMP employees participate in the PNMR plans, PNM and TNMP do not have separate employee stock-based compensation plans. The Company has not awarded stock options since 2010.2010 and all employee stock options expired or were exercised in February 2020. Certain restricted stock awards are subject to achieving performance or market targets. Other awards of restricted stock are only subject to time vesting requirements.
 
Performance Equity Plan


The PEP provides for the granting of non-qualified stock options, restricted stock rights, performance shares, performance units, and stock appreciation rights to officers, key employees, and non-employee members of the Board. Restricted stock under the PEP refers to awards of stock subject to vesting, performance, or market conditions rather than to shares with contractual post-vesting restrictions. Generally, the awards vest ratably over three years from the grant date of the award. However, awards with performance or market conditions vest upon satisfaction of those conditions. In addition, plan provisions provide that upon retirement, participants become 100% vested in certain stock awards. Beginning with 2017 awards, theThe vesting period for awards of restricted stock to non-employee members of the Board is one year. The total number of shares of PNMR common stock subject to all awards under the PEP, as approved by PNMR’s shareholders in May 2014, may not exceed 13.5 million shares, subject to

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

shares, subject to adjustment and certain share counting rules set forth in the PEP. This current share pool is charged five5 shares for each share subject to restricted stock or other full value award. Re-pricing of stock options is prohibited unless specific shareholder approval is obtained.

Source of Shares

The source of shares for exercised stock options and vested restricted stock is shares acquired on the open market by an independent agent, rather than newly issued shares.

Accounting for Stock Awards
    
The stock-based compensation expense related to restricted stock awards without performance or market conditions to participants that are retirement eligible on the grant date is recognized immediately at the grant date and is not amortized. Compensation expense for other such awards is amortized to compensation expense over the shorter of the requisite vesting period or the period until the participant becomes retirement eligible. Compensation expense for performance-based shares is recognized ratably over the performance period as required service is provided and is adjusted periodically to reflect the level of achievement expected to be attained. Compensation expense related to market-based shares is recognized ratably over the measurement period, regardless of the actual level of achievement, provided the employees meet their service requirements.

Total compensation expense for stock-based payment arrangements recognized by PNMR for the years ended December 31, 2018, 2017,2021, 2020, and 20162019 was $7.1$9.4 million, $6.2$8.1 million,, and $5.6 million.$6.4 million. Stock compensation expense of $4.9$6.4 million, $4.4$5.5 million,, and $4.2$4.2 million was charged to PNM and $3.0 million, $2.6 million, and $2.2 million$1.8 million, and $1.5 million was charged to TNMP. At December 31, 2018,2021, PNMR had unrecognized compensation expense related to stock awards of $4.0$4.4 million, which is expected to be recognized over an average of 1.451.50 years.


PNMR receives a tax deduction for certain stock option exercises during the period the options are exercised, generally for the excess of the price at which the options are sold over the exercise prices of the options, and a tax deduction for the value of restricted stock at the vesting date.

The FASB issued Accounting Standards Update 2016-09 Compensation –- Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting to simplify several aspects of the accounting for share-based payment transactions and eliminate diversity in practice. Prior to ASU 2016-09, benefits resulting from income tax deductions in excess of compensation cost recognized under GAAP for vested restricted stock and on exercised stock options (collectively, “excess tax benefits”) were recorded to equity provided the excess tax benefits reduced income taxes payable. Deficiencies resulting from tax deductions related to stock awards that were below recognized compensation cost upon vesting and on canceled stock options were recorded to equity. PNMR had not recorded excess tax benefits to equity since 2009 because it is in a net operating loss position for income tax purposes. ASU 2016-09 requires that all All excess tax benefits and deficiencies beare recorded to tax expense and classified as operating cash flows from operating activities effective January 1, 2017. As required by ASU 2016-09, PNMR recorded the excess tax benefits that were not recognized in prior years, duewhen used to its net operating loss position, as a cumulative effect adjustment of $10.4 million on January 1, 2017, increasing retained earnings and decreasing accumulated deferred incomereduce taxes on the Consolidated Balance Sheets. For the year ended December 31, 2018, PNMR recorded excess tax benefits of $1.4 million of which $1.0 million was allocated to PNM and $0.4 million was allocated to TNMP. For the year ended December 31, 2017, PNMR recorded excess tax benefits of $2.3 million of which $1.7 million was allocated to PNM and $0.6 million was allocated to TNMP. payable.

 Year Ended December 31,
Excess Tax Benefits202120202019
(In thousands)
PNM$564 $279 $559 
TNMP224 112 236 
PNMR788 391 795 

TNMP used excess tax benefits to reduce income taxes payable and the benefit was reflected in cash flows from operating activities. The benefit of excess tax benefits at PNM and PNMR will be reflected in operating cash flows when they reduce income taxes payable.

The grant date fair value for restricted stock and stock awards with Company internal performance targets is determined based on the market price of PNMR common stock on the date of the agreements reduced by the present value of future dividends whichthat will not be received prior to vesting,vesting. The grant date fair value is applied to the total number of shares that are anticipated to vest, although the number of performance shares that ultimately vest cannot be determined until after the performance periods end. The grant date fair value of stock awards with market targets is determined using Monte Carlo simulation models, which provide grant date fair values that include an expectation of the number of shares to vest at the end of the measurement period.


The following table summarizes the weighted-average assumptions used to determine the awards grant date fair value:
 Year Ended December 31,
Restricted Shares and Performance-Based Shares202120202019
Expected quarterly dividends per share$0.3275 $0.3075 $0.2900 
Risk-free interest rate0.32 %0.72 %2.47 %
Market-Based Shares
Dividend yield2.76 %2.51 %2.59 %
Expected volatility33.69 %19.41 %19.55 %
Risk-free interest rate0.29 %0.72 %2.51 %
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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

The following table summarizes the weighted-average assumptions used to determine the awards grant date fair value:
  Year Ended December 31,
Restricted Shares and Performance-Based Shares 2018 2017 2016 
Expected quarterly dividends per share $0.2650
 $0.2425
 $0.2200
 
Risk-free interest rate 2.38% 1.50% 0.94% 
        
Market-Based Shares       
Dividend yield 2.96% 2.67% 2.74% 
Expected volatility 19.12% 20.80% 20.44% 
Risk-free interest rate 2.36% 1.54% 0.97% 
The following table summarizes activity in restricted stock awards including performance-based and market-based shares, and stock options:shares:
  Restricted Stock Stock Options
  Shares Weighted-Average Grant Date Fair Value Shares 
Weighted
Average
Exercise
Price
Outstanding at December 31, 2017 189,045
 $31.11
 193,441
 $9.98
Granted 221,062
 $29.65
 
 $
Exercised (237,402) $28.46
 (112,441) $8.56
Forfeited (6,054) $31.37
 
 $
Expired 
 $
 
 $
Outstanding at December 31, 2018 166,651
 $32.93
 81,000
 $11.94
Restricted Stock
SharesWeighted-Average Grant Date Fair Value
Outstanding at December 31, 2020168,061 $40.77 
Granted213,515 43.48 
Released(211,587)40.73 
Forfeited(2,719)43.81 
Outstanding at December 31, 2021167,270 $43.71 
 
PNMR’s current stock-based compensation program provides for performance and market targets through 2021.2023. Included as granted and as exercisedreleased in the table above table are 97,697124,941 previously awarded shares that were earned for the 2015 through 20172018 - 2020 performance measurement period and ratified by the Board in February 20182021 (based upon achieving market targets at “target” levels weighted at 40%, and performance targets at below “target” levels weighted at 60%). In February 2019, the Board approved amendments to exclude certain impacts of the Tax Act on performance metrics for the performance periods ending in 2018 and 2019. These amendments did not impact the Company’s calculation of grant date fair values under the plans but did increase actual achievement levels for the performance period ending in 2018 from below “threshold” levels to below “target” levels and anticipated achievement levels for the performance period ending in 2019 from below “target” levels to the “maximum” level. As a result of these amendments, the Company recorded additional pre-tax expense of $1.0 million, of which $0.7 million was allocated to PNM and $0.3 million was allocated to TNMP.levels). Excluded from the above table are 47,27992,343 previously awarded shares that were earned for the 2016 through 20182019 - 2021 performance measurement period and ratified by the Board in February 20192022 (based upon achieving market targets at below “threshold” levels, weighted at 40%, and performance targets at above “target” levels, together weighted at 60%), as well as maximums of 130,302below “maximum” levels). Also excluded from the table above are 142,047 and 146,941152,414 shares for the three-year performance periods ending in 20192022 and 20202023 that wouldwill be awarded if all performance and market criteria are achieved at maximum levels and all executives remain eligible.
In March 2012, the Company entered into a retention award agreement with its Chairman, President, and Chief Executive Officer under which she was to receive 135,000 shares of PNMR’s common stock if PNMR met specific market targets at the end of 2016 and she remained an employee of the Company. The retention award was made under the PEP and was approved by the Board on February 28, 2012. Under the agreement, she received 35,000 of the total shares in 2015 since PNMR achieved the specified market targets at the end of 2014. The specified market target was achieved at the end of 2016 and the Board ratified her receiving the remaining 100,000 shares, in February 2017.

Effective as of January 1, 2015, the Company entered into a retention award agreement with its Executive Vice President and Chief Financial Officer under which he would receive awards of restricted stock if PNMR met specified performance targets at the end of 2016 and 2017 and he remained an employee of the Company. The retention award was made under the PEP and was approved by the Board on December 9, 2014. The specified performance target was achieved at the end of 2016 and the Board ratified him receiving $100,000 of PNMR common stock in February 2017 based on a market per share value of $36.30 on the grant date of March 3, 2017, or 2,754 shares. Similarly, if PNMR achieved the specified performance target for the period from January 1, 2015 through December 31, 2017, he was to receive $275,000 of PNMR common stock based on the market value

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

per share on the grant date in early 2018. The specified performance target was achieved at the end of 2017 and the Board ratified him receiving $275,000 of PNMR common stock in February 2018 based on a market value per share of $35.85 on the grant date of March 2, 2018, or 7,670 shares, which are included in the above table.

In 2015, the Company entered into an additional retention award agreement with its Chairman, President, and Chief Executive Officer under which she would receive a total 53,859 shares of PNMR’s common stock if PNMR meets certain performance targets at the end of 2017 and 2019 and she remains an employee of the Company. The retention award was made under the PEP and was approved by the Board on February 26, 2015. The specified performance target was achieved at the end of 2017 and the Board ratified her receiving 17,953 shares in February 2018, which are included in the above table. The above table does not include any restricted stock shares that remain unvested under this retention award agreement.

At December 31, 2018, the aggregate intrinsic value of stock options outstanding, all of which are exercisable, was $2.4 million with a weighted-average remaining contract life of 1.04 years. At December 31, 2018, no outstanding stock options had an exercise price greater than the closing price of PNMR common stock on that date.
The following table provides additional information concerning restricted stock activity, including performance-based and market-based shares, and stock options:
 Year Ended December 31, Year Ended December 31,
Restricted Stock 2018 2017 2016Restricted Stock202120202019
Weighted-average grant date fair value $29.65
 $23.06
 $26.49
Weighted-average grant date fair value$43.48 $36.73 $37.92 
Total fair value of restricted shares that vested (in thousands) $8,558
 $5,747
 $5,079
Total fair value of restricted shares that vested (in thousands)$8,617 $8,299 $6,246 
      
Stock Options      Stock Options
Weighted-average grant date fair value of options granted $
 $
 $
Total fair value of options that vested (in thousands) $
 $
 $
Total intrinsic value of options exercised (in thousands) $3,117
 $2,234
 $1,242
Total intrinsic value of options exercised (in thousands)$— $84 $2,617 

At December 31, 2019, the aggregate intrinsic value of stock options outstanding, all of which were exercisable, was less than $0.1 million. All the outstanding options were exercised or expired in February 2020.

(13)    Regulatory Assets and Liabilities
(13)    Regulatory Assets and Liabilities
The operations of PNM and TNMP are regulated by the NMPRC, PUCT, and FERC and the provisions of GAAP for rate-regulated enterprises are applied to its regulated operations. Regulatory assets represent probable future recovery of previously incurred costs that will be collected from customers through the ratemaking process. Regulatory liabilities represent probable future reductions in revenues associated with amounts that are to be credited to customers through the ratemaking process.

Regulatory assets and liabilities reflected in the Consolidated Balance Sheets are presented below.
 
 PNM TNMP
 December 31, December 31,
 2018 2017 2018 2017
Assets:(In thousands)
Current:       
FPPAC$4,104
 $363
 $
 $
Energy efficiency costs430
 1,776
 
 794
 4,534
 2,139
 
 794
Non-Current:       
CTC, including carrying charges
 
 17,744
 26,998
Coal mine reclamation costs19,915
 16,462
 
 
Deferred income taxes63,369
 59,220
 9,309
 9,621
Loss on reacquired debt21,085
 22,744
 31,510
 32,808
Pension and OPEB(1)
227,400
 222,774
 26,972
 26,153
Shutdown of SJGS Units 2 and 3119,785
 125,539
 
 
Hurricane recovery costs(2)

 
 1,551
 6,640
AMS surcharge
 
 31,435
 27,903
AMS retirement and other costs
 
 16,489
 8,948
Other9,349
 12,500
 3,017
 2,362
 460,903
 459,239
 138,027
 141,433
Total regulatory assets$465,437
 $461,378
 $138,027
 $142,227
PNMTNMP
 December 31,December 31,
 2021202020212020
Assets:(In thousands)
Current:
FPPAC$7,130 $— $— $— 
Transmission cost recovery factor— — 3,906 — 
Energy efficiency costs— — 2,158 202 
Other1,591 — — — 
8,721 — 6,064 202 

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

PNMTNMP
December 31,December 31,
2021202020212020
Assets (Continued):(In thousands)
Non-Current:
Coal mine reclamation costs(1)
$9,942 $9,980 $— $— 
Deferred income taxes68,687 65,564 9,505 9,817 
Loss on reacquired debt17,249 19,748 27,615 28,914 
Pension and OPEB(2)
165,006 190,147 17,924 22,863 
Shutdown of SJGS Units 2 and 3100,954 107,231 — — 
AMS surcharge— — 12,507 18,761 
AMS retirement and other costs— — 12,286 13,915 
Deferred cost under the ETA42,656 42,703 — — 
Deferred COVID-19 costs6,896 8,761 — 676 
SJGS replacement resources8,269 8,282 — — 
EIM7,028 2,209 — — 
Other2,294 3,328 5,440 4,891 
428,981 457,953 85,277 99,837 
Total regulatory assets$437,702 $457,953 $91,341 $100,039 
Liabilities:
Current:
FPPAC$— $(2,274)$— $— 
Renewable energy rider(5,989)(2,044)— — 
Energy efficiency costs(2,327)(1,101)— — 
Transmission cost recovery factor— — — (2,052)
(8,316)(5,419)— (2,052)
Non-Current:
Cost of removal(294,193)(284,695)(73,029)(59,613)
Deferred income taxes(321,976)(343,844)(107,250)(119,695)
PVNGS ARO(1,215)(5,394)— — 
Renewable energy tax benefits(16,756)(17,912)— — 
Accelerated depreciation SNCRs(3)
(16,331)(12,045)— — 
Pension and OPEB(2,376)— (6,099)(5,535)
COVID-19 cost savings(900)(900)— — 
Other(83)(83)(1,185)(512)
(653,830)(664,873)(187,563)(185,355)
Total regulatory liabilities$(662,146)$(670,292)$(187,563)$(187,407)
(1) Includes $9.3 million in coal mine reclamation costs related to PNM’s planned retirement of SJGS in 2022 and recoverable under the ETA as described in Note 16
 PNM TNMP
 December 31, December 31,
 2018 2017 2018 2017
Liabilities:(In thousands)
Current:       
Renewable energy rider$(4,475) $(779) $
 $
Other(1,500) (5) (3,471) (1,525)
 (5,975) (784) (3,471) (1,525)
Non-Current:       
Cost of removal(263,597) (256,493) (29,637) (26,541)
Deferred income taxes(407,978) (445,390) (143,745) (148,455)
PVNGS ARO(18,397) (24,889) 
 
Renewable energy tax benefits(20,226) (21,383) 
 
Nuclear spent fuel reimbursements
 (5,518) 
 
Accelerated depreciation SNCRs(3,690) 
 
 
Pension and OPEB(3)

 
 (3,940) (3,442)
Other(83) (768) (136) (699)
 (713,971) (754,441) (177,458) (179,137)
Total regulatory liabilities$(719,946) $(755,225) $(180,929) $(180,662)
(1) (2) Includes $0.4$2.2 million for certain PNM pension costs as described in Note 11
(2) Amount shown is net of amounts owed(3) Amounts to be included under the PUCT’s January 25, 2018 order as described in Note 17ETA
(3) Includes less than $0.1 million of amounts owed to customers for certain pension costs as described in Note 11


The Company’s regulatory assets and regulatory liabilities are reflected in rates charged to customers or have been addressed in a regulatory proceeding. The Company does not receive or pay a rate of return on the following regulatory assets and regulatory liabilities (and their remaining amortization periods): coal mine reclamation costs (through 2020); deferred income taxes (over the remaining life of the taxable item, up to the remaining life of utility plant); pension and OPEB costs (through 2033); and PVNGS ARO (to be determined in a future regulatory proceeding); costs recoverable under the ETA (over the securitization period); deferred COVID-19 costs (to be determined in a future regulatory proceeding); and SJGS replacement resources (to be determined in a future regulatory proceeding).


The Company is permitted, under rate regulation, to accrue and record a regulatory liability for the estimated cost of removal and salvage associated with certain of its assets through depreciation expense. Under GAAP, actuarialActuarial losses and prior service costs for pension plans are required to be recorded in AOCI; however, to the extent authorized for recovery through the regulatory process these amounts are recorded as regulatory assets or liabilities. Based on prior regulatory approvals, the amortization of these amounts will be included in the Company’s rates.

Based on a current evaluation of the various factors and conditions that are expected to impact future cost recovery, the Company believes that future recovery of its regulatory assets is probable.

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PNM RESOURCES, INC. AND SUBSIDIARIES
(14)Construction Program and Jointly-Owned Electric Generating Plants
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019

(14)Construction Program and Jointly-Owned Electric Generating Plants
PNM is a participant in several jointly-owned power plant projects. The participation agreement for SJGS, was set to expire on June 30, 2022, but was extended, subject to FERC’s acceptance of the extension, through September 30, 2022. See Note 17. The primary operating or participation agreements for the other joint projects expire in July 2022 for SJGS, July 2041 for Four Corners, December 2046 for Luna, and November 2047 for PVNGS.
PNM’s expenditures for additions to utility plant were $255.6$602.2 million in 2018,2021, including expenditures on jointly-owned projects. TNMP does not participate in the ownership or operation of any generating plants, but incurred expenditures for additions to utility plant of $223.4$311.9 million during 2018.2021. On a consolidated basis, PNMR’s expenditures for additions to utility plant were $501.2$935.0 million in 2018.2021.
 
Joint Projects


Under the agreements for the jointly-owned projects, PNM has an undivided interest in each asset and liability of the project and records its pro-rata share of each item in the corresponding asset and liability account on PNM’s Consolidated Balance Sheets. Likewise, PNM records its pro-rata share of each item of operating and maintenance expenses for its jointly-owned plants

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

within the corresponding operating expense account in its Consolidated Statements of Earnings. PNM is responsible for financing its share of the capital and operating costs of the joint projects.
At December 31, 2018,2021, PNM’s interests and investments in jointly-owned generating facilities are:
Station (Fuel Type)Plant in
Service
Accumulated
Depreciation(1)
Construction
Work in
Progress
Composite
Interest
 (In thousands)
SJGS (Coal)$815,361 $455,159 $10 66.35 %
PVNGS (Nuclear) (2)
$869,363 $403,764 $38,770 10.20 %
Four Corners Units 4 and 5 (Coal)$316,033 $100,156 $6,294 13.00 %
Luna (Gas)$80,159 $31,244 $46 33.33 %
Station (Fuel Type)
Plant in
Service
 
Accumulated
Depreciation(1)
 
Construction
Work in
Progress
 
Composite
Interest
 (In thousands)
SJGS (Coal) (2)
$814,738
 $(443,517) $820
 66.34%
PVNGS (Nuclear) (3)
$831,663
 $(365,708) $39,393
 10.20%
Four Corners Units 4 and 5 (Coal)$276,960
 $(98,085) $7,455
 13.00%
Luna (Gas)$74,813
 $(28,609) $131
 33.33%
(1) Includes cost of removal.
(1)
(2) Includes interest in PVNGS Unit 3, interest in common facilities for all PVNGS units, and owned interests in PVNGS Units 1 and 2, including improvements.
Includes cost of removal.
(2)
In December 2018, PNM submitted an NMPRC required filing indicating that, consistent with the conclusions reached in PNM’s 2017 IRP, PNM’s customers would benefit from the retirement of PNM’s share of SJGS in mid-2022. As of December 31, 2018, PNM impaired $121.8 million of plant in service and $86.8 million of accumulated depreciation on its 132 MW and 65 MW interests in SJGS Unit 4. These amounts are reflected in the table above and as $35.0 million of pre-tax regulatory disallowances and restructuring costs in the Consolidated Statements of Earnings. See Note 16 for additional discussion of the NMPRC’s December 16, 2015 order regarding SJGS’s compliance with the regional haze rules under the CAA and PNM’s December 2018 Compliance Filing.
(3)
Includes interest in PVNGS Unit 3, interest in common facilities for all PVNGS units, and owned interests in PVNGS Units 1 and 2, including improvements.
San Juan Generating Station
PNM operates and jointly owns SJGS. Effective January 1, 2018, SJGS Unit 1 is owned 50% by PNM and 50% by Tucson and SJGS Unit 4 is owned 77.297% by PNM, including a 12.8% interest held as merchant plant, 8.475% by Farmington, 7.2% by Los Alamos, and 7.028% by UAMPS. See NoteNotes 16 and 17 for additional information about SJGS, including the shutdown of SJGS Units 2 and 3 in December 2017 and the restructuring of SJGS ownership as well as information on PNM’s December 2018 Compliance Filing.SJGS Abandonment Application.
Palo Verde Nuclear Generating Station
PNM is a participant in the three3 units of PVNGS with APS (the operating agent), SRP, EPE, SCE, SCPPA, and The Department of Water and Power of the City of Los Angeles. PNM has a 10.2% undivided interest in PVNGS, with portions of its interests in Units 1 and 2 held under leases. See Note 8 for additional information concerning the PVNGS leases, including PNM’s purchase of the assets underlying certain of the leases in January 2016, PNM’s option to purchase or return certain lease interests that have been extended through 2023 and 2024, and Note 17 for the outcome of PNM’s appeal to the NM Supreme Court regarding the NMPRC’s treatment of those purchases and lease extensions in the ratemaking process.NM 2015 Rate Case.
Operation of each of the three3 PVNGS units requires an operating license from the NRC. The NRC issued full power operating licenses for Unit 1 in June 1985, Unit 2 in April 1986, and Unit 3 in November 1987. The full power operating licenses were originally for a period of 40 years and authorize APS, as operating agent for PVNGS, to operate the three3 PVNGS units. In April 2011, the NRC approved extensions in the operating licenses for the plants for 20 years through June 2045 for Unit 1, April 2046 for Unit 2, and November 2047 for Unit 3. In April 2010, APS entered into a Municipal Effluent Purchase

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and Sale Agreement that provides effluent water rights necessary for cooling purposes at PVNGS through 2050.2019
Four Corners Power Plant
PNM is a participant in two2 units of Four Corners with APS (the operating agent), an affiliate of APS, SRP, and Tucson. PNM has a 13.0% undivided interest in Units 4 and 5 of Four Corners. The Four Corners plant site is located on land within the Navajo Nation and is subject to an easement from the federal government. APS, on behalf of the Four Corners participants, negotiated amendments to an existing agreement with the Navajo Nation, which extends the owners’ right to operate the plant on the site to July 2041. See Note 16 and 17 for additional information about Four Corners.

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016


Luna Energy Facility

Luna is a combined-cycle power plant near Deming, New Mexico. Luna is owned equally by PNM, Tucson, and Samchully Power & Utilities 1, LLC. The operation and maintenance of the facility has been contracted to North American Energy Services.
Construction Program
The Company anticipates making substantial capital expenditures for the construction and acquisition of utility plant and other property and equipment. An unaudited summary of the budgeted construction expenditures, including expenditures for jointly-owned projects, and nuclear fuel, is as follows:
(15)Asset Retirement Obligations
 2019 2020 2021 2022 2023 Total
     (In millions)    
PNM$333.4
 $355.6
 $253.5
 $222.7
 $231.8
 $1,397.0
TNMP245.4
 245.0
 245.3
 244.9
 218.9
 1,199.5
Corporate and Other26.5
 25.3
 20.3
 19.9
 20.2
 112.2
Total PNMR$605.3
 $625.9
 $519.1
 $487.5
 $470.9
 $2,708.7
The construction expenditure estimates are under continuing review and subject to ongoing adjustment, as well as to Board review and approval. The above construction expenditures include $61.2 million for 50 MW of new solar facilities included in PNM’s 2018 renewable energy procurement plan and approximately $130 million for an anticipated expansion of PNM’s transmission system. See Note 17. Expenditures for the expansion of PNM’s transmission system are subject to obtaining necessary approvals of the NMPRC. PNM will be required to file CCN applications with the NMPRC to obtain those approvals.

(15)Asset Retirement Obligations
AROs are recorded based on studies to estimate the amount and timing of future ARO expenditures and reflect underlying assumptions, such as discount rates, estimates of the future costs for decommissioning, and the timing of the removal activities to be performed. Approximately 81%62% of PNM’s total ARO liabilities are related to nuclear decommissioning of PVNGS. PNM is responsible for all decommissioning obligations related to its entire interest in PVNGS, including portions under lease both during and after termination of the leases. Studies of the decommissioning costs of PVNGS, SJGS, Four Corners, and other facilities are performed periodically and revisions to the ARO liabilities are recorded. Changes in the assumptions underlying the calculations may also require revisions to the estimated AROs when identified. A reconciliation of the ARO liabilities is as follows:
PNMRPNMTNMP
 (In thousands)
Liability at December 31, 2018$158,674 $157,814 $860 
Liabilities incurred— — — 
Liabilities settled(987)(935)(52)
Accretion expense12,635 12,562 73 
Revisions to estimated cash flows11,640 11,640 — 
Liability at December 31, 2019181,962 181,081 881 
Liabilities incurred— — — 
Liabilities settled(1,444)(1,192)(252)
Accretion expense11,310 11,236 74 
Revisions to estimated cash flows(1)
(8,407)(8,407)— 
Liability at December 31, 2020183,421 182,718 703 
Liabilities incurred1,781 1,781 — 
Liabilities settled(142)(142)— 
Accretion expense9,308 9,248 60 
Revisions to estimated cash flows(2)
39,778 39,778 — 
Liability at December 31, 2021$234,146 $233,383 $763 
 PNMR PNM TNMP
 (In thousands)
Liability at December 31, 2015$111,895
 $111,049
 $695
Liabilities incurred
 
 
Liabilities settled(14) (14) 
Accretion expense9,170
 9,098
 59
Revisions to estimated cash flows6,468
 6,468
 
Liability at December 31, 2016127,519
 126,601
 754
Liabilities incurred(1)
1,854
 1,853
 
Liabilities settled(968) (944) (24)
Accretion expense10,680
 10,603
 63
Revisions to estimated cash flows7,594
 7,594
 
Liability at December 31, 2017146,679
 145,707
 793
Liabilities incurred
 
 
Liabilities settled(192) 
 
Accretion expense11,482
 11,402
 67
Revisions to estimated cash flows705
 705
 
Liability at December 31, 2018$158,674
 $157,814
 $860

(1)Represents the obligationReflects a decrease of $9.2 million related to an updated PVNGS decommissioning study and an increase of $0.8 million related to an updated Four Corners decommissioning study.
(2)Reflects impacts of newly approved remediation ordinance in San Juan county requiring the additional ownership interest in SJGS Unit 4 that PNM acquired on December 31, 2017 due to the restructuring of the ownershipfull demolition of SJGS. See Note 16.


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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

(16)Commitments and Contingencies


Overview
There are various claims and lawsuits pending against the Company. In addition, the Company is subject to federal, state, and local environmental laws and regulations and periodically participates in the investigation and remediation of various sites. In addition, the Company periodically enters into financial commitments in connection with its business operations. Also, the Company is involved in various legal and regulatory (Note 17) proceedings in the normal course of its business. See Note 17. It is not possible at this time for the Company to determine fully the effect of all litigation and other legal and regulatory proceedings on its financial position, results of operations, or cash flows.
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December 31, 2021, 2020 and 2019
With respect to some of the items listed below, the Company has determined that a loss is not probable or that, to the extent probable, cannot be reasonably estimated. In some cases, the Company is not able to predict with any degree of certainty the range of possible loss that could be incurred. The Company assesses legal and regulatory matters based on current information and makes judgments concerning their potential outcome, giving due consideration to the nature of the claim, the amount and nature of any damages sought, and the probability of success. Such judgments are made with the understanding that the outcome of any litigation, investigation, or other legal proceeding is inherently uncertain. In accordance with GAAP, theThe Company records liabilities for matters where it is probable a loss has been incurred and the amount of loss is reasonably estimable. The actual outcomes of the items listed below could ultimately differ from the judgments made and the differences could be material. The Company cannot make any assurances that the amount of reserves or potential insurance coverage will be sufficient to cover the cash obligations that might be incurred as a result of litigation or regulatory proceedings. Except as otherwise disclosed, the Company does not expect that any known lawsuits, environmental costs, and commitments will have a material effect on its financial condition, results of operations, or cash flows.


Commitments and Contingencies Related to the Environment


PVNGS Decommissioning Funding


The costs of decommissioning a nuclear power plant are substantial. PNM is responsible for all decommissioning obligations related to its entire interest in PVNGS, including portions under lease both during and after termination of the leases. PNM has a program for funding its share of decommissioning costs for PVNGS, including portions held under leases. The nuclear decommissioning funding program is invested in equities and fixed income instruments in qualified and non-qualified trusts. PNM funded $1.3 million $2.0 million, and $4.2 millionfor each of the years ended December 31, 2018, 2017,2021, 2020 and 20162019 into the qualified and non-qualified trust funds. The market value of the trusts at December 31, 20182021 and 20172020 was $287.1$394.5 million and $293.7 million.$379.2 million. See Note 17 for additional discussion of the NM Supreme Court’s decisions in PNM’s appeal of the NMPRC’s decisions in the NM 2015 Rate Case and discussion in PNM’s PVNGS Lease Abandonment Application.


Nuclear Spent Fuel and Waste Disposal
Nuclear power plant operators are required to enter into spent fuel disposal contracts with the DOE that require the DOE to accept and dispose of all spent nuclear fuel and other high-level radioactive wastes generated by domestic power reactors. Although the Nuclear Waste Policy Act required the DOE to develop a permanent repository for the storage and disposal of spent nuclear fuel by 1998, the DOE announced that it would not be able to open the repository by 1998 and sought to excuse its performance of these requirements. In November 1997, the DC Circuit issued a decision preventing the DOE from excusing its own delay but refused to order the DOE to begin accepting spent nuclear fuel. Based on this decision and the DOE’s delay, a number of utilities, including APS (on behalf of itself and the other PVNGS owners, including PNM), filed damages actions against the DOE in the Court of Federal Claims. The lawsuits filed by APS alleged that damages were incurred due to DOE’s continuing failure to remove spent nuclear fuel and high-level waste from PVNGS. In August 2014, APS and the DOE entered into a settlement agreement that establishes a process for the payment of claims for costs incurred through December 31, 2019. In July 2020, APS accepted the DOE’s extension of the settlement agreement for recovery of costs incurred through December 31, 2022. Under the settlement agreement, APS must submit claims annually for payment of allowable costs. PNM records estimated claims on a quarterly basis. The benefit from the claims is passed through to customers under the FPPAC to the extent applicable to NMPRC regulated operations.


PNM estimates that it will incur approximately $57.7$59.6 million (in 20162019 dollars) for its share of the costs related to the on-site interim storage of spent nuclear fuel at PVNGS during the term of the operating licenses. PNM accrues these costs as a component of fuel expense as the nuclear fuel is consumed. At December 31, 20182021 and 2017, PNM’s2020, PNM had a liability for interim storage costs of $12.4$13.0 million and $12.3$12.8 million,, which is included in other deferred credits.

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December 31, 2018, 2017 and 2016



PVNGS has sufficient capacity at its on-site ISFSIIndependent Spent Fuel Storage Installation (“ISFSI”) to store all of the nuclear fuel that will be irradiated during the initial operating license period, which ends in December 2027.  Additionally, PVNGS has sufficient capacity at its on-site ISFSI to store a portion of the fuel that will be irradiated during the period of extended operation, which ends in November 2047.  If uncertainties regarding the United StatesU.S. government’s obligation to accept and store spent fuel are not favorably resolved, APS will evaluate alternative storage solutions that may obviate the need to expand the ISFSI to accommodate all of the fuel that will be irradiated during the period of extended operation.


OnThe Energy Transition Act

In 2019, the Governor signed into New Mexico state law Senate Bill 489, known as the Energy Transition Act (“ETA”). The ETA became effective as of June 8, 2012,14, 2019 and sets a statewide standard that requires investor-owned electric utilities to
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December 31, 2021, 2020 and 2019
have specified percentages of their electric-generating portfolios be from renewable and zero-carbon generating resources. The ETA amends the DC Circuit issued its decision on a challengeREA and requires utilities operating in New Mexico to have renewable portfolios equal to 40% by several states2025, 50% by 2030, 80% by 2040, and environmental groups100% zero-carbon energy by 2045. The ETA also amends sections of the NRC’s rulemaking regarding temporary storageREA to allow for the recovery of undepreciated investments and permanent disposaldecommissioning costs related to qualifying EGUs that the NMPRC has required be removed from retail jurisdictional rates, provided replacement resources to be included in retail rates have lower or zero-carbon emissions. The ETA requires the NMPRC to review and approve utilities’ annual renewable portfolio plans to ensure compliance with the RPS. The ETA also directs the New Mexico Environmental Improvement Board to adopt standards of high-level nuclear wasteperformance that limit CO2 emissions to no more than 1,100 lbs per MWh beginning January 1, 2023 for new or existing coal-fired EGUs with original installed capacities exceeding 300 MW.

The ETA provides for a transition from fossil-fuel generation resources to renewable and spent nuclear fuel.  The petitioners had challenged the NRC’s 2010 updateother carbon-free resources through certain provisions relating to the agency’s Waste Confidence Decisionabandonment of coal-fired generating facilities. These provisions include the use of energy transition bonds, which are designed to be highly rated bonds that can be issued to finance certain costs of abandoning coal-fired facilities that are retired prior to January 1, 2023, for facilities operated by a “qualifying utility,” or prior to January 1, 2032 for facilities that are not operated by a qualifying utility. The amount of energy transition bonds that can be issued to recover abandonment costs is limited to the lesser of $375.0 million or 150% of the undepreciated investment of the facility as of the abandonment date. Proceeds provided by energy transition bonds must be used only for purposes related to providing utility service to customers and temporaryto pay energy transition costs (as defined by the ETA). These costs may include plant decommissioning and coal mine reclamation costs, provided those costs have not previously been recovered from customers or disallowed by the NMPRC or by a court order. Proceeds from energy transition bonds may also be used to fund severances for employees of the retired facility and related coal mine and to promote economic development, education and job training in areas impacted by the retirement of the coal-fired facilities. Energy transition bonds must be issued under a NMPRC approved financing order, are secured by “energy transition property,” are non-recourse to the issuing utility, and repaid by a non-bypassable charge paid by all customers of the issuing utility. These customer charges are subject to an adjustment mechanism designed to provide for timely and complete payment of principal and interest due under the energy transition bonds.

The ETA also provides that utilities must obtain NMPRC approval of competitively procured replacement resources that shall be evaluated based on their cost, economic development opportunity, ability to provide jobs with comparable pay and benefits to those lost upon retirement of the facility and that do not exceed emissions thresholds specified in the ETA. In determining whether to approve replacement resources, the NMPRC must give preference to resources with the least environmental impacts, those with higher ratios of capital costs to fuel costs, and those located in the school district of the abandoned facility. The ETA also provides for the procurement of energy storage rule (the “Waste Confidence Decision”). facilities and gives utilities discretion to maintain, control, and operate these systems to ensure reliable and efficient service.

The DC Circuit found that the Waste Confidence Decision update constitutedETA will have a major federal action which, consistent with NEPA, requires either an environmental impact statement or a finding of no significant impact fromon PNM’s future generation portfolio, including PNM’s planned retirement of SJGS in 2022 and the NRC’s actions.  The DC Circuit found thatplanned Four Corners exit in 2024. PNM cannot predict the NRC’s evaluationfull impact of the environmental risks from spent nuclear fuel was deficientETA or the outcome of its pending and remandedpotential future generating resource abandonment and replacement resource filings with the Waste Confidence Decision update for further action consistent with NEPA. On September 6, 2012, the NRC commissioners issued a directive to the NRC staff to proceed with developmentNMPRC. See additional discussion in Note 17 of a generic EIS to support an updated Waste Confidence Decision, which was issued in September 2013.  On August 26, 2014, the NRC approved a final rule on the environmental effects of continued storage of spent nuclear fuel. The continued storage rule adopted the findings of the generic EIS regarding the environmental impacts of storing spent fuel at any reactor site after the reactor’s licensed period of operations. As a result, those generic impacts do not need to be re-analyzed in the environmental reviews for individual licenses. The August 2014 final rule has been subject to continuing legal challenges before the NRCPNM’s SJGS and the United States Court of Appeals. On May 19, 2016, the NRC denied petitions filed by multiple petitioners to revise the August 2014 rule. The DC Circuit issued an order upholding the August 2014 rule on June 3, 2016 and denied a subsequent petition for rehearing on August 8, 2016.Four Corners Abandonment Applications.


The Clean Air Act
Regional Haze


In 1999, EPA developed a regional haze program and regional haze rules under the CAA. The rule directs each of the 50 states to address regional haze. Pursuant to the CAA, states have the primary role to regulate visibility requirements by promulgating SIPs. States are required to establish goals for improving visibility in national parks and wilderness areas (also known as Class I areas) and to develop long-term strategies for reducing emissions of air pollutants that cause visibility impairment in their own states and for preventing degradation in other states. States must establish a series of interim goals to ensure continued progress by adopting a new SIP every ten years. In the first SIP planning period, states were required to conduct BART determinations for certain covered facilities, including utility boilers, built between 1962 and 1977 that have the potential to emit more than 250 tons per year of visibility impairing pollution. If it was demonstrated that the emissions from these sources caused or contributed to visibility impairment in any Class I area, then BART must have been installed by the beginning of 2018. For all future SIP planning periods, states must evaluate whether additional emissions reduction measures may be needed to continue making reasonable progress toward natural visibility conditions.


On January 10,In 2017, EPA published in the Federal Register revisions to the regional haze rule. EPA also provided a companion draft guidance document for public comment.rule in the Federal Register. The new rule delayed the due date for the next cycle of SIPs from 2019 to 2021, altered the planning process that states must employ in determining whether to impose “reasonable progress” emission reduction measures, and gave new authority to federal land managers to seek additional emission reduction measures outside of the states’ planning process. Finally, the rule made several procedural changes to the regional haze program, including changes to the schedule and process for states to file 5-year progress reports. EPA’s new rule
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December 31, 2021, 2020 and 2019
was challenged by numerous parties. On January 19, 2018, EPA filed a motion to hold the case in abeyance in light of several letters issued by EPA on January 17, 2018 to grant various petitions for reconsideration of the 2017 rule revisions. On January 30, 2018,EPA’s decision to revisit the court placed2017 rule is not a determination on the case in abeyance and directed EPA to file status reports on 90-day intervals beginning April 30, 2018. On September 11, 2018, EPA released a memo titled “Regional Haze Reform Roadmap.” The memo includes forthcoming tools and guidance to support states in their SIP development processes for the second planning period, which covers 2018 to 2028. The memo also includes a notice-and-comment rulemaking to review other aspectsmerits of the January 2017 rule. SIPs forissues raised in the second compliance period are due in July 2021. petitions.

On December 20, 2018, EPA released its finala new guidance document on tracking visibility progress for the second planning period. EPA is allowing states discretion to develop SIPs that may differ from EPA’s guidance as long as they are consistent with the CAA and other applicable regulations. On August 20, 2019, EPA finalized the draft guidance that was previously released as a companion to the regional haze rule revisions, and EPA clarified that guidance in a memorandum issued on July 8, 2021. SIPs for the second planning period were due in July 2021, which deadline NMED was unable to meet. NMED is currently preparing its SIP for the second compliance period and has notified PNM that it will not be required to submit a regional haze four-factor analysis for SJGS since PNM will retire its share of SJGS in 2022. On February 7, 2022, numerous environmental groups sent EPA a notice of intent to sue over the EPA’s failure to issue a finding that 39 states, including New Mexico, failed to submit regional haze SIPs for the second planning period. Most states have not yet submitted their SIPs but are in the various stages of development. The notice of intent alleges that as of January 31, 2022, EPA is in violation of its nondiscretionary duty to issue a finding that these states failed to submit the required SIPs. NMED’s current timeline indicates the proposed SIP will be submitted between July 2022 and January 2023.


Carbon Dioxide Emissions

On August 3, 2015, EPA established standards to limit CO2 emissions from power plants, including (1) Carbon Pollution Standards for new, modified, and reconstructed power plants; and (2) the Clean Power Plan for existing power plants.

Multiple states, utilities and trade groups filed petitions for review in the DC Circuit to challenge both the Carbon Pollution Standards for new sources and the Clean Power Plan for existing sources in separate cases. Challengers successfully petitioned the US Supreme Court for a stay of the Clean Power Plan. However, before the DC Circuit could issue an opinion regarding either the Carbon Pollution Standards or the Clean Power Plan, the Trump Administration asked that the case be held in abeyance while the rule was being re-evaluated, which was granted.

On June 19, 2019, EPA repealed the Clean Power Plan, promulgated the ACE Rule, and revised the implementing regulations for all emission guidelines. EPA set the Best System of Emissions Reduction (“BSER”) for existing coal-fired power plants as heat rate efficiency improvements based on a range of “candidate technologies” that can be applied inside the fence-line of an individual facility.  On September 17, 2019, the DC Circuit issued an order that granted motions by various petitioners, including industry groups and EPA, to dismiss the cases challenging the Clean Power Plan as moot due to EPA’s issuance of the ACE Rule.

The ACE Rule was also challenged, and on January 19, 2021, the DC Circuit issued an opinion in American Lung Association and American Public Health Association v. EPA, et al., finding that EPA misinterpreted the CAA when it determined that the language of Section 111 unambiguously barred consideration of emissions reductions options that were not applied at the source.As a result, the court vacated the ACE Rule and remanded the record back to the EPA for further consideration consistent with its opinion. While the DC Circuit rejected the ACE Rule, it did not reinstate the Clean Power Plan. EPA filed a motion seeking a partial stay of the mandate as to the repeal of the Clean Power Plan, to ensure the court’s order will not render effective the now out-of-date Clean Power Plan. On February 22, 2021, the U.S. Court of Appeals for the DC Circuit granted EPA’s motion, indicating that it would withhold issuance of the mandate with respect to the repeal of the Clean Power Plan until EPA responds to the court’s remand in a new rulemaking action. EPA has commenced the rulemaking process under section 111 to establish new emission guidelines for CO2 emissions from existing power plants. The agency indicates that they plan to publish the draft rule in the summer of 2022 with a final rule in summer of 2023.

Four petitions for writ of certiorari were filed in the US Supreme Court seeking review of the DC Circuit’s January opinion vacating the ACE Rule and the repeal of the Clean Power Plan. The petitioners include (1) West Virginia and 18 other states that had intervened to defend the ACE Rule, (2) North American Coal Corporation, (3) North Dakota (separately from the other states), and (4) Westmoreland Mining Holdings LLC. On October 29, 2021, the US Supreme Court granted the four petitions for writs of certiorari. Oral arguments in the US Supreme Court were held on February 28, 2022. A decision is expected in June 2022.

The litigation over the Carbon Pollution Standards remains held in abeyance but could be reactivated by the parties upon a determination by the court that the Biden Administration is unlikely to finalize the revisions proposed in 2018 and that reconsideration of the rule has concluded.

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December 31, 2018, 20172021, 2020 and 20162019

On January 27, 2021, President Biden signed an extensive Executive Order aimed at addressing climate change concerns domestically and internationally. The order is intended to build on the initial climate-related actions the Biden Administration took on January 20, 2021. It addresses a wide range of issues, including establishing climate change concerns as an essential element of U.S. foreign and security policy, identifying a process to determine the U.S. INDC under the Paris Agreement, and establishing a Special Presidential Envoy for Climate that will sit on the National Security Council. On April 22, 2021, at the Earth Day Summit, as part of the U.S.’s re-entry into the Paris Agreement, President Biden unveiled the goal to cut U.S. emissions by 50% - 52% from 2005 levels by 2030, nearly double the GHG emissions reduction target set by the Obama Administration. The 2030 goal joins President Biden’s other climate goals which include a carbon pollution-free power sector by 2035 and a net-zero emissions economy by no later than 2050.

PNM’s review of the CleanGHG emission reductions standards that may occur as a result of legislation or regulation under the Biden Administration and in response to the court’s ruling on the ACE Rule is ongoing. PNM cannot predict the impact these standards may have on its operations or a range of the potential costs of compliance, if any.

National Ambient Air ActQuality Standards (“NAAQS”)

The CAA requires EPA to set NAAQS for pollutants reasonably anticipated to endanger public health or welfare. EPA has set NAAQS for certain pollutants, including NOx, SO2,ozone, and other applicable regulations. EPA’sparticulate matter.

NOX Standard – On April 18, 2018, EPA published the final rule to retain the current primary health-based NOx standards of which NO2 is the constituent of greatest concern and is the indicator for the primary NAAQS. EPA concluded that the current 1-hour and annual primary NO2 standards are requisite to protect public health with an adequate margin of safety. The rule became effective on May 18, 2018. PNM maintains compliance with the current NOx NAAQS standards.

SO2 Standard – On February 25, 2019, EPA announced its final decision to revisitretain, without changes, the 2017 ruleprimary health-based NAAQS for SO2. Specifically, EPA will retain the current 1-hour standard for SO2, which is not a determination75 parts per billion, based on the merits3-year average of the issues raised99th percentile of daily maximum 1-hour SO2 concentrations. PNM maintains compliance with the current SO2 NAAQS standards.

On March 26, 2021, EPA published in the petitions. PNMFederal Register the initial air quality designations for all remaining areas not yet designated under the 2010 SO2 Primary NAAQS. This is evaluating the potential impactsEPA’s fourth and final set of these matters.

SJGS
BART Compliance SJGS is a source that is subjectactions to the statutory obligationsdesignate areas of the CAA to reduce visibility impacts. The StateU.S. for the 2010 SO2 NAAQS. All areas of New Mexico submittedhave been designated attainment/unclassifiable through four rounds of designations by EPA.

Ozone Standard – On October 1, 2015, EPA finalized the new ozone NAAQS and lowered both the primary and secondary 8-hour standard from 75 to 70 parts per billion. With ozone standards becoming more stringent, fossil-fueled generation units will come under increasing pressure to reduce emissions of NOx and volatile organic compounds since these are the pollutants that form ground-level ozone. On July 13, 2020, EPA proposed to retain the existing ozone NAAQS based on a review of the full body of currently available scientific evidence and exposure/risk information. EPA finalized its SIPdecision to retain the ozone NAAQS in a notice published on December 31, 2020 making it immediately effective. The Center for Biological Diversity filed a lawsuit on February 25, 2021, challenging the regional hazedecision to retain the existing ozone standard, and the Biden Administration has included the decision in its list of actions that may be reconsidered.

On November 10, 2015, EPA proposed a rule revising its Exceptional Events Rule, which outlines the requirements for excluding air quality data (including ozone data) from regulatory decisions if the data is affected by events outside an area’s control. The proposed rule is important in light of the more stringent ozone NAAQS final rule since western states like New Mexico and Arizona are subject to elevated background ozone transport from natural local sources, such as wildfires and stratospheric inversions, and transported via winds from distant sources in other regions or countries. EPA finalized the rule on October 3, 2016 and released related guidance in 2018 and 2019 to help implement its new exceptional events policy.

During 2017 and 2018, EPA released rules establishing area designations for ozone. In those rules, San Juan County, New Mexico, where SJGS and Four Corners are located, is designated as attainment/unclassifiable and only a small area in Doña Ana County, New Mexico is designated as marginal non-attainment.  Although Afton is located in Doña Ana County, it is not located within the small area designated as non-attainment for the 2015 ozone standard. The rule became effective May 8, 2018.

On November 22, 2019, EPA issued findings that several states, including New Mexico, had failed to submit interstate transport elements ofSIPs for the visibility rules for review by EPA2015 8-hour ozone NAAQS. In response, in June 2011. The SIP required SJGS to reduce NOx emissions by installing selective non-catalytic reduction technology (“SNCR”) as BART. Nevertheless, in August 2011, EPADecember 2019, NMED published a FIP, which included a regional haze BART determination for SJGS that required installation of selective catalytic reduction technology (“SCR”) as BART on all four units by September 21, 2016.the Public Review Draft

PNM, as the operating agent for SJGS, engaged in discussions with NMED and EPA regarding an alternative to the FIP and SIP, which resulted in a non-binding agreement that included the retirement of SJGS Units 2 and 3 by the end of 2017 and the installation of SNCRs on Units 1 and 4 (the “RSIP”). EPA issued final rules, which became effective on November 10, 2014, approving the RSIP and withdrawing the FIP.

In addition to the SNCR equipment required by the RSIP, the NSR permit, which was required to be obtained in order to install the SNCRs, specified that SJGS Units 1 and 4 be converted to balanced draft technology (“BDT”). The requirement to install BDT was made binding and enforceable in the NSR permit issued by NMED that accompanied the RSIP submitted to the EPA. EPA’s rule approving the RSIP specifically references the NSR permit by including a condition that requires “modification of the fan systems on Units 1 and 4 to achieve ‘balanced’ draft configuration…”

Installation of SNCRs on Unit 1 and BDT equipment on both Units 1 and 4 was completed in 2015 and installation of SNCRs on Unit 4 was completed in January 2016, which dates were within the timeframe contained in the RSIP. PNM’s share of the total costs for SNCRs and BDT equipment was $77.7 million. See Note 17 for information concerning the NMPRC’s treatment of BDT in PNM’s NM 2015 Rate Case. Although operating costs will be reduced due to the retirement of SJGS Units 2 and 3, the operating costs for SJGS Units 1 and 4 have increased with the installation of SNCR and BDT equipment.

On December 20, 2013, PNM made a filing with the NMPRC requesting certain approvals necessary to effectuate the RSIP. In this filing, PNM requested:

Permission to retire SJGS Units 2 and 3 at December 31, 2017 and to recover over 20 years their net book value at that date along with a regulated return on those costs
A CCN to include PNM’s ownership of PVNGS Unit 3, amounting to 134 MW, as a resource to serve New Mexico retail customers at a proposed value of $2,500 per KW, effective January 1, 2018
An order allowing cost recovery for PNM’s share of the installation of SNCR and BDT equipment to comply with NAAQS requirements on SJGS Units 1 and 4, not to exceed a total cost of $82 million

PNM’s filing also addressed replacement of the capacity from the shutdown of SJGS Units 2 and 3 (which would reduce PNM’s ownership in SJGS by 418 MW), a possible increase in PNM’s ownership in SJGS Unit 4, the identification of a new natural gas-fired generation source, and 40 MW of new utility-scale solar-PV facilities. PNM received approval to construct the 40 MW of solar PV facilities in its 2015 Renewable Energy Plan but ultimately withdrew a request for permission to construct a new natural gas-fired generating station. PNM’s requests in the December 20, 2013 NMPRC filing were based on the status of the negotiations among the SJGS owners at that time regarding ownership restructuring and other matters (see SJGS Ownership Restructuring Matters below). After extensive negotiations, on August 13, 2015 PNM, NMPRC Staff, the NMAG, Western Resource Advocates, and the Coalition for Clean Affordable Energy filed a settlement agreement with the NMPRC. NMIEC, Interwest Energy Alliance, and New Mexico Independent Power Producers subsequently joined in this agreement and NEE filed in opposition to the agreement (collectively, the “Stipulated Settlement”).


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of the New Mexico 2013 NAAQS Good Neighbor SIP that demonstrates that there are no significant contributions from New Mexico to downwind problems in meeting the federal ozone standard.

NMED has responsibility for bringing the small area in Doña Ana County designated as marginal/non-attainment for ozone into compliance and will look at all sources of NOx and volatile organic compounds. NMED has submitted the required elements for the Sunland Park Ozone Non-attainment Area SIP. This includes a transportation conformity demonstration, a 2017 baseline emissions inventory and 2016
emissions statement, and an amendment to the state's Non-attainment Permitting rules at 20.2.79 New Mexico Administrative Code to conform to EPA's SIP Requirements Rule for 2015 Q3 NAAQS (i.e., “implementation rule”).


On December 16, 2015, following oral argument,The SIP elements had staggered deadlines and were done in three submissions: (1) the NMPRC issued an order adoptingtransportation conformity demonstration was completed by the Stipulated Settlement. As providedEl Paso Metropolitan Planning Organization on behalf of New Mexico in 2019, which is responsible for transportation planning in that order:area, and the submission received concurrence from EPA and the Federal Highway Administration; (2) the emissions inventory and statement SIP was submitted to EPA in September 2020; and (3) the Non-attainment New Source Review SIP was submitted to EPA on August 10, 2021.


PNM would retire SJGS Units 2In response to lawsuits brought by states and 3 (PNM’s ownership interest was 418 MW) by December 31, 2017 and recover, over 20 years, 50% of their undepreciated net book value at that date and earnenvironmental groups, on October 29, 2021, EPA filed a regulated return on those costs at PNM’s WACC
PNM was granted a CCN to acquire an additional 132 MW in SJGS Unit 4 with an initial book value of zero, plus the costs of SNCR and other capital additions (an aggregate of $20.7 million), as a jurisdictional resource to serve PNM’s New Mexico retail customers effective January 1, 2018; PNM is prohibited from seeking recovery of any undepreciated investmentmotion in the 132 MW interest inDC Circuit indicating it will reconsider the event SJGS Unit 4 is abandoned2020 ozone NAAQS standard. EPA expects to complete this by the end of 2023.
PNM was granted a CCN for 134 MW of PVNGS Unit 3 with an initial rate base value equal to the book value as of December 31, 2017, including transmission assets associated with PVNGS Unit 3 (an aggregate of $154.9 million) as a jurisdictional resource to serve PNM’s New Mexico retail customers beginning January 1, 2018
PNM was authorized to acquire 65 MW of SJGS Unit 4 as merchant plant; PNM and PNMR commit that no further coal-fired merchant plant will be acquired at any time by PNM, PNMR, or any PNM affiliate and PNM is not precluded from seeking a CCN to include the 65 MW or other coal capacity in rate base
Beginning January 1, 2020, for every MWh produced by 197 MW of coal-fired generation from PNM’s ownership share of SJGS, PNM will acquire and retire one MWh of RECs or allowances that include a zero-CO2 emission attribute compliant with EPA’s Clean Power Plan; this REC retirement is in addition to what is required to meet the RPS; the cost of these RECs are to be capped at $7.0 million per year and will be recovered in rates; PNM should purchase EPA-compliant RECs from New Mexico renewable generation unless those RECs are more costly
PNM would accelerate recovery of SNCR costs on SJGS Units 1 and 4 so that the costs are fully recovered by July 1, 2022 (cost recovery for PNM’s BDT project is discussed in Note 17)
PNM would not recover approximately $20 million of other costs incurred in connection with CAA compliance
The NMPRC would issue a Notice of Proposed Dismissal in PNM’s 2014 IRP
PNM was required to make a filing with the NMPRC no later than December 31, 2018 to determine the extent to which SJGS should continue serving PNM’s retail customers’ needs after June 30, 2022. PNM’s filing was required to be made before PNM entered into a binding commitment to extend the SJGS CSA beyond its scheduled June 30, 2022 expiration date but after PNM had received firm pricing and other terms for the extended supply of coal to SJGS, unless PNM does not proposebelieve there will be material impacts to pursue an extended SJGS CSA. See December 2018 Compliance Filing below and in Note 17

At December 31, 2015, PNM recorded pre-tax losses aggregating $165.7 million, reflecting a $127.6 million write-off for 50%its facilities because of NMED’s non-attainment designation of the then estimatedsmall area within Doña Ana County. Until EPA approves attainment designations for the Navajo Nation and releases a proposal to implement the revised ozone NAAQS, PNM is unable to predict what impact the adoption of these standards may have on Four Corners. With respect to EPA’s reconsideration of the 2020 decision to retain the 2015 ozone standards, PNM cannot predict the outcome of this matter.

PM Standard – On January 30, 2020, EPA published in the Federal Register a notice announcing the availability of a final Policy Assessment for the Review of the NAAQS for Particulate Matter (the “Final PA”). The final assessment was prepared as part of the review of the primary and secondary PM NAAQS. In the assessment, EPA recommended lowering the primary annual PM 2.5 standard to between 8 µg/m3 and 10 µg/m3. However, on April 30, 2020, EPA published a proposed rule to retain the current standards for PM due to uncertainties in the data relied upon in the Final PA. EPA accepted comments on the proposed rule through June 29, 2020. On December 31, 2017 net book value7, 2020, EPA announced it will retain, without revision, the existing primary (health-based) and secondary (welfare-based) NAAQS for PM, and EPA published a notice of that wouldfinal action on December 18, 2020, making it immediately effective. On January 14, 2021, several states and New York City filed a petition for review in the DC Circuit, challenging EPA’s final rule retaining the current primary and secondary PM NAAQS. On February 9, 2021, a similar lawsuit was filed by the Center for Biological Diversity in the DC Circuit. On June 10, 2021, EPA announced that it will reconsider the previous administration’s December 2020 decision to retain the current primary and secondary PM NAAQS, and on October 8, 2021, EPA announced the release of a new draft policy assessment (the “Draft PA”). Like the Final PA, the Draft PA states that available scientific evidence and technical information indicate that the current standards may not be recovered, $21.6 millionadequate to protect public health and welfare, as required by the Clean Air Act. EPA anticipates issuing a proposed rule in summer 2022 and a final rule in spring 2023. PNM maintains compliance with the current PM NAAQS standards and cannot predict the impacts of the outcome of future rulemaking.

Cooling Water Intake Structures
In 2014, EPA issued a rule establishing national standards for certain cooling water intake structures at existing power plants and other unrecoverablefacilities under the Clean Water Act to protect fish and other aquatic organisms by minimizing impingement mortality (the capture of aquatic wildlife on intake structures or against screens) and entrainment mortality (the capture of fish or shellfish in water flow entering and passing through intake structures).
To minimize impingement mortality, the rule provides operators of facilities, such as SJGS and Four Corners, 7 options for meeting Best Technology Available (“BTA”) standards for reducing impingement. SJGS has a closed-cycle recirculating cooling system, which is a listed BTA and may also qualify for the “de minimis rate of impingement” based on the design of the intake structure. The permitting authority must establish the BTA for entrainment on a site-specific basis, taking into consideration an array of factors, including endangered species and social costs and $16.5 million for an increasebenefits. Affected sources must submit source water baseline characterization data to the permitting authority to assist in PNM’s share of estimated coal mine reclamation costs.

During 2016, PNM revised its estimates of the December 31, 2017 projected book value of SJGS Units 2determination. Compliance deadlines under the rule are tied to permit renewal and 3 and the other unrecoverable costs, which resulted in a net expense of $3.7 million, consisting of a $0.9 million expense duewill be subject to a revisionschedule of compliance established by the estimated net book value ofpermitting authority.
The rule is not clear as to how it applies and what the compliance timelines are for facilities like SJGS Units 2that have a cooling water intake structure and 3,only a $4.5 million expense related to a refinement of the estimated liability for coal mine reclamation resulting from the new coal mine reclamation arrangement, and a $1.7 million reduction of the other unrecoverable costsmulti-sector general stormwater permit. However, EPA has indicated that are reflected in regulatory disallowances and restructuring costs on the Consolidated Statements of Earnings. In addition, PNMR Development recorded an expense of $0.6 million in 2016 for costs it was obligated to reimburse the other SJGS participants under the restructuring arrangement, which is included in other deductions on the Consolidated Statement of Earnings.

SJGS Unit 3 was shut down on December 19, 2017 and SJGS Unit 2 was shut down on December 20, 2017. At shutdown, the carrying value for PNM’s ownership share of SJGS Units 2 and 3 was comprised of plant in service of $439.4 million and accumulated depreciation and amortization (including cost of removal) of $188.3 million for a net book value of $251.1 million. As of December 31, 2017, these amounts were written off and offset by previously recorded losses of $128.6 million. PNM also recorded a regulatory asset of $125.5 million for the 50% of the undepreciated book value that is to be recovered from ratepayers pursuant to the December 15, 2015 NMPRC order described above. This resulted in the reversal of previously recorded losses of $3.0 million being recorded at December 31, 2017. In addition, PNM recognized a reversal of $1.0 million of previously recorded losses for other unrecoverable costs. These reversals, which total $4.0 million, are included in regulatory disallowances and restructuring costs on the Consolidated Statements of Earnings.


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TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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contemplating a December 31, 2023 compliance deadline. PNM is working with EPA regarding this issue and does not expect material changes as a result of any requirements that may be imposed upon SJGS, particularly given the planned retirement of SJGS in 2022.
In January 2016, NEE filed a notice of appeal with the NM Supreme Court of the NMPRC’s December 16, 2015 order. In July 2016, NEE filed a brief alleging that the NMPRC’s decision violated New Mexico statutes and NMPRC regulations because PNM did not adequately consider replacement resources other than those proposed by PNM, the NMPRC did not require PNM to adequately address and mitigate ratepayer risk, the NMPRC unlawfully shifted the burden of proof, and the NMPRC’s decision was arbitrary and capricious.  Several parties filed Answer Briefs refuting NEE’s claims in November 2016. Reply briefs were filed by NEE in January 2017 and the parties presented oral argument to the court on January 25, 2017. On March 5, 2018, the NM Supreme Court issued its opinion affirming the NMPRC’s December 2015 order, thereby denying NEE’s appeal. A request for rehearing of the NM Supreme Court’s decision was not filed by the statutory deadline. This matter is now concluded.
NEE Complaint – On March 31, 2016, NEE filed a complaint with the NMPRC against PNM regarding the financing provided by NM Capital to facilitate the sale of SJCC. See Coal Supply below. The complaint alleges that PNM failed to comply with its discovery obligation in the SJGS abandonment case and requests the NMPRC investigate whether the financing transactions could adversely affect PNM’s ability to provide electric service to its retail customers. PNM responded to the complaint on May 4, 2016. On January 31, 2018, NEE filed a motion asking the NMPRC to investigate whether PNM’s relationship with WSJ, in light of Westmoreland’s financial condition, could be harmful to PNM’s customers. PNM responded requesting the NMPRC deny the motion and that NEE’s prior complaint be dismissed. On May 23, 2018, PNM filed its responseseveral environmental groups sued EPA Region IX in the U.S. Court of Appeals for the Ninth Circuit Court over EPA’s failure to timely reissue the Four Corners NPDES permit. The petitioners asked the court to issue a writ of mandamus compelling EPA Region IX to take final action on the pending NPDES permit by a reasonable date. EPA subsequently reissued the NPDES permit on June 12, 2018. The permit did not contain conditions related to the NMPRC staff’s comments requesting additional information about the financing and notingcooling water intake structure rule, as EPA determined that the Westmoreland Loan was paid in full on May 22, 2018. NEEfacility has achieved BTA for both impingement and NMPRC staff responded onentrainment by operating a closed-cycle recirculation system. On July 16, 2018. NEE continues its request2018, several environmental groups filed a petition for review with EPA’s Environmental Appeals Board (“EAB”) concerning the reissued permit. The environmental groups alleged that the NMPRC investigate whether Westmoreland’s financial condition could adversely affect PNM’s customers.permit was reissued in contravention of several requirements under the Clean Water Act and did not contain required provisions concerning certain revised ELG, existing-source regulations governing cooling-water intake structures, and effluent limits for surface seepage and subsurface discharges from coal-ash disposal facilities. On December 19, 2018, EPA withdrew the Four Corners NPDES permit in order to examine issues raised by the environmental groups. Withdrawal of the permit moots the appeal pending before the EAB. EAB thereafter dismissed the environmental groups’ appeal. EPA issued an updated NPDES permit on September 30, 2019. The NMPRC staff response requested that PNM provide certain additional information aboutpermit was once again appealed to the financing transactionsEAB and statedwas stayed before the effective date. Oral argument was heard on September 3, 2020. The EAB issued an order denying the petition for review on September 30, 2020. The denial was based on the EAB’s determination that the petitioners had failed to show cause requested by NEE is not warranted.demonstrate that review of the permit was warranted on any of the grounds presented in the petition. Thereafter, the Regional Administrator of the EPA signed a Notice of Final Permit Decision, and the NPDES permit was issued on November 9, 2020. The permit became effective December 1, 2020 and will expire on November 30, 2025. On October 11, 2018, PNMJanuary 22, 2021, the environmental groups filed a supplemental response notifying the NMPRC that Westmoreland had filed voluntary petitionspetition for relief under Chapter 11review of the EAB's decision with the U.S. Bankruptcy Code. PNM’s supplemental response indicated Westmoreland had agreed to terms with its secured creditors that will allow it to continue to fund normal-course operations and to continue to serve its customers duringCourt of Appeals for the course of the bankruptcy case. See Note 10. PNM’s supplemental response also included a letter from the United States Southern District of Texas Bankruptcy Court indicating that, subject to specified conditions, Westmoreland is authorized to “perform under its coal contracts and to conduct its business under the ordinary course of business” without seeking court approval.Ninth Circuit. The NMPRC has taken no further action on NEE’s complaints.September 2019 permit remains in effect pending this appeal. PNM cannot predict whether there will be further appeals of this matter or whether the outcome of any such appeal will have a material impact on PNM’s financial position, results of operations, or cash flows.

Effluent Limitation Guidelines

On June 7, 2013, EPA published proposed revised wastewater ELG establishing technology-based wastewater discharge limitations for fossil fuel-fired electric power plants.  EPA signed the final Steam Electric ELG rule on September 30, 2015. The final rule, which became effective on January 4, 2016, phased in the new, more stringent requirements in the form of effluent limits for arsenic, mercury, selenium, and nitrogen for wastewater discharged from wet scrubber systems and zero discharge of pollutants in ash transport water that must be incorporated into plants’ NPDES permits. The 2015 rule required each plant to comply between 2018 and 2023 depending on when it needs a new or revised NPDES permit.

The Steam Electric ELG rule was challenged in the U.S. Court of Appeals for the Fifth Circuit by numerous parties. On April 12, 2017, EPA signed a notice indicating its intent to reconsider portions of the rule, and on August 22, 2017, the Fifth Circuit issued an order severing the issues under reconsideration and holding the case in abeyance as to those issues. However, the court allowed challenges to other portions of the rule to proceed. On April 12, 2019, the Fifth Circuit granted those challenges and issued an opinion vacating several portions of the rule, specifically those related to legacy wastewater and leachate, for which the court deemed the standards selected by EPA arbitrary and capricious.

On September 18, 2017, EPA published a final rule for postponement of certain compliance dates. The rule postponed the earliest date on which compliance with the ELG for these matters.

SJGS Ownership Restructuring Matters – Prior towaste streams would be required from November 1, 2018 until November 1, 2020. On November 22, 2019, EPA published a proposed rule revising the original ELG while maintaining the compliance dates. Comments were due January 21, 2020. On October 13, 2020, EPA published in the Federal Register the final Steam Electric ELG and standards for the Steam Electric Power Generating Point Source Category, revising the final 2015 guidelines for both flue gas desulfurization wastewater and bottom ash transport water. The rule will require compliance with new limits as soon as possible on or after October 13, 2021, but no later than December 31, 2017, SJGS was jointly owned by PNM2025.

On August 3, 2021, EPA published notice that it will undertake a supplemental rulemaking to revise the ELG after completing its review of the 2020 Reconsideration Rule. As part of this process, EPA will determine whether more stringent limitations and eight other entities, including three participants that operatestandards are appropriate. EPA intends to publish a proposed rule in the Statefall of California. Furthermore, each participant did2022.

Because SJGS is zero discharge for wastewater and is not have the same ownership interest in each unit. The SJPPArequired to hold a NPDES permit, it is expected that governs the operation of SJGS expires on July 1, 2022. In connection withminimal to no requirements will be imposed. Reeves Station discharges cooling tower blowdown to install SNCRa publicly owned treatment plant and BDT equipmentholds an NPDES permit. It is expected that minimal to no requirements will be imposed at SJGS, the California participants indicated that, under California law, they might be prohibited from making significant capital improvements to SJGS and expressed the intent to exit their ownership in SJGS by December 31, 2017. One other participant also expressed a similar intent to exit ownership in the plant. As a result, the SJGS participants negotiated a restructuring of the ownership in SJGS and addressed the obligations of the exiting participants for plant decommissioning, mine reclamation, environmental matters, and certain future operating costs, among other items. Prior to the restructuring, the exiting participants owned 50.0% of SJGS Unit 3 and 38.8% of SJGS Unit 4, but none of SJGS Units 1 and 2, and PNM owned 50.0% of SJGS Units 1, 2, and 3 and 38.5% of SJGS Unit 4.Reeves Station.


Following mediated negotiations, the SJGS participants executed the San Juan Project Restructuring Agreement (“SJGS RA”). The SJGS RA provides the essential terms of restructured ownership and addresses other related matters, including that the exiting participants remain obligated for their proportionate shares of environmental, mine reclamation, and certain other legacy liabilities that are attributable to activities that occurred prior to their exit. PNMR Development became a party to the SJGS RA and agreed to acquire an ownership interest in SJGS Unit 4 on the December 31, 2017 exit date, but had obligations related to Unit 4 before that time. Under the SJGS RA, PNM would acquire 132 MW and PNMR Development would acquire 65 MW of the capacity in SJGS Unit 4 from the exiting owners on the exit date for no initial cost other than funding capital improvements, including the costs of installing SNCR and BDT equipment. PNMR Development’s share of the costs of installing SNCR and BDT equipment amounted to $7.6 million. Consistent with the NMPRC order, PNM acquired the rights and obligations related to the 65 MW from PNMR Development effective on December 31, 2017 in order to facilitate dispatch of power from that capacity.

The SJGS RA became effective contemporaneously with the effectiveness of the new SJGS CSA. The effectiveness of the new SJGS CSA was dependent on the closing of the purchase of the existing coal mine operation by a new mine operator, which as discussed in Coal Supply below, occurred on January 31, 2016. The SJGS RA sets forth the terms under which PNM

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

acquiredSee “Cooling Water Intake Structures” above for additional discussion of Four Corners’ current NPDES permit. Four Corners may be required to change equipment and operating practices affecting boilers and ash handling systems, as well as change its waste disposal techniques during the coal inventorynext NPDES permit renewal in 2023.  PNM is unable to predict the outcome of these matters or a range of the exiting SJGS participants aspotential costs of January 1, 2016compliance.
Santa Fe Generating Station
PNM and supplied coalNMED are parties to agreements under which PNM has installed a remediation system to treat water from a City of Santa Fe municipal supply well and an extraction well to address gasoline contamination in the exiting participants forgroundwater at the period from January 1, 2016 through December 31, 2017, which arrangement provided economic benefitssite of PNM’s former Santa Fe Generating Station and service center. A 2008 NMED site inspection report states that were passed on to PNM’s customers throughneither the FPPAC.

SJGS Units 2source nor extent of contamination at the site has been determined and 3 were shut downthat the source may not be the former Santa Fe Generating Station. During 2013 and 2014, PNM and NMED collected additional samples that showed elevated concentrations of nitrate and volatile organic compounds in December 2017 and the restructuring of SJGS ownership under the SJGS RA occurred on December 31, 2017, including PNM’s acquisitionsome of the additional 132 MW and 65 MW ownership interests in SJGS Unit 4 as set forth above. In accordance with the FERC chart of accounts, plant in service for utility assets acquired is to be recordedmonitoring wells at the original costsite. In addition, one monitoring well contained free-phase hydrocarbon products. PNM collected a sample of the assets less accumulated depreciation. Sinceproduct for “fingerprint” analysis. The results of this analysis indicated the product was a mixture of older and newer fuels. The presence of newer fuels in the sample suggests the hydrocarbon product likely originated from off-site sources. In December 2015, PNM did not pay for any costs incurred prior to the effective date of the SJGS RA, PNM increased both plant in service and accumulated depreciation for the original cost of the acquired interests at that date, estimated to be $261.8 million, on December 31, 2017. As ordered by the NMPRC, PNM treats the 65 MW interest as merchant utility plant that is excluded from retail rates. In anticipation of the transfer of ownership, PNM entered into agreements to sell the power from 36 MW of that capacity to a third party at a fixed price for the period January 1, 2018 through June 30, 2022 (Note 9). Beginning in 2018, SJGS is jointly owned by five entities. Including the 65 MW considered to be merchant plant, PNM’s ownership share is 77.3% in SJGS Unit 4 and an aggregate of 66.3% in SJGS Units 1 and 4.

December 2018 Compliance Filing The NMPRC’s December 16, 2015 order required that, no later than December 31, 2018, PNM make a filing with the NMRPC to determine the extent to which SJGS should continue serving PNM’s customers’ needs after June 30, 2022, including PNM’s recommendation and supporting testimony and exhibits (the “December 2018 Compliance Filing”). The December 2018 Compliance Filing was required to be made before PNMNMED entered into a binding commitmentmemorandum of understanding to address changing groundwater conditions at the site under which PNM agreed to continue hydrocarbon investigation under the supervision of NMED. Qualified costs are eligible for post-2022 coal supply but afterpayment through the New Mexico Corrective Action Fund (“CAF”), which is administered by the NMED Petroleum Storage Tank Bureau. In March 2019, PNM received firm pricing and other termsnotice from NMED that an abatement plan for the supplysite is required to address concentrations of coal at SJGS, unless PNM did not intendpreviously identified compounds, unrelated to pursue an agreement for post-2022 coal supply at SJGS. The NMPRC’s December 16, 2015 order also indicatedthose discussed above, found in the groundwater. NMED approved PNM’s abatement plan proposal, which covers field work and reporting.
Field work related to the investigation under both the CAF and abatement plan requirements was completed in October 2019. Activities and findings associated with the field work were presented in two separate reports and released to stakeholders in early 2020. Subsequent field work was completed in July 2020 and two reports were released supporting PNM’s contention that if SJGS Unit 4 is abandoned with undepreciated investment on PNM’s books, PNM is prohibited from recoveringoff-site sources have impacted, and are continuing to impact, the undepreciated investmentlocal groundwater in the vicinity of its 132 MW interest and required that PNM’s 65 MW interest in SJGS Unit 4 be treated as excluded merchant plant. PNM is currently depreciating all its investments in SJGS through 2053, which reflects the period of time over which the NMPRC has authorized PNM to recover its investment in SJGS from New Mexico retail customers. 

former Santa Fe Generating Station.
PNM submitted thework plans to NMED in January 2021 for review and approval. In December 2018 Compliance Filing2021, NMED approved both workplans and work is underway. These activities are expected to the NMPRC on December 31, 2018 indicating that, consistent with the conclusions reached in PNM’s 2017 IRP (Note 17), PNM’s customers would benefit from the retirement of PNM’s share of SJGS after the current SJGS CSA expires in mid-2022. The December 2018 Compliance Filing also indicates that, pursuant to the terms of the agreements governing SJGS, all of the SJGS owners except for Farmington have provided written notice that they do not intend to extend the SJGS operating agreements beyond their June 30, 2022 expiration dates and that PNM has provided written notice to SJCC that PNM does not intend to extend the SJGS CSA beyond June 30, 2022 or to negotiate a new coal supply agreement on behalf of the other SJGS participants. The December 2018 Compliance Filing also requested the NMPRC accept the filing as compliant with the December 16, 2015 order and indicated that PNM anticipates it will have sufficient informationbe completed by the end of 2022.
The City of Santa Fe has stopped operating its well at the second quarter of 2019 to support a consolidated application seeking NMPRC approval to retire PNM’s share of SJGS in 2022 and for approval of CCNs, PPAs, or other applicable approvals, for replacement capacity resources. On January 10, 2019, the NMPRC opened a docket to determine whether the NMPRC should grant PNM’s request to accept the December 2018 Compliance Filing and take no further action pending PNM submitting a formal consolidated abandonment and replacement resources application, or whether the NMPRC should immediately establish a formal procedural schedule regarding the abandonment of SJGS. The NMPRC received responses from parties regarding the initial order and, on January 30, 2019, approved an order initiating a proceeding and requiring PNM to submit an application for the abandonment of PNM’s share of SJGS by March 1, 2019. On February 7, 2019, PNM filed a motion requesting the NMPRC vacate the January 30, 2019 order and to extend the deadlinesite, which is needed for PNM’s abandonment filinggroundwater remediation system to operate. As a result, PNM has stopped performing remediation activities at the site. However, PNM’s monitoring and other abatement activities at the site are ongoing and will continue until the endgroundwater meets applicable federal and state standards or until the NMED determines remediation is not required, whichever is earlier. PNM is not able to assess the duration of this project or estimate the second quarter of 2019, which was deemed denied. On February 27, 2019,impact on its obligations if PNM filed a petition withis required to resume groundwater remediation activities at the NM Supreme Court stating that the requirements of the January 30, 2019 order exceed the NMPRC’s authority by, among other things, mandatingsite. PNM to make a filing that is legally voluntary, and that the order is contraryunable to NMPRC precedent which requires abandonment applications to also include identified replacement resources and other information that will not be available to PNM by March 1, 2019. PNM’s petition also requested the NM Supreme Court stay the January 30, 2019 order until after June 14, 2019. On March 1, 2019, the NM Supreme Court granted a temporary stay of the NMPRC’s order and will consider the merits of PNM’s petition after receiving responses, which are due by March 19, 2019.  PNM cannot predict the outcome of this matter.these matters.

Coal Combustion Residuals Waste Disposal
GAAP requires that long-lived assets be testedCCRs consisting of fly ash, bottom ash, and gypsum generated from coal combustion and emission control equipment at SJGS are currently disposed of in the surface mine pits adjacent to the plant. SJGS does not operate any CCR impoundments or landfills. The NMMMD currently regulates mine reclamation activities at the San Juan mine, including placement of CCRs in the surface mine pits, with federal oversight by the OSM. APS disposes of CCRs in ponds and dry storage areas at Four Corners.  Ash management at Four Corners is regulated by EPA and the New Mexico State Engineer’s Office. 
EPA’s final coal ash rule, which became effective on October 19, 2015, included a non-hazardous waste determination for impairment when eventscoal ash and sets minimum criteria for existing and new CCR landfills and surface impoundments. On December 16, 2016, the Water Infrastructure Improvements for the Nation Act (the “WIIN Act”) was signed into law to address critical water infrastructure needs in the U.S. and contains a number of provisions related to the CCR rules. Among other things, the WIIN Act allows, but does not require, states to develop and submit CCR permit programs for EPA approval, provides flexibility for states to incorporate EPA’s final rule for CCRs or changes in circumstances indicate that their carrying value may not be recoverable. The test must consider only those cash flowsdevelop other criteria that are directly associated with the long-lived asset, or group of assets,at least as protective as EPA’s final rule, and requires EPA to approve state permit programs within 180 days of submission by the evaluation be performed atstate. Because states are not required to implement their own CCR permit programs, EPA will implement the lowest level for which identifiable cash flowspermit program in states that choose not to implement a program, subject to Congressional funding. Until permit programs are in effect, EPA has authority to directly enforce the CCR rule. For facilities located within the boundaries of Native American reservations, such as the Navajo Nation where Four Corners is located, EPA is required to develop a federal permit program regardless of appropriated funds.


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On July 30, 2018, EPA published a rule that constitutes “Phase One, Part One” of its ongoing reconsideration and revision of the April 17, 2015, CCR rule. The final Phase One, Part One rule includes two types of revisions. The first revision extended the deadline to allow EGUs with unlined impoundments or that fail to meet the uppermost aquifer requirement to continue to receive coal ash until October 31, 2020. This deadline was again extended by subsequent amendments. The rule also authorized a “Participating State Director” or EPA to approve suspension of groundwater monitoring requirements and to issue certifications related to the location restrictions, design criteria, groundwater monitoring, remedy selection and implementation. The rule also modified groundwater protection standards for certain constituents, which include cobalt, molybdenum, lithium, and lead without a maximum contamination level.
largely independent
On August 14, 2019, EPA published a second round of revisions, which are commonly referred to as the “Phase Two” revisions. Phase Two proposed revisions to reporting and accessibility to public information, the “CCR piles” and “beneficial use” definitions and the requirements for management of CCR piles. EPA has reopened and extended the Phase Two comment several times. Most recently, on March 12, 2021, EPA reopened the comment period on its prior notice that announced the availability of new information and data pertaining to the Phase Two proposed rule. EPA extended the comment period for an additional 60 days, until May 11, 2021. EPA has not yet finalized provisions in Phase Two related to beneficial use of CCR and CCR piles. This activity is on EPA’s long-term agenda, which means EPA has no plans to address these issues in the next 12 months.

Since promulgating its Phase Two proposal, EPA has finalized two other cash flowsrules addressing various CCR rule provisions.On December 2, 2019, EPA promulgated its proposed Holistic Approach to Closure Part A (“Part A”), which proposed a new deadline of August 31, 2020, for companies to initiate closure of unlined CCR impoundments. In accordance with the DC Circuit Court of Appeals’ vacatur of portions of the CCR Rule, Part A also proposedchanging the classification of compacted soil-lined or clay-lined surface impoundments from “lined” to “unlined”. In addition, Part A delineated a process for owners/operators to submit requests for alternative closure deadlines based on lack of alternate disposal capacity. EPA issued the final Part A on August 28, 2020, which became effective on September 28, 2020. This rule finalized the classification of soil-lined and clay-lined surface impoundments as unlined, thus, triggering closure or retrofit requirements for those impoundments. The final Part A also gave operators of unlined impoundments until April 11, 2021 to cease receipt of waste at these units and initiate closure.

On March 3, 2020, EPA issued the proposed Holistic Approach to Closure Part B (“Part B”), which delineated the process for owners/operators to submit alternate liner demonstrations for clay-lined surface impoundments that could otherwise meet applicable requirements. Part B also proposed regulations addressing beneficial use for closure of surface impoundments. On November 12, 2020, EPA issued the final Part B rule, which became effective December 14, 2020. This rule did not include beneficial use of CCR for closure, which EPA explains will be addressed in subsequent rulemaking actions. EPA intends to issue several other rulemakings covering legacy ponds and finalizing parts of previously proposed rules. These proposed rules and final rules are expected in 2022.

On February 20, 2020, EPA published a proposed rule establishing a federal permitting program for the handling of CCR within the asset group.boundaries of Native American reservations and in states without their own federally authorized state programs. Permits for units within the boundaries of Native American reservations would be due 18 months after the effective date of the rule. The final rule is expected in October 2022. EPA is coordinating with the affected permits for the three facilities with CCR disposal units located on Native American lands. PNM evaluatedcannot predict the recent events surrounding itsoutcome of EPA’s rule making activity or the outcome of any related litigation, and whether or how such a ruling would affect operations at Four Corners.

The CCR rule does not cover mine placement of coal ash. OSM is expected to publish a proposed rule covering mine placement in the future participation inand will likely be influenced by EPA’s rule and the determination by EPA that CCRs are non-hazardous. PNM cannot predict the outcome of OSM’s proposed rulemaking regarding CCR regulation, including mine placement of CCRs, or whether OSM’s actions will have a material impact on PNM’s operations, financial position, or cash flows.  Based upon the requirements of the final Part A CCR rule, PNM conducted a CCR assessment at SJGS and determinedmade minor modifications at the plant to ensure that there are no facilities that would be considered impoundments or landfills under the rule. PNM would seek recovery from its retail customers of all CCR costs for jurisdictional assets that are ultimately incurred.

Utilities that own or operate CCR disposal units, such as those at Four Corners, as indicated above, were required to collect sufficient groundwater sampling data to initiate a detection monitoring program.  Four Corners completed the analysis for its CCR disposal units, which identified several units that will need corrective action or will need to cease operations and initiate closure by April 11, 2021. As part of this assessment, Four Corners will continue to gather additional groundwater data and perform remedial evaluations. At this time, PNM does not anticipate its share of the cost to complete these corrective
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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
actions to close the CCR disposal units, or to gather and perform remedial evaluations on groundwater at Four Corners, will have a significant impact on its operations, financial position, or cash flows.
Other Commitments and Contingencies
Coal Supply

SJGS

The coal requirements for SJGS are supplied by WSJ LLC. In addition to coal delivered to meet the current needs of SJGS, PNM has prepaid the current San Juan mine owner and operator, WSJ LLC, for certain coal mined but not yet delivered to the plant site. At December 31, 2021 and 2020, prepayments for coal, which are included in prepaid assets, amounted to $20.4 million and $26.3 million.

In conjunction with the activities undertaken to comply with the CAA for SJGS, PNM and the other owners of SJGS evaluated alternatives for the supply of coal to SJGS. On July 1, 2015, PNM and Westmoreland entered into a new coal supply agreement (the “SJGS CSA”), pursuant to which Westmoreland, through its indirectly wholly-owned subsidiary SJCC, agreed to supply all of the coal requirements of SJGS through June 30, 2022. PNM and Westmoreland also entered into agreements under which CCR disposal and mine reclamation services for SJGS would be provided. As discussed in Note 10, WSJ LLC assumed the rights and obligations of SJCC under the SJGS CSA and the agreements for CCR disposal and mine reclamation services.

Pricing under the SJGS CSA is primarily fixed, with adjustments to reflect changes in general inflation and takes into account that WSJ LLC has been paid for coal mined but not delivered. Substantially all of PNM’s coal costs are passed through the FPPAC. In November 2018, PNM provided notice to Westmoreland that PNM does not intend to extend the term of the SJGS CSA or to negotiate a new coal supply agreement for SJGS, which would have resulted in the current agreement expiring on its own terms on June 30, 2022. On February 17, 2022, PNM and WSJ LLC entered into an amendment to extend the SJGS CSA through September 30, 2022, subject to FERC’s acceptance of the amended participation agreement. The amendment provides for a fixed price increase of $5.00 per ton, beginning April 1, 2022, which would pass through the FPPAC. See additional discussion of PNM’s SJGS Abandonment Application in Note 17.

WSJ LLC notified PNM in July 2021 that it is more likely than nothad encountered unfavorable geologic conditions that PNM’s sharewere impeding longwall progress in the San Juan Mine. On August 17, 2021, WSJ LLC issued a formal notice of SJGS will be retired in 2022. Asnon-normal conditions due to WSJ LLC’s inability to maintain a result,reserve of coal at required levels. WSJ LLC also notified PNM performed an impairment analysis that assumed SJGS would not continuethese geologic complications constituted a force majeure event that was preventing WSJ LLC from satisfying its obligation to maintain required coal inventory levels. Geologic conditions have subsequently improved, and on December 9, 2021, Westmoreland gave official notice that they were terminating the potential force majeure conditions. PNM expects the mine to operate under normal conditions with no significant impact on full load operations through 2053, as previously approved by the NMPRC. PNM’s impairment analysis indicated that, pursuantremainder of the SJ CSA.

In connection with certain mining permits relating to the NMPRC’s December 16, 2015 order, PNM’s undepreciated 132 MW interest in SJGS Unit 4 at June 30, 2022 will not be recovered from customers; that the estimated future cash flows expected to result from the operation of SJGS Unit 4 through June 30, 2022 are not sufficientthe San Juan mine, the San Juan mine owner was required to provide for recoverypost reclamation bonds of PNM’s 65 MW merchant interest in$118.7 million with the facility; and that it is unlikely PNM will be ableNMMMD. In order to sell or transfer its interests in SJGS to third parties at amounts sufficient to provide for their recovery. As a result, asfacilitate the posting of December 31, 2018, PNM recorded a pre-tax impairment of its investment in SJGS of approximately $35.0 million, which is reflected as regulatory disallowances and restructuring costsreclamation bonds by sureties on the Consolidated Statements of Earnings. This amount includes the entire $11.9 million carrying value of PNM’s 65 MW interest in SJGS Unit 4 as of December 31, 2018, and $23.1 million of estimated undepreciated investments in PNM’s 132 MW jurisdictional interest as of June 30, 2022 that will not be recovered from customers. The carrying value of PNM’s remaining undepreciated investments in SJGS, which PNM will seek to recover from customers in the event of an early retirementbehalf of the facility, is $373.6San Juan mine owner, PNMR entered into the WFB LOC Facility under which letters of credit aggregating $30.3 million ashave been issued. As discussed in Note 10, on March 15, 2019, the assets owned by SJCC were sold to WSJ LLC, a subsidiary of December 31, 2018. See additional discussion regardingWestmoreland Mining Holdings, LLC. Under the increase in PNM’s estimated liability for coal mine reclamation below.sale agreement, WSJ LLC assumed the rights and obligations of SJCC including obligations to PNMR under the outstanding letters of credit.


The December 2018 Compliance Filing and the 2017 IRP are not final determinations of PNM’s future generation portfolio.  Retiring PNM’s share of SJGS will require future NMPRC approval. PNM will also be required to obtain NMPRC approval of replacement power resources through CCN, PPA, or other applicable filings. The financial impact of an early retirement of SJGS and the NMPRC approval process are influenced by many factors outside of PNM’s control, including the economic impact of a potential SJGS abandonment filing on the area surrounding that plant and the related mine, as well as the overall political and economic conditions of New Mexico. Other items that impact the economic viability of SJGS include the financial impact of climate change regulation or legislation, other environmental regulations, the result of litigation, other business considerations or the ability or willingness of individual participants to continue participation in the plant. PNM will seek full recovery of its remaining undepreciated investments and other costs necessary to retire the facility and for replacement resources in that filing.

Four CornersCooling Water Intake Structures

On August 6, 2012,In 2014, EPA issued itsa rule establishing national standards for certain cooling water intake structures at existing power plants and other facilities under the Clean Water Act to protect fish and other aquatic organisms by minimizing impingement mortality (the capture of aquatic wildlife on intake structures or against screens) and entrainment mortality (the capture of fish or shellfish in water flow entering and passing through intake structures).
To minimize impingement mortality, the rule provides operators of facilities, such as SJGS and Four Corners, FIP with7 options for meeting Best Technology Available (“BTA”) standards for reducing impingement. SJGS has a final BART determinationclosed-cycle recirculating cooling system, which is a listed BTA and may also qualify for Four Corners. the “de minimis rate of impingement” based on the design of the intake structure. The permitting authority must establish the BTA for entrainment on a site-specific basis, taking into consideration an array of factors, including endangered species and social costs and benefits. Affected sources must submit source water baseline characterization data to the permitting authority to assist in the determination. Compliance deadlines under the rule are tied to permit renewal and will be subject to a schedule of compliance established by the permitting authority.
The rule included twois not clear as to how it applies and what the compliance alternatives. On December 30, 2013, APS notifiedtimelines are for facilities like SJGS that have a cooling water intake structure and only a multi-sector general stormwater permit. However, EPA has indicated that the Four Corners participants selected the alternative that required APS to permanently close Units 1, 2, and 3 by January 1, 2014 and install SCR post-combustion NOx control technology on each of Units 4 and 5 by July 31, 2018. Installation of SCRs on Four Corners Unit 5 was completed in March 2018 and the installation on Unit 4 was completed in June 2018. PNM owns a 13% interest in Units 4 and 5, but had no ownership interest in Units 1, 2, and 3, which were shut down by APS on December 30, 2013. For particulate matter emissions, EPAit is requiring Units 4 and 5 to meet an emission limit of 0.015 lbs./MMBTU and the plant to meet a 20% opacity limit, both of which are achievable through operation of the existing baghouses. Although unrelated to BART, the final BART rule also imposes a 20% opacity limitation on certain fugitive dust emissions from Four Corners’ coal and material handling operations.
PNM share of costs for post-combustion controls at Four Corners Units 4 and 5 through December 31, 2018 was $88.7 million, including PNM’s AFUDC. See Note 17 for information on the NMPRC’s treatment of these costs in PNM’s NM 2016 Rate Case.
The Four Corners plant site is located on land within the Navajo Nation. APS, on behalf of the Four Corners participants, negotiated amendments to the existing agreement with the Navajo Nation, which extends the owners’ right to operate the plant on the site to July 2041.  The DOI issued a Record of Decision on July 17, 2015 approving the 25-year extension for Four Corners, authorizes continued mining operations to supply the remaining units at Four Corners, renews transmission line and access road rights-of-way on the Navajo and Hopi Reservations, and accepts the proposed mining plan for the Navajo Mine.  

The Four Corners participants’ obligations to comply with EPA’s final BART determinations, coupled with the financial impact of climate change regulation or legislation, other environmental regulations, and other business or regulatory considerations, could jeopardize the economic viability of Four Corners or the ability of individual participants to continue their participation in Four Corners.


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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

contemplating a December 31, 2023 compliance deadline. PNM is working with EPA regarding this issue and does not expect material changes as a result of any requirements that may be imposed upon SJGS, particularly given the planned retirement of SJGS in 2022.
Four Corners Federal Agency LawsuitOn April 20, 2016,May 23, 2018, several environmental groups filed a lawsuit against OSM and other federal agenciessued EPA Region IX in the United States District Court for the District of Arizona in connection with their issuance of the approvals that extended the life of Four Corners and the adjacent mine.  The lawsuit alleges that these federal agencies violated both the ESA and NEPA in providing the federal approvals necessary to extend operations at Four Corners and the adjacent mine past July 6, 2016.  The court granted an APS motion to intervene in the litigation on August 3, 2016. On September 15, 2016, NTEC, the current owner of the mine providing coal to Four Corners, filed a motion to intervene for the limited purpose of seeking dismissal of the lawsuit based on NTEC’s tribal sovereign immunity. On September 11, 2017, the court granted NTEC’s motion and dismissed the case with prejudice, terminating the proceedings. The environmental group plaintiffs filed a Notice of Appeal of the dismissed order in the United StatesU.S. Court of Appeals for the Ninth Circuit Court over EPA’s failure to timely reissue the Four Corners NPDES permit. The petitioners asked the court to issue a writ of mandamus compelling EPA Region IX to take final action on the pending NPDES permit by a reasonable date. EPA subsequently reissued the NPDES permit on June 12, 2018. The permit did not contain conditions related to the cooling water intake structure rule, as EPA determined that the facility has achieved BTA for both impingement and entrainment by operating a closed-cycle recirculation system. On July 16, 2018, several environmental groups filed a petition for review with EPA’s Environmental Appeals Board (“EAB”) concerning the reissued permit. The environmental groups alleged that the permit was reissued in contravention of several requirements under the Clean Water Act and did not contain required provisions concerning certain revised ELG, existing-source regulations governing cooling-water intake structures, and effluent limits for surface seepage and subsurface discharges from coal-ash disposal facilities. On December 19, 2018, EPA withdrew the Four Corners NPDES permit in order to examine issues raised by the environmental groups. Withdrawal of the permit moots the appeal pending before the EAB. EAB thereafter dismissed the environmental groups’ appeal. EPA issued an updated NPDES permit on September 30, 2019. The permit was once again appealed to the EAB and was stayed before the effective date. Oral argument was heard on September 3, 2020. The EAB issued an order denying the petition for review on September 30, 2020. The denial was based on the EAB’s determination that the petitioners had failed to demonstrate that review of the permit was warranted on any of the grounds presented in the petition. Thereafter, the Regional Administrator of the EPA signed a Notice of Final Permit Decision, and the NPDES permit was issued on November 9, 2017,2020. The permit became effective December 1, 2020 and will expire on November 30, 2025. On January 22, 2021, the court granted their subsequent motion to expediteenvironmental groups filed a petition for review of the appeal. Oral argumentsEAB's decision with the U.S. Court of Appeals for the appeal have been scheduled for March 2019.Ninth Circuit. The September 2019 permit remains in effect pending this appeal. PNM cannot predict ifwhether there will be further appeals of this matter or whether the outcome of any such appeal will be successful and, if it is successful, the outcomehave a material impact on PNM’s financial position, results of further district court proceedings.operations, or cash flows.

Carbon Dioxide EmissionsEffluent Limitation Guidelines

On August 3, 2015,June 7, 2013, EPA established final standards to limit CO2 emissions frompublished proposed revised wastewater ELG establishing technology-based wastewater discharge limitations for fossil fuel-fired electric power plants.  EPA took three separate but related actions in which it: (1) establishedsigned the final carbon pollution standards for new, modified, and reconstructed power plants; (2) established theSteam Electric ELG rule on September 30, 2015. The final Clean Power Plan to set standards for carbon emission reductions from existing power plants; and (3) released a proposed federal plan associated with the final Clean Power Plan. The Clean Power Plan was publishedrule, which became effective on October 23, 2015.

Multiple states, utilities, and trade groups filed petitions for reviewJanuary 4, 2016, phased in the DC Circuit to challenge bothnew, more stringent requirements in the Carbon Pollution Standardsform of effluent limits for new sourcesarsenic, mercury, selenium, and the Clean Power Plannitrogen for existing sources. Numerous parties also simultaneously filed motions to stay the Clean Power Plan during the litigation. On January 21, 2016, the DC Circuit denied petitions to stay the Clean Power Plan, but 29 stateswastewater discharged from wet scrubber systems and state agencies successfully petitioned the US Supreme Court for a stay, which was granted on February 9, 2016.zero discharge of pollutants in ash transport water that must be incorporated into plants’ NPDES permits. The decision means the Clean Power Plan is not in effect and neither states nor sources are obliged2015 rule required each plant to comply withbetween 2018 and 2023 depending on when it needs a new or revised NPDES permit.

The Steam Electric ELG rule was challenged in the U.S. Court of Appeals for the Fifth Circuit by numerous parties. On April 12, 2017, EPA signed a notice indicating its requirements. With the US Supreme Court stay in place, the DC Circuit heard oral arguments on the meritsintent to reconsider portions of the Clean Power Planrule, and on September 27, 2016August 22, 2017, the Fifth Circuit issued an order severing the issues under reconsideration and holding the case in frontabeyance as to those issues. However, the court allowed challenges to other portions of a ten judge en banc panel. However, before the DCrule to proceed. On April 12, 2019, the Fifth Circuit could issuegranted those challenges and issued an opinion the Trump Administration asked that the case be held in abeyance whilevacating several portions of the rule, is re-evaluated,specifically those related to legacy wastewater and leachate, for which was granted.the court deemed the standards selected by EPA arbitrary and capricious.


On March 28, 2017, President Trump issued an Executive Order on Energy Independence. The order puts forth two general policies: promote clean and safe development of energy resources, while avoiding regulatory burdens, and ensure electricity is affordable, reliable, safe, secure, and clean.  The order directs the EPA Administrator to immediately review and, if appropriate and consistent with law, suspend, revise, or rescind (1) the Clean Power Plan, (2) the NSPS for GHG from new, reconstructed, or modified electric generating units, (3) the Proposed Clean Power Plan Model Trading Rules, and (4) the Legal Memorandum supporting the Clean Power Plan. It also directs the EPA Administrator to notify the US Attorney General of his intent to review rules subject to pending litigation so that the US Attorney General may notify the court and, in his discretion, request that the court delay further litigation pending completion of the reviews. In response to the Executive Order, EPA filed a petition with the DC Circuit requesting the cases challenging the Clean Power Plan be held in abeyance until 30 days after the conclusion of EPA’s review and any subsequent rulemaking, which was granted. In addition, the DC Circuit issued a similar order in connection with a motion filed by EPA to hold cases challenging the NSPS in abeyance.

On October 10, 2017, EPA issued a NOPR proposing to repeal the Clean Power Plan and filed its status report with the court requesting the case be held in abeyance until the completion of the rulemaking on the proposed repeal. The NOPR proposes a legal interpretation concluding that the Clean Power Plan exceeds EPA’s statutory authority. Under the proposed interpretation, Section 111(d) limits EPA’s authority to adopt performance standards to only those physical and operational changes that can be implemented within an individual source. Therefore, measures in the Clean Power Plan that would require power generators to change their energy portfolios by shifting generation from coal to gas and from fossil fuel to renewable energy exceed EPA’s statutory authority. In a separate but related action, on DecemberSeptember 18, 2017, EPA released an advanced NOPR addressing GHG guidelinespublished a final rule for existing electric utility generating units.postponement of certain compliance dates. The rule postponed the earliest date on which compliance with the ELG for these waste streams would be required from November 1, 2018 until November 1, 2020. On August 31, 2018,November 22, 2019, EPA published a proposed rule which is informally knownrevising the original ELG while maintaining the compliance dates. Comments were due January 21, 2020. On October 13, 2020, EPA published in the Federal Register the final Steam Electric ELG and standards for the Steam Electric Power Generating Point Source Category, revising the final 2015 guidelines for both flue gas desulfurization wastewater and bottom ash transport water. The rule will require compliance with new limits as soon as possible on or after October 13, 2021, but no later than December 31, 2025.

On August 3, 2021, EPA published notice that it will undertake a supplemental rulemaking to revise the Affordable Clean Energy rule, to replace the Clean Power Plan. The proposed Affordable Clean Energy rule, among other things, would establish guidelines that replace the “outside-the-fenceline” control measures and specific numerical emission rates for existing EGUs. These measures are replaced with a list of “candidate technologies” for heat rate improvement measures, which include both technologies and operational changes, that EPA has identified as Best System of Emission Reduction (“BSER”). States would determine whichELG after completing its review of the candidate technologies2020 Reconsideration Rule. As part of this process, EPA will determine whether more stringent limitations and standards are appropriate. EPA intends to applypublish a proposed rule in the fall of 2022.

Because SJGS is zero discharge for wastewater and is not required to each coal-fired unithold a NPDES permit, it is expected that minimal to no requirements will be imposed. Reeves Station discharges cooling tower blowdown to a publicly owned treatment plant and establish standards of performanceholds an NPDES permit. It is expected that minimal to no requirements will be imposed at Reeves Station.


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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

based on the degreeSee “Cooling Water Intake Structures” above for additional discussion of emission reduction achievable through application of the selected BSER.  States will have three years from when the rule is finalized to submit a plan to EPA. EPA will then have one year to determine if each proposed plan is acceptable. If states do not submit a plan, or if a state’s plan is not acceptable, EPA will develop a federal plan for the state to implement.  EPA is also proposing revisions to the NSR program that would provide coal-fired power plants more latitude to make efficiency improvements consistent with BSER without triggering NSR permit requirements. Comments on the proposed Affordable Clean Energy rule were due to EPA by October 31, 2018.

The proposed Affordable Clean Energy rule and the proposed 2015 federal plan released concurrently with the Clean Power Plan are important toFour Corners’ current NPDES permit. Four Corners may be required to change equipment and operating practices affecting boilers and ash handling systems, as well as change its waste disposal techniques during the Navajo Nation. Since the Navajo Nation does not have primacy over its air quality program, EPA would be the regulatory authority responsible for implementing the proposed Affordable Clean Energy rule or the Clean Power Plan, should it ultimately be sustained, on the Navajo Nation. In addition,next NPDES permit renewal in the proposed 2015 federal plan, EPA included a finding “that it is necessary or appropriate” to implement a section 111(d) federal plan for affected EGUs located in Native American lands. APS and PNM filed separate comments with EPA on EPA’s draft 2015 federal plan advocating that such a federal plan is neither necessary nor appropriate to protect air quality on the Navajo Nation.2023.  PNM is unable to predict the financial or operational impacts on Four Corners if the Affordable Clean Energy rule, the Clean Power Plan, or other future GHG reduction rulemaking are ultimately implemented and EPA determines that a federal plan is necessary or appropriate for the Navajo Nation.

On December 20, 2018, EPA published in the Federal Register a proposed rule that would revise the carbon pollution standards rule published in October 2015 for fossil fueled power plants. The proposed rule would revise the standards for coal-fired EGUs based on a revised BSER determination that would result in less stringent CO2 emission performance standards for new, reconstructed, and modified fossil-fueled power plants. EPA is not proposing any changes nor reopening the standardsoutcome of performance for newly constructed or reconstructed stationary combustion turbines. Comments on the proposal are due on March 18, 2019.

PNM’s review of the GHG emission reductions standards under the proposed Affordable Clean Energy rule, the revised proposed Carbon Pollution Standards rule, and the Clean Power Plan is ongoing and the assessment of its impacts will depend on the proposed repeal of the Clean Power Plan, promulgation of the Affordable Clean Energy rule and the revised proposed Carbon Pollution Standards rule, other future GHG reduction rulemaking, litigation of any final rule, and other actions the Trump Administration is taking through judicial and regulatory proceedings. Accordingly, PNM cannot predict the impact these standards may have on its operationsmatters or a range of the potential costs of compliance,compliance.
Santa Fe Generating Station
PNM and NMED are parties to agreements under which PNM has installed a remediation system to treat water from a City of Santa Fe municipal supply well and an extraction well to address gasoline contamination in the groundwater at the site of PNM’s former Santa Fe Generating Station and service center. A 2008 NMED site inspection report states that neither the source nor extent of contamination at the site has been determined and that the source may not be the former Santa Fe Generating Station. During 2013 and 2014, PNM and NMED collected additional samples that showed elevated concentrations of nitrate and volatile organic compounds in some of the monitoring wells at the site. In addition, one monitoring well contained free-phase hydrocarbon products. PNM collected a sample of the product for “fingerprint” analysis. The results of this analysis indicated the product was a mixture of older and newer fuels. The presence of newer fuels in the sample suggests the hydrocarbon product likely originated from off-site sources. In December 2015, PNM and NMED entered into a memorandum of understanding to address changing groundwater conditions at the site under which PNM agreed to continue hydrocarbon investigation under the supervision of NMED. Qualified costs are eligible for payment through the New Mexico Corrective Action Fund (“CAF”), which is administered by the NMED Petroleum Storage Tank Bureau. In March 2019, PNM received notice from NMED that an abatement plan for the site is required to address concentrations of previously identified compounds, unrelated to those discussed above, found in the groundwater. NMED approved PNM’s abatement plan proposal, which covers field work and reporting.
Field work related to the investigation under both the CAF and abatement plan requirements was completed in October 2019. Activities and findings associated with the field work were presented in two separate reports and released to stakeholders in early 2020. Subsequent field work was completed in July 2020 and two reports were released supporting PNM’s contention that off-site sources have impacted, and are continuing to impact, the local groundwater in the vicinity of the former Santa Fe Generating Station.
PNM submitted work plans to NMED in January 2021 for review and approval. In December 2021, NMED approved both workplans and work is underway. These activities are expected to be completed by the end of 2022.
The City of Santa Fe has stopped operating its well at the site, which is needed for PNM’s groundwater remediation system to operate. As a result, PNM has stopped performing remediation activities at the site. However, PNM’s monitoring and other abatement activities at the site are ongoing and will continue until the groundwater meets applicable federal and state standards or until the NMED determines remediation is not required, whichever is earlier. PNM is not able to assess the duration of this project or estimate the impact on its obligations if any.PNM is required to resume groundwater remediation activities at the site. PNM is unable to predict the outcome of these matters.

Coal Combustion Residuals Waste Disposal
National Ambient Air Quality Standards (“NAAQS”)CCRs consisting of fly ash, bottom ash, and gypsum generated from coal combustion and emission control equipment at SJGS are currently disposed of in the surface mine pits adjacent to the plant. SJGS does not operate any CCR impoundments or landfills. The NMMMD currently regulates mine reclamation activities at the San Juan mine, including placement of CCRs in the surface mine pits, with federal oversight by the OSM. APS disposes of CCRs in ponds and dry storage areas at Four Corners.  Ash management at Four Corners is regulated by EPA and the New Mexico State Engineer’s Office. 

The CAAEPA’s final coal ash rule, which became effective on October 19, 2015, included a non-hazardous waste determination for coal ash and sets minimum criteria for existing and new CCR landfills and surface impoundments. On December 16, 2016, the Water Infrastructure Improvements for the Nation Act (the “WIIN Act”) was signed into law to address critical water infrastructure needs in the U.S. and contains a number of provisions related to the CCR rules. Among other things, the WIIN Act allows, but does not require, states to develop and submit CCR permit programs for EPA approval, provides flexibility for states to incorporate EPA’s final rule for CCRs or develop other criteria that are at least as protective as EPA’s final rule, and requires EPA to set NAAQS for pollutants reasonably anticipatedapprove state permit programs within 180 days of submission by the state. Because states are not required to endanger public health or welfare.implement their own CCR permit programs, EPA will implement the permit program in states that choose not to implement a program, subject to Congressional funding. Until permit programs are in effect, EPA has set NAAQS for certain pollutants, including NOx, SO2,ozone, and particulate matter. In 2010,authority to directly enforce the CCR rule. For facilities located within the boundaries of Native American reservations, such as the Navajo Nation where Four Corners is located, EPA updated the primary NOx and SO2 NAAQSis required to includedevelop a 1-hour maximum standard while retaining the annual standards for NOx and SO2 and the 24-hour SO2 standard. New Mexico is in attainment for the 1-hour NOx NAAQS.federal permit program regardless of appropriated funds.


On April 18, 2018, EPA published the final rule to retain the current primary health-based NOx standards of which NO2 is the constituent of greatest concern and is the indicator for the primary NAAQS. EPA concluded that the current 1-hour and annual primary NO2 standards are requisite to protect public health with an adequate margin of safety. The rule became effective on May 18, 2018.

On May 13, 2014, EPA released the draft data requirements rule for the 1-hour SO2 NAAQS, which directs state and tribal air agencies to characterize current air quality in areas with large SO2 sources to identify maximum 1-hour SO2 concentrations. This characterization would result in these areas being designated as attainment, nonattainment, or unclassifiable for compliance with the 1-hour SO2 NAAQS. On March 2, 2015, the United States District Court for the Northern District of California approved a settlement that imposed deadlines for EPA to identify areas that violate the NAAQS standards for 1-hour SO2 emissions. The settlement resulted from a lawsuit brought by Earthjustice on behalf of the Sierra Club and the Natural Resources Defense Council under the CAA. The consent decree required that: (1) within 16 months of the consent decree entry, EPA must issue area designations for areas containing non-retiring facilities that either emitted more than 16,000 tons of SO2 in 2012 or emitted more than 2,600 tons with an emission rate of 0.45 lbs./MMBTU or higher in 2012; (2) by December 2017, EPA must issue designations for areas for which states have not adopted a new monitoring network under the proposed data requirements rule; and (3) by December

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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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On July 30, 2018, EPA published a rule that constitutes “Phase One, Part One” of its ongoing reconsideration and revision of the April 17, 2015, CCR rule. The final Phase One, Part One rule includes two types of revisions. The first revision extended the deadline to allow EGUs with unlined impoundments or that fail to meet the uppermost aquifer requirement to continue to receive coal ash until October 31, 2020. This deadline was again extended by subsequent amendments. The rule also authorized a “Participating State Director” or EPA to approve suspension of groundwater monitoring requirements and to issue certifications related to the location restrictions, design criteria, groundwater monitoring, remedy selection and implementation. The rule also modified groundwater protection standards for certain constituents, which include cobalt, molybdenum, lithium, and lead without a maximum contamination level.

On August 14, 2019, EPA published a second round of revisions, which are commonly referred to as the “Phase Two” revisions. Phase Two proposed revisions to reporting and accessibility to public information, the “CCR piles” and “beneficial use” definitions and the requirements for management of CCR piles. EPA has reopened and extended the Phase Two comment several times. Most recently, on March 12, 2021, EPA reopened the comment period on its prior notice that announced the availability of new information and data pertaining to the Phase Two proposed rule. EPA extended the comment period for an additional 60 days, until May 11, 2021. EPA has not yet finalized provisions in Phase Two related to beneficial use of CCR and CCR piles. This activity is on EPA’s long-term agenda, which means EPA has no plans to address these issues in the next 12 months.

Since promulgating its Phase Two proposal, EPA has finalized two other rules addressing various CCR rule provisions.On December 2, 2019, EPA promulgated its proposed Holistic Approach to Closure Part A (“Part A”), which proposed a new deadline of August 31, 2020, for companies to initiate closure of unlined CCR impoundments. In accordance with the DC Circuit Court of Appeals’ vacatur of portions of the CCR Rule, Part A also proposedchanging the classification of compacted soil-lined or clay-lined surface impoundments from “lined” to “unlined”. In addition, Part A delineated a process for owners/operators to submit requests for alternative closure deadlines based on lack of alternate disposal capacity. EPA issued the final Part A on August 28, 2020, which became effective on September 28, 2020. This rule finalized the classification of soil-lined and clay-lined surface impoundments as unlined, thus, triggering closure or retrofit requirements for those impoundments. The final Part A also gave operators of unlined impoundments until April 11, 2021 to cease receipt of waste at these units and initiate closure.

On March 3, 2020, EPA must issue designations for areas for which states have adopted a new monitoring network underissued the proposed data requirements rule.  SJGS and Four Corners SO2 emissions are belowHolistic Approach to Closure Part B (“Part B”), which delineated the thresholds set forth in (1) above.process for owners/operators to submit alternate liner demonstrations for clay-lined surface impoundments that could otherwise meet applicable requirements. Part B also proposed regulations addressing beneficial use for closure of surface impoundments. On November 12, 2020, EPA regions sent letters to state environmental agencies explaining how EPA plans to implementissued the consent decree.  The letters outline the schedule that EPA expects states to follow in moving forward with new SO2 non-attainment designations. NMEDfinal Part B rule, which became effective December 14, 2020. This rule did not receive a letter.include beneficial use of CCR for closure, which EPA explains will be addressed in subsequent rulemaking actions. EPA intends to issue several other rulemakings covering legacy ponds and finalizing parts of previously proposed rules. These proposed rules and final rules are expected in 2022.


On August 11, 2015,February 20, 2020, EPA released the Data Requirements Rule for SO2, telling states how to model or monitor to determine attainment or nonattainment with the new 1-hour SO2 NAAQS.  On June 3, 2016, NMED notified PNM that air quality modeling results indicated that SJGS was in compliance with the standard. In January 2017, NMED submitted their formal modeling report regarding attainment status to EPA. The modeling indicated that no area in New Mexico exceeds the 1-hour SO2 standard. On June 27, 2018, NMED submitted the first annual report for SJGS as required by the Data Requirements Rule. The report recommends that no further modeling is warranted at this time due to decreased SO2 emissions.

On May 14, 2015, PNM received an amendment to its NSR air permit for SJGS, which reflects the revised state implementation plan for regional haze BART and requires the installation of SNCRs as described above. The revised permit also requires the reduction of SO2 emissions to 0.10 pound per MMBTU on SJGS Units 1 and 4 and the installation of BDT equipment modifications for the purpose of reducing fugitive emissions, including NOx, SO2, and particulate matter. These reductions help SJGS meet the NAAQS for these constituents. The BDT equipment modifications were installed at the same time as the SNCRs, in order to most efficiently and cost effectively conduct construction activities at SJGS. See Regional Haze – SJGS above.

On May 29, 2018, EPA releasedpublished a proposed rule thatestablishing a federal permitting program for the handling of CCR within the boundaries of Native American reservations and in states without their own federally authorized state programs. Permits for units within the boundaries of Native American reservations would retainbe due 18 months after the primary health-based NAAQS for SOx. EPA is proposing to retain the current 1-hour standard for SO2, which is 75 parts per billion (“ppb”), based on the 3-year averageeffective date of the 99th percentile of daily maximum 1-hour SO2 concentrations.  SO2 is the most prevalent SOx compound and is used as the indicator for the primary SOx NAAQS.

On October 1, 2015, EPA finalized the new ozone NAAQS and lowered both the primary and secondary 8-hour standard from 75 to 70 parts per billion. With ozone standards becoming more stringent, fossil-fueled generation units will come under increasing pressure to reduce emissions of NOx and volatile organic compounds, and to generate emission offsets for new projects or facility expansions located in nonattainment areas.

On November 10, 2015, EPA proposed a rule revising its Exceptional Events Rule, which outlines the requirements for excluding air quality data (including ozone data) from regulatory decisions if the data is affected by events outside an area’s control. The proposed rule is important in light of the new more stringent ozone NAAQS final rule since western states like New Mexico and Arizona are particularly subject to elevated background ozone transport from natural local sources, such as wildfires, and transported via winds from distant sources, such as the stratosphere or another region or country.

On February 25, 2016, EPA released guidance on area designations for ozone, which states used to determine their initial designation recommendations by October 1, 2016. NMED published its 2015 Ozone NAAQS Designation Recommendation Report on September 2, 2016. In New Mexico, EPA is designating only a small area in southern Dona Ana County as non-attainment for ozone. NMED will have responsibility for bringing this non-attainment area into compliance and will look at all sources of NOx and volatile organic compounds since these are the pollutants that form ground-level ozone. According to NMED’s website, “If emissions from Mexico keep New Mexico from meeting the standards, the New Mexico area could remain non-attainment but would not face more stringent requirements over time.”

On November 6, 2017, EPA released a final rule establishing some, but not all, initial area designations.  In that final rule, San Juan County, New Mexico, where SJGS and Four Corners are located, is designated as attainment/unclassifiable. EPA designated a small area in Dona Ana County as marginal non-attainment.  On April 30, 2018, EPA completed additional area designations for the 2015 ozone standards. In a related matter, EPA published a final rule on March 9, 2018 establishing air quality thresholds that define the classifications assigned to all non-attainment areas for ozone NAAQS.rule. The final rule also establishesis expected in October 2022. EPA is coordinating with the timingaffected permits for the three facilities with CCR disposal units located on Native American lands. PNM cannot predict the outcome of attainment datesEPA’s rule making activity or the outcome of any related litigation, and whether or how such a ruling would affect operations at Four Corners.

The CCR rule does not cover mine placement of coal ash. OSM is expected to publish a proposed rule covering mine placement in the future and will likely be influenced by EPA’s rule and the determination by EPA that CCRs are non-hazardous. PNM cannot predict the outcome of OSM’s proposed rulemaking regarding CCR regulation, including mine placement of CCRs, or whether OSM’s actions will have a material impact on PNM’s operations, financial position, or cash flows.  Based upon the requirements of the final Part A CCR rule, PNM conducted a CCR assessment at SJGS and made minor modifications at the plant to ensure that there are no facilities that would be considered impoundments or landfills under the rule. PNM would seek recovery from its retail customers of all CCR costs for each non-attainment area classification, whichjurisdictional assets that are marginal, moderate, serious, severe,ultimately incurred.

Utilities that own or extreme. The rule became effective May 8, 2018.

NMED isoperate CCR disposal units, such as those at Four Corners, as indicated above, were required to submit an infrastructurecollect sufficient groundwater sampling data to initiate a detection monitoring program.  Four Corners completed the analysis for its CCR disposal units, which identified several units that will need corrective action or will need to cease operations and transport SIP that providesinitiate closure by April 11, 2021. As part of this assessment, Four Corners will continue to gather additional groundwater data and perform remedial evaluations. At this time, PNM does not anticipate its share of the basic air quality management programcost to implement the revised ozone standard. This plan is generally due within 36 months from the date the NAAQS is promulgated. The NMED has published a proposed certification that New Mexico currently has an adequate, federally-approved SIP thatcomplete these corrective

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actions to close the CCR disposal units, or to gather and perform remedial evaluations on groundwater at Four Corners, will have a significant impact on its operations, financial position, or cash flows.
addresses elements
Other Commitments and Contingencies
Coal Supply

SJGS

The coal requirements for SJGS are supplied by WSJ LLC. In addition to coal delivered to meet the current needs of SJGS, PNM has prepaid the current San Juan mine owner and operator, WSJ LLC, for certain coal mined but not yet delivered to the plant site. At December 31, 2021 and 2020, prepayments for coal, which are included in prepaid assets, amounted to $20.4 million and $26.3 million.

In conjunction with the activities undertaken to comply with the CAA for SJGS, PNM and the other owners of SJGS evaluated alternatives for the supply of coal to SJGS. On July 1, 2015, PNM and Westmoreland entered into a new coal supply agreement (the “SJGS CSA”), pursuant to which Westmoreland, through its indirectly wholly-owned subsidiary SJCC, agreed to supply all of the CAA Section 110(a)(2) infrastructure SIP, as applicable tocoal requirements of SJGS through June 30, 2022. PNM and Westmoreland also entered into agreements under which CCR disposal and mine reclamation services for SJGS would be provided. As discussed in Note 10, WSJ LLC assumed the 2015 ozone NAAQS. The purposerights and obligations of the proposed certification is to confirm to EPA that New Mexico has the required “infrastructure” in placeSJCC under the current SIPSJGS CSA and the agreements for CCR disposal and mine reclamation services.

Pricing under the SJGS CSA is primarily fixed, with adjustments to implement, maintain,reflect changes in general inflation and enforcetakes into account that WSJ LLC has been paid for coal mined but not delivered. Substantially all of PNM’s coal costs are passed through the revised 2015 ozone NAAQS. Comments on the proposed certification were due by October 29, 2018. State ozone attainment plans are generally due within fiveFPPAC. In November 2018, PNM provided notice to six years from the date of the ozone NAAQS promulgation and are planned for submittal in 2020 and 2021.

Westmoreland that PNM does not believe there will be material impactsintend to its facilities as a result of NMED’s non-attainment designationextend the term of the small area within Dona Ana County. Until EPA approves attainment designationsSJGS CSA or to negotiate a new coal supply agreement for SJGS, which would have resulted in the Navajo Nationcurrent agreement expiring on its own terms on June 30, 2022. On February 17, 2022, PNM and releasesWSJ LLC entered into an amendment to extend the SJGS CSA through September 30, 2022, subject to FERC’s acceptance of the amended participation agreement. The amendment provides for a proposalfixed price increase of $5.00 per ton, beginning April 1, 2022, which would pass through the FPPAC. See additional discussion of PNM’s SJGS Abandonment Application in Note 17.

WSJ LLC notified PNM in July 2021 that it had encountered unfavorable geologic conditions that were impeding longwall progress in the San Juan Mine. On August 17, 2021, WSJ LLC issued a formal notice of non-normal conditions due to implementWSJ LLC’s inability to maintain a reserve of coal at required levels. WSJ LLC also notified PNM that these geologic complications constituted a force majeure event that was preventing WSJ LLC from satisfying its obligation to maintain required coal inventory levels. Geologic conditions have subsequently improved, and on December 9, 2021, Westmoreland gave official notice that they were terminating the revised ozone NAAQS, APS is unablepotential force majeure conditions. PNM expects the mine to predict whatoperate under normal conditions with no significant impact on full load operations through the adoptionremainder of these standards may have on Four Corners. PNM cannot predict the outcome of this matter.SJ CSA.

WEG v. OSM NEPA Lawsuit


In February 2013, WEG filed a Petition for Review inconnection with certain mining permits relating to the United States District Courtoperation of Colorado against OSM challenging federal administrative decisions affecting seven different mines in four states issued at various times from 2007 through 2012.  In its petition, WEG challenged several unrelated mining plan modification approvals, which were each separately approved by OSM.  WEG alleged various NEPA violations against OSM, including, but not limited to, OSM’s alleged failure to provide requisite public notice and participation, alleged failure to analyze certain environmental impacts, and alleged reliance on outdated and insufficient documents.  WEG’s petition sought various forms of relief, including a finding that the federal defendants violated NEPA by approving the mine plans; voiding, reversing, and remanding the various mining modification approvals; enjoining the federal defendants from re-issuing the mining plan approvals for the mines until compliance with NEPA has been demonstrated; and enjoining operations at the seven mines.

Of the fifteen claims for relief in the WEG Petition, two concerned SJCC’s San Juan mine. WEG’s allegations concerning the San Juan mine, arise from OSM administrative actions in 2008. SJCC intervened in this matter. The court granted SJCC’s motionthe San Juan mine owner was required to sever its claims frompost reclamation bonds of $118.7 million with the lawsuit and transfer venueNMMMD. In order to facilitate the NM District Court. In July 2016, OSM filed a Motion for Voluntary Remand to allow the agency to conduct a new environmental analysis. On August 31, 2016, the court entered an order remanding the matter to OSM for the completionposting of an EISreclamation bonds by August 31, 2019. The court ruled that mining operations may continue in the interim and the litigation is administratively closed. If OSM does not complete the EIS within the time frame provided, the court will order immediate vacatursureties on behalf of the mining plan at issue absentSan Juan mine owner, PNMR entered into the WFB LOC Facility under which letters of credit aggregating $30.3 million have been issued. As discussed in Note 10, on March 15, 2019, the assets owned by SJCC were sold to WSJ LLC, a further court order based on good cause shown.  On March 22, 2017, OSM issued its Noticesubsidiary of IntentWestmoreland Mining Holdings, LLC. Under the sale agreement, WSJ LLC assumed the rights and obligations of SJCC including obligations to initiate the public scoping process and prepare an EIS for the project. The Notice of Intent provided that, in addition to analyzing the environmental effects of the mining project, the EIS will also analyze the indirect effects of coal combustion at SJGS. The public comment period ended on May 8, 2017 and the EIS resource data submittal phase was completed in November 2017. The draft EIS was made available in May 2018. The public comment period ended on July 9, 2018. PNM cannot currently predict the outcome of this matter.
Navajo Nation Environmental Issues
Four Corners is located on the Navajo Reservation and is held under easements granted by the federal government, as well as agreements with the Navajo Nation which grant each of the owners the right to operate on the site. The Navajo Acts purport to give the Navajo Nation Environmental Protection Agency authority to promulgate regulations covering air quality, drinking water, and pesticide activities, including those activities that occur at Four Corners. In October 1995, the Four Corners participants filed a lawsuit in the District Court of the Navajo Nation challenging the applicability of the Navajo Acts to Four Corners. In May 2005, APS and the Navajo Nation signed an agreement resolving the dispute regarding the Navajo Nation’s authority to adopt operating permit regulationsPNMR under the Navajo Nation Air Pollution Prevention and Control Act. As a resultoutstanding letters of this agreement, APS sought, and the court granted, dismissal of the pending litigation in the Navajo Nation Supreme Court and the Navajo Nation District Court, to the extent the claims relate to the CAA. The agreement does not address or resolve any dispute relating to other aspects of the Navajo Acts. PNM cannot currently predict the outcome of these matters or the range of their potential impacts.credit.

Cooling Water Intake Structures
In 2014, EPA signed its final cooling water intake structuresissued a rule on May 16, 2014, which establishesestablishing national standards for certain cooling water intake structures at existing power plants and other facilities under the Clean Water Act to protect fish and other aquatic organisms by minimizing impingement mortality (the capture of aquatic wildlife on intake structures or against screens)

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and entrainment mortality (the capture of fish or shellfish in water flow entering and passing through intake structures). The final rule became effective October 14, 2014.
The final rule allows multiple compliance options and considerations for site specific conditions and the permit writer is granted a significant amount of discretion in determining permit requirements, schedules, and conditions. To minimize impingement mortality, the rule provides operators of facilities, such as SJGS and Four Corners, seven7 options for meeting Best Technology Available (“BTA”) standards for reducing impingement. SJGS has a closed-cycle recirculating cooling system, which is a listed BTA and may also qualify for the “de minimis rate of impingement” based on the design of the intake structure. To minimize entrainment mortality, theThe permitting authority must establish the BTA for entrainment on a site-specific basis, taking into consideration an array of factors, including endangered species and social costs and benefits. Affected sources must submit source water baseline characterization data to the permitting authority to assist in the determination. Compliance deadlines under the rule are tied to permit renewal and will be subject to a schedule of compliance established by the permitting authority.
The rule is not clear as to how it applies and what the compliance timelines are for facilities like SJGS that have a cooling water intake structure and only a multi-sector general stormwater permit. However, EPA has indicated that it is
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contemplating a December 31, 2023 compliance deadline. PNM is working with EPA regarding this issue. However, PNMissue and does not expect material changes as a result of any requirements that may be imposed upon SJGS.SJGS, particularly given the planned retirement of SJGS in 2022.
On May 23, 2018, several environmental groups sued EPA Region IX in the United StatesU.S. Court of Appeals for the Ninth Circuit Court over EPA’s failure to timely reissue the Four Corners NPDES permit. The petitioners asked the court to issue a writ of mandamus compelling EPA Region IX to take final action on the pending NPDES permit by a reasonable date. EPA subsequently reissued the NPDES permit on June 12, 2018. The permit did not contain conditions related to the cooling water intake structure rule, as EPA determined that the facility has achieved BTA for both impingement and entrainment by operating a closed-cycle recirculation system and no additional conditions are necessary.system. On July 16, 2018, several environmental groups filed a petition for review with the EPA’s Environmental Appeals Board (“EAB”) concerning the reissued permit. The environmental groups alleged that the permit was reissued in contravention of several requirements under the Clean Water Act and did not contain required provisions concerning certain revised effluent limitation guidelines,ELG, existing-source regulations governing cooling-water intake structures, and effluent limits for surface seepage and subsurface discharges from coal-ash disposal facilities. On December 19, 2018, EPA withdrew the Four Corners NPDES permit in order to examine issues raised by the environmental groups. Withdrawal of the permit moots the appeal pending before the Environmental Appeals Board,EAB. EAB thereafter dismissed the environmental groups’ appeal. EPA issued an updated NPDES permit on September 30, 2019. The permit was once again appealed to the EAB and was stayed before the effective date. Oral argument was heard on September 3, 2020. The EAB issued an order denying the petition for review on September 30, 2020. The denial was based on the EAB’s determination that the petitioners had failed to demonstrate that review of the permit was warranted on any of the grounds presented in the petition. Thereafter, the Regional Administrator of the EPA hassigned a Notice of Final Permit Decision, and the NPDES permit was issued on November 9, 2020. The permit became effective December 1, 2020 and will expire on November 30, 2025. On January 22, 2021, the environmental groups filed a motion to dismiss on that basis. EPA has indicated that it anticipates proposing a replacement NPDESpetition for review of the EAB's decision with the U.S. Court of Appeals for the Ninth Circuit. The September 2019 permit by March 2019 and, depending on the amount of public comments received, taking final action on a new NPDES permit by June 2019. Four Corners will continue to operate under the 2001 NPDES permit.remains in effect pending this appeal. PNM cannot predict the outcomewhether there will be further appeals of this matter or whether reconsiderationthe outcome of any such appeal will have a material impact on PNM’s financial position, results of operations, or cash flows.


Effluent Limitation Guidelines


On June 7, 2013, EPA published proposed revised wastewater effluent limitation guidelinesELG establishing technology-based wastewater discharge limitations for fossil fuel-fired electric power plants.  EPA’s proposal offered numerous options that target metals and other pollutants in wastewater streams originating from fly ash and bottom ash handling activities, scrubber activities, and non-chemical metal cleaning waste operations.  All proposed alternatives establish a “zero discharge” effluent limit for all pollutants in fly ash transport water. Requirements governing bottom ash transport water differ depending on which alternative EPA ultimately chooses and could range from effluent limits based on Best Available Technology Economically Achievable to “zero discharge” effluent limits.

EPA signed the final Steam Electric Effluent GuidelinesELG rule on September 30, 2015. The final rule, which became effective on January 4, 2016, phasesphased in the new, more stringent requirements in the form of effluent limits for arsenic, mercury, selenium, and nitrogen for wastewater discharged from wet scrubber systems and zero discharge of pollutants in ash transport water that must be incorporated into plants’ NPDES permits. EachThe 2015 rule required each plant mustto comply between 2018 and 2023 depending on when it needs a new or revised NPDES permit.


On April 14, 2017, EPA filed a motion withThe Steam Electric ELG rule was challenged in the United StatesU.S. Court of Appeals for the Fifth Circuit relatingby numerous parties. On April 12, 2017, EPA signed a notice indicating its intent to ongoing litigationreconsider portions of the 2016 Steam Electric Effluent Guidelines rule. EPA askedrule, and on August 22, 2017, the court to hold all proceedings inFifth Circuit issued an order severing the issues under reconsideration and holding the case in abeyance until August 12, 2017 while EPA reconsiders the rule. EPA also askedas to be allowed to file a motion on August 12, 2017 to informthose issues. However, the court if EPA wishesallowed challenges to seek a remand of any provisionsother portions of the rule so that EPA may conduct further rulemaking, if appropriate.

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The motion referred to the notice signed by the EPA Administrator onproceed. On April 12, 2017, which announced EPA’s intent to reconsider this rule, as well as EPA’s administrative stay2019, the Fifth Circuit granted those challenges and issued an opinion vacating several portions of the compliance deadlines. On August 22, 2017,rule, specifically those related to legacy wastewater and leachate, for which the court granteddeemed the government’s motionstandards selected by EPA arbitrary and the litigation is held in abeyance until EPA’s further rulemaking has concluded.capricious.


On September 18, 2017, EPA published thea final rule for postponement of certain compliance dates, which have not yet passed for the Effluent Limitations Guidelines rule, consistent with the EPA’s decision to grant reconsideration of that rule.dates. The final rule postponed the earliest date on which compliance with the effluent limitation guidelinesELG for these waste streams would be required from November 1, 2018 until November 1, 2020. On November 22, 2019, EPA published a proposed rule revising the original ELG while maintaining the compliance dates. Comments were due January 21, 2020. On October 13, 2020, althoughEPA published in the Federal Register the final Steam Electric ELG and standards for the Steam Electric Power Generating Point Source Category, revising the final 2015 guidelines for both flue gas desulfurization wastewater and bottom ash transport water. The rule will require compliance with new deadlines have been challengedlimits as soon as possible on or after October 13, 2021, but no later than December 31, 2025.

On August 3, 2021, EPA published notice that it will undertake a supplemental rulemaking to revise the ELG after completing its review of the 2020 Reconsideration Rule. As part of this process, EPA will determine whether more stringent limitations and standards are appropriate. EPA intends to publish a proposed rule in court.the fall of 2022.


Because SJGS is zero discharge for wastewater and is not required to hold a NPDES permit, it is expected that minimal to no requirements will be imposed. Reeves Station a PNM-owned gas-fired generating station, discharges cooling tower blowdown to a publicly owned treatment worksplant and holds an NPDES permit. It is expected that minimal to no requirements will be imposed at Reeves Station.


EPA reissued an NPDES permit
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See “Cooling Water Intake Structures” above for additional discussion of Four Corners on June 12, 2018. EPA had determined that the guidelines in the 2015 rule are not applicable to this permit because the effective dates of the 2015 effluent guidelines rule were extended. On December 19, 2018, EPA withdrew the Four Corners NPDES permit in order to examine issues raised by several environmental groups. Four Corners will continue to operate under the 2001Corners’ current NPDES permit. See Cooling Water Intake Structures above. Four Corners may be required to change equipment and operating practices affecting boilers and ash handling systems, as well as change its waste disposal techniques during the next NPDES permit renewal for Four Corners, which will be in 2023.  PNM is unable to predict the outcome of these matters or a range of the potential costs of compliance.
Santa Fe Generating Station
PNM and the NMED are parties to agreements under which PNM has installed a remediation system to treat water from a City of Santa Fe municipal supply well and an extraction well and monitoring wells to address gasoline contamination in the groundwater at the site of PNM’s former Santa Fe Generating Station and service center. PNM believes the observed groundwater contamination originated from off-site sources but agreed to operate the remediation facilities until the groundwater meets applicable federal and state standards or until the NMED determines that additional remediation is not required, whichever is earlier. The City of Santa Fe has indicated that since the City no longer needs the water from the well, the City would prefer to discontinue its operation and maintain it only as a backup water source. However, for PNM’s groundwater remediation system to operate, the water well must be in service. Currently, PNM is not able to assess the duration of this project or estimate the impact on its obligations if the City of Santa Fe ceases to operate the water well.
The Superfund Oversight Section of the NMED also has conducted multiple investigations into the chlorinated solvent plume in the vicinity of the site of the former Santa Fe Generating Station. In FebruaryA 2008 a NMED site inspection report was submitted to EPA, which states that neither the source nor extent of contamination at the site has been determined and that the source may not be the former Santa Fe Generating Station. Results of tests conducted byDuring 2013 and 2014, PNM and NMED in April 2012 and April 2013collected additional samples that showed elevated concentrations of nitrate and volatile organic compounds in threesome of the monitoring wells and an increase inat the site. In addition, one monitoring well contained free-phase hydrocarbons in another well.hydrocarbon products. PNM conducted similar site-wide sampling activities in April 2014 and obtained results similar to the 2013 data. As part of this effort, PNM also collected a sample of hydrocarbonthe product for “fingerprint” analysis from a monitoring well located on the northeastern corneranalysis. The results of the property.  Thisthis analysis indicated that the hydrocarbon product was a mixture of older and newer and olderfuels. The presence of newer fuels andin the location of the monitoring wellsample suggests that the hydrocarbon product is likely originated from offsiteoff-site sources. PNM does not believe the former generating station is the source of the increased levels of free-phase hydrocarbons, but no conclusive determinations have been made. However, it is possible that PNM’s prior activities to remediate hydrocarbon contamination, as conducted under an NMED-approved plan, may have resulted in increased nitrate levels.  Therefore, PNM has agreed to monitor nitrate levels in a limited number of wells under the terms of the renewed discharge permit for the former generating station. However, the renewed discharge permit required that PNM conduct more frequent monitoring than originally anticipated, which resulted in an insignificant increase to the project cost estimate.

EffectiveIn December 22, 2015, PNM and NMED entered into a memorandum of understanding to address changing groundwater quality conditions at the site. Under the memorandum,site under which PNM willagreed to continue hydrocarbon investigation of the site under the supervision of NMED and qualifiedNMED. Qualified costs of the work will beare eligible for payment through the New Mexico Corrective Action Fund (“CAF”), which is administered by the NMED Petroleum Storage Tank Bureau. Among other things, moneyIn March 2019, PNM received notice from NMED that an abatement plan for the site is required to address concentrations of previously identified compounds, unrelated to those discussed above, found in the groundwater. NMED approved PNM’s abatement plan proposal, which covers field work and reporting.

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CAF is availableField work related to NMED to make payments to or on behalf of owners and operators for corrective action taken in accordance with statutory and regulatory requirements to investigate, minimize, eliminate, or clean up a release. PNM’s work plan and cost estimates for specific groundwaterthe investigation tasks were approved by the Petroleum Storage Tank Bureau. PNM submitted a monitoring plan consisting of a compilation of the data associated with monitoring activities conducted under both the CAF to NMED onand abatement plan requirements was completed in October 3, 2016. PNM completed all CAF-related work2019. Activities and findings associated with the monitoring planfield work were presented in two separate reports and received NMED’sreleased to stakeholders in early 2020. Subsequent field work was completed in July 2020 and two reports were released supporting PNM’s contention that off-site sources have impacted, and are continuing to impact, the local groundwater in the vicinity of the former Santa Fe Generating Station.
PNM submitted work plans to NMED in January 2021 for review and approval. PNM’s contractor prepared a scope of work, which PNM andIn December 2021, NMED approved for the installation of additional monitoring wellsboth workplans and additional sampling of certain existing monitoring wells at the site.work is underway. These activities were completed in June 2018. PNM’s contractor has commenced the next phase of work which includes the installation of up to 38 additional monitoring wells. Work isare expected to be completed in early 2019. Qualified costsby the end of 2022.
The City of Santa Fe has stopped operating its well at the site, which is needed for PNM’s groundwater remediation system to operate. As a result, PNM has stopped performing remediation activities at the site. However, PNM’s monitoring and other abatement activities at the site are ongoing and will continue until the groundwater meets applicable federal and state standards or until the NMED determines remediation is not required, whichever is earlier. PNM is not able to assess the duration of this work are eligible for payment throughproject or estimate the CAF.

impact on its obligations if PNM is required to resume groundwater remediation activities at the site. PNM is unable to predict the outcome of these matters.
Coal Combustion Residuals Waste Disposal
CCRs consisting of fly ash, bottom ash, and gypsum generated from coal combustion and emission control equipment at SJGS are currently disposed of in the surface mine pits adjacent to the plant. SJGS does not operate any CCR impoundments or landfills. The NMMMD currently regulates mine reclamation activities at the San Juan mine, including placement of CCRs in the surface mine pits, with federal oversight by the OSM. APS disposes of CCRs in ponds and dry storage areas at Four Corners.  Ash management at Four Corners is regulated by EPA and the New Mexico State Engineer’s Office. 
EPA’s final coal ash rule, which became effective on October 19, 2015, included a non-hazardous waste determination for coal ash. The ruleash and sets minimum criteria for existing and new CCR landfills and existing and new CCR surface impoundments and all lateral expansions consisting of location restrictions, design and operating criteria; groundwater monitoring and corrective action; closure requirements and post closure care; and recordkeeping, notification, and internet posting requirements.

Because the rule is promulgated under Subtitle D of RCRA, it does not require regulated facilities to obtain permits, does not require the states to adopt and implement the rules, and is not within EPA’s enforcement jurisdiction. Instead, the rule’s compliance mechanism is for a state or citizen group to bring a RCRA citizen suit in federal district court against any facility that is alleged to be in non-compliance with the requirements.

impoundments. On December 16, 2016, the Water Infrastructure Improvements for the Nation Act (the “WIIN Act”) was signed into law to address critical water infrastructure needs in the United States. The WIIN ActU.S. and contains a number of provisions requiring EPArelated to modify the self-implementing provisions of the current CCR rules under Subtitle D.rules. Among other things, the WIIN Act provides for the establishment of stateallows, but does not require, states to develop and EPAsubmit CCR permit programs for CCRs,EPA approval, provides flexibility for states to incorporate the EPAEPA’s final rule for CCRs or develop other criteria that are at least as protective as the EPA’s final rule, and requires EPA to approve state permit programs within 180 days of submission by the state for approval. As a result, thestate. Because states are not required to implement their own CCR rule is no longer self-implementing and there will either be a state or federal permit program. Subject to Congressional appropriated funding,programs, EPA will implement the permit program in states that choose not to implement a program.program, subject to Congressional funding. Until permit programs are in effect, EPA has authority to directly enforce the self-implementing CCR rule. For facilities located within the boundaries of Native American tribal reservations, such as the Navajo Nation where Four Corners is located, EPA is required to develop a federal permit program regardless of appropriated funds. EPA has yet to undertake rulemaking proceedings to implement the CCR provisions of the WIIN Act. There is no timeline for establishing either state or federal permitting programs. APS has sought clarification as to when and how EPA would be initiating permit proceedings for facilities on tribal reservations, including Four Corners. PNM is unable to predict when EPA will be issuing permits for Four Corners.


On September 13, 2017, EPA agreed to evaluate whether to revise the CCR regulations based upon utility industry petitions for EPA to reconsider the RCRA Subtitle D regulations for CCRs, which were premised in part on the provisions of the WIIN Act. In light of the WIIN Act and the petitions for rulemaking, the EPA is considering making additional changes to the CCR rule to provide flexibility to state programs consistent with the WIIN Act. With respect to ongoing litigation initiated by industry and environmental groups challenging the legality of the CCR regulations and pursuant to an order issued by the DC Circuit, EPA and the industry groups argued the court should postpone adjudication until EPA completes the reconsideration process for the affected provision.


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TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

Pursuant to a June 24, 2016 order by the DC Circuit in litigation by industry and environmental groups challenging EPA’s CCR regulations, EPA is required to complete a rulemaking proceeding by June 2019 to address specific technical issues. On March 15, 2018, EPA proposed its Phase I Remand Rule that includes potential revisions to provide site-specific, risk-based tailoring of groundwater monitoring, corrective action and location restriction requirements of the CCR rule. EPA published the final rule on July 30, 2018. According to EPA, the July 30, 2018, EPA published a rule that constitutes “Phase One, Part One” of its ongoing reconsideration and revision of the April 17, 2015, coal ashCCR rule. The final Phase One, Part One rule includes two types of revisions. The first revision extendsextended the deadline to allow EGUs with unlined impoundments or that fail to meet the uppermost aquifer requirement to continue to receive coal ash until October 31, 2020. This deadline was again extended by subsequent amendments. The second revision authorizesrule also authorized a “Participating State Director” or EPA in lieu of a professional engineer, to approve suspension of groundwater monitoring requirements and to issue certifications related to the location restrictions, design criteria, groundwater monitoring, remedy selection and implementation. The revisionsrule also modifymodified groundwater protection standards for certain constituents, which include cobalt, molybdenum, lithium, and lead without a maximum contamination level. EPA indicated that provisions in the March 2018 rule that are not addressed in the July 2018 final rule will be addressed in a subsequent rulemaking.


On August 21, 2018,14, 2019, EPA published a second round of revisions, which are commonly referred to as the “Phase Two” revisions. Phase Two proposed revisions to reporting and accessibility to public information, the “CCR piles” and “beneficial use” definitions and the requirements for management of CCR piles. EPA has reopened and extended the Phase Two comment several times. Most recently, on March 12, 2021, EPA reopened the comment period on its prior notice that announced the availability of new information and data pertaining to the Phase Two proposed rule. EPA extended the comment period for an additional 60 days, until May 11, 2021. EPA has not yet finalized provisions in Phase Two related to beneficial use of CCR and CCR piles. This activity is on EPA’s long-term agenda, which means EPA has no plans to address these issues in the next 12 months.

Since promulgating its Phase Two proposal, EPA has finalized two other rules addressing various CCR rule provisions.On December 2, 2019, EPA promulgated its proposed Holistic Approach to Closure Part A (“Part A”), which proposed a new deadline of August 31, 2020, for companies to initiate closure of unlined CCR impoundments. In accordance with the DC Circuit Court of Appeals issued its decision inAppeals’ vacatur of portions of the CCR litigation.Rule, Part A also proposedchanging the classification of compacted soil-lined or clay-lined surface impoundments from “lined” to “unlined”. In addition, Part A delineated a process for owners/operators to submit requests for alternative closure deadlines based on lack of alternate disposal capacity. EPA issued the final Part A on August 28, 2020, which became effective on September 28, 2020. This rule finalized the classification of soil-lined and clay-lined surface impoundments as unlined, thus, triggering closure or retrofit requirements for those impoundments. The court denied EPA’s request to hold the case in abeyance; remanded the industry group’s challenges to the regulation of certain on-site CCR piles; denied relief for the remaining industry group’s claims, including the challenge to EPA’s authority to regulate inactive surface impoundments; and found for the environmental groups on their challenges to the abilityfinal Part A also gave operators of unlined impoundments until April 11, 2021 to continue operating, the classificationcease receipt of certain unlined impoundments as “lined”waste at these units and EPA’s failureinitiate closure.

On March 3, 2020, EPA issued the proposed Holistic Approach to regulateClosure Part B (“Part B”), which delineated the process for owners/operators to submit alternate liner demonstrations for clay-lined surface impoundments that could otherwise meet applicable requirements. Part B also proposed regulations addressing beneficial use for closure of surface impoundments. On November 12, 2020, EPA issued the final Part B rule, which became effective December 14, 2020. This rule did not include beneficial use of CCR for closure, which EPA explains will be addressed in subsequent rulemaking actions. EPA intends to issue several other rulemakings covering legacy ponds. It remains unclear howponds and finalizing parts of previously proposed rules. These proposed rules and final rules are expected in 2022.

On February 20, 2020, EPA published a proposed rule establishing a federal permitting program for the DC Circuit Courthandling of Appeals decision will impact Four Corners asCCR within the boundaries of Native American reservations and in states without their own federally authorized state programs. Permits for units within the boundaries of Native American reservations would be due 18 months after the effective date of the rule. The final rule is expected in October 2022. EPA has not yet taken regulatory action on remand to revise its CCR regulations consistentis coordinating with the court’s order.

Basedaffected permits for the three facilities with CCR disposal units located on this decision, on December 17, 2018, certain environmental groups filed an emergency motion with the D.C. Circuit to stay or summarily vacate EPA’s July 17, 2018 final rule extending the closure-initiation deadline for certain unlined CCR surface impoundments until October 2020. In response, EPA filed a motion to remand but not vacate that deadline extension regulation.Native American lands. PNM cannot predict the outcome of EPA’s rule making activity or the D.C. Circuit’s considerationoutcome of these competing motions,any related litigation, and whether or how such a ruling would affect operations at Four Corners.


The CCR rule does not cover mine placement of coal ash. OSM is expected to publish a proposed rule covering mine placement in the future and will likely be influenced by EPA’s rule and the determination by EPA that CCRs are non-hazardous. PNM cannot predict the outcome of OSM’s proposed rulemaking regarding CCR regulation, including mine placement of CCRs, or whether OSM’s actions will have a material impact on PNM’s operations, financial position, or cash flows.  Based upon the requirements of the final Part A CCR rule, PNM conducted a CCR assessment at SJGS and made minor modifications at the plant to ensure that there are no facilities whichthat would be considered impoundments or landfills under the rule. PNM would seek recovery from its ratepayersretail customers of all CCR costs for retail jurisdictional assets that are ultimately incurred. PNM does not expect the rule to have a material impact on operations, financial position, or cash flows.


As indicated above, CCRs at Four Corners are currently disposed of in ash ponds and dry storage areas. The CCR rule requires ongoing, phased groundwater monitoring. Utilities that own or operate CCR disposal units, such as those at Four Corners, as indicated above, were required to collect sufficient groundwater sampling data to initiate a detection monitoring program.  To the extent that certain threshold constituents are identified through this initial detection monitoring at levels above the CCR rule’s standards, the rule required the initiation of an assessment monitoring program by April 15, 2018.  If this assessment monitoring program reveals concentrations of certain constituents above the CCR rule standards that trigger remedial obligations, a corrective measures evaluation must be completed by April 2019. Four Corners completed anthe analysis that determined several offor its CCR disposal units, which identified several units that will need corrective action or will need to cease operations and initiate closure by October 2020.April 11, 2021. As part of this assessment, Four Corners anticipates it will complete its evaluation of these matters by mid-2019.continue to gather additional groundwater data and perform remedial evaluations. At this time, PNM does not anticipate its share of the cost to complete these corrective actions or to close the CCR disposal units at Four Corners will have a significant impact on its operations, financial position, or cash flows.

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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

actions to close the CCR disposal units, or to gather and perform remedial evaluations on groundwater at Four Corners, will have a significant impact on its operations, financial position, or cash flows.
Other Commitments and Contingencies
Coal Supply


SJGS


The coal requirements for SJGS are supplied by SJCC. SJCC holds certain federal, state, and private coal leases. Through January 31, 2016, SJCC was a wholly-owned subsidiary of BHP and supplied processed coal for operation of SJGS under an underground coal sales agreement (“UG-CSA”) that was to expire on December 31, 2017. The parties to the UG-CSA were SJCC, PNM, and Tucson. Under the UG-CSA, SJCC was reimbursed for all costs for mining and delivering the coal, including an allocated portion of administrative costs, and received a return on its investment.WSJ LLC. In addition to coal delivered to meet the current needs of SJGS, PNM has prepaid SJCCthe current San Juan mine owner and operator, WSJ LLC, for certain coal mined but not yet delivered to the plant site. At December 31, 20182021 and 2017,2020, prepayments for coal, (including amounts purchased from the exiting SJGS participants discussed below), which are included in other currentprepaid assets, amounted to $26.3$20.4 million and $26.3 million.


In conjunction with the activities undertaken to comply with the CAA for SJGS, as discussed above, PNM and the other owners of SJGS evaluated alternatives for the supply of coal to SJGS after the expiration of the UG-CSA. Following extensive negotiations among the SJGS participants, the owner of SJCC, and third-party miners, agreements were negotiated under which the ownership of SJCC would transfer to a new third-party miner and PNM would enter into a new coal supply agreement and agreements for CCR disposal and mine reclamation services with SJCC on or about January 1, 2016. Effectiveness of the agreements was dependent upon the closing of the purchase of SJCC by the new third-party miner and the finalization of the SJGS RA and other agreements, which along with regulatory approvals, were necessary for the restructuring of ownership in SJGS to be consummated.

SJGS. On July 1, 2015, PNM and Westmoreland entered into a new coal supply agreement (the “SJGS CSA”), pursuant to which Westmoreland, isthrough its indirectly wholly-owned subsidiary SJCC, agreed to supply all of the coal requirements of SJGS through June 30, 2022. PNM and Westmoreland also entered into agreements under which Westmoreland is to provide CCR disposal and mine reclamation services for SJGS. Contemporaneous withSJGS would be provided. As discussed in Note 10, WSJ LLC assumed the entry into the coal-related agreements, Westmoreland entered into a stock purchase agreement (the “Stock Purchase Agreement”) on July 1, 2015 to acquire all of the capital stock of SJCC. In addition, PNM, Tucson, SJCC, and SJCC’s owner entered into an agreement to terminate the existing UG-CSA upon the effective date of the new SJGS CSA.

The SJGS CSA became effective as of 11:59 PM on January 31, 2016, upon the closing under the Stock Purchase Agreement. Upon closing under the Stock Purchase Agreement, Westmoreland’s rights and obligations of SJCC under the SJGS CSA and the agreements for CCR disposal and mine reclamation services were assigned to SJCC. Westmoreland has guaranteed SJCC’s performance under the SJGS CSA.services.


Pricing under the SJGS CSA is primarily fixed, adjustedwith adjustments to reflect changes in general inflation. The pricing structureinflation and takes into account that SJCCWSJ LLC has been paid for coal mined but not delivered, as discussed above. PNM hasdelivered. Substantially all of PNM’s coal costs are passed through the option to extend the SJGS CSA, subject to negotiation of the term of the extension and compensation to the miner.FPPAC. In order to extend, the SJGS CSA provides that PNM must have given written notice of that intent by July 1, 2018 and the parties must have agreed to the terms of the extension by January 1, 2019. In addition, the SJPPA obligates each SJGS participant to provide notice to the other participants whether they wish to extend the terms of the SJPPA and the SJGS CSA beyond June 30, 2022. Los Alamos, UAMPS, and Tucson provided notice of their intent to exit SJGS in 2022. Farmington gave notice that it wishes to continue SJGS operations and to extend the terms of both agreements. PNM gave preliminary notice to the other participants that, based on updated coal pricing and other relevant information, PNM does not wish to extend the terms of the SJPPA or the SJGS CSA beyond June 30, 2022. Due to Farmington’s stated interest in continuing SJGS operations beyond 2022, PNM and Westmoreland agreed to extend the July 1, 2018 notice deadline to December 1, 2018. On November 30, 2018, PNM provided notice to Westmoreland that PNM does not intend to extend the term of the SJGS CSA or to negotiate a new coal supply agreement for SJGS, which will resultwould have resulted in the current agreement expiring on its own terms on June 30, 2022. See December 2018 Compliance Filing above.

On MarchFebruary 17, 2018, a coal silo used2022, PNM and WSJ LLC entered into an amendment to supply fuel to SJGS Unit 1 collapsed resulting in an outage. Repairs necessary to return Unit 1 to service were completed by July 5, 2018. See Note 17. PNM notified Westmoreland that this event constituted a “force majeure” underextend the SJGS CSA and that PNM would be unablethrough September 30, 2022, subject to satisfy its minimum obligations to purchase coal for Unit 1 as a resultFERC’s acceptance of the event. On October 5, 2018, PNM and SJCC reachedamended participation agreement. The amendment provides for a settlement underfixed price increase of $5.00 per ton, beginning April 1, 2022, which the minimum obligation to

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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

purchase coal for SJGS during the 2018 contract year was reduced by 111,668 tons and resolving the issues related to the event. The benefit of this reduction will be returned to customerswould pass through the FPPAC. See additional discussion of PNM’s SJGS Abandonment Application in Note 17.


The SJGS RA sets forth terms under whichWSJ LLC notified PNM acquiredin July 2021 that it had encountered unfavorable geologic conditions that were impeding longwall progress in the San Juan Mine. On August 17, 2021, WSJ LLC issued a formal notice of non-normal conditions due to WSJ LLC’s inability to maintain a reserve of coal at required levels. WSJ LLC also notified PNM that these geologic complications constituted a force majeure event that was preventing WSJ LLC from satisfying its obligation to maintain required coal inventory including coal mined but not delivered,levels. Geologic conditions have subsequently improved, and on December 9, 2021, Westmoreland gave official notice that they were terminating the potential force majeure conditions. PNM expects the mine to operate under normal conditions with no significant impact on full load operations through the remainder of the exiting SJGS participants as of January 1, 2016 and supplied coal to the SJGS exiting participants for the period from January 1, 2016 through December 31, 2017 and is supplying coal to the SJGS remaining participants over the term of the SJGSSJ CSA. Coal costs under the SJGS CSA are significantly less than under the previous arrangement with SJCC. Since substantially all of PNM’s coal costs are passed through the FPPAC, the benefit of the reduced costs is passed through to PNM’s customers.

In support of the closing under the Stock Purchase Agreement and to facilitate PNM customer savings, NM Capital, a wholly-owned subsidiary of PNMR, provided funding of $125.0 million (the “Westmoreland Loan”) to Westmoreland San Juan, LLC (“WSJ”), a ring-fenced, bankruptcy-remote, special-purpose entity subsidiary of Westmoreland, to finance WSJ’s purchase of the stock of SJCC (including an insignificant affiliate) under the Stock Purchase Agreement. NM Capital provided the $125.0 million financing to WSJ by first entering into a $125.0 million term loan agreement (the “BTMU Term Loan”) with BTMU, as lender and administrative agent. The BTMU Term Loan agreement became effective as of February 1, 2016, had a maturity date of February 1, 2021, and bore interest at a rate based on LIBOR plus a customary spread. In connection with the BTMU Term Loan, PNMR, as parent company of NM Capital, guaranteed NM Capital’s obligations to BTMU.

The Westmoreland Loan was a $125.0 million loan agreement among NM Capital, as lender, WSJ, as borrower, and SJCC and its affiliate, as guarantors. The Westmoreland Loan became effective as of February 1, 2016 and had a maturity date of February 1, 2021. The interest rate on the Westmoreland Loan escalated over time and was 9.25% plus LIBOR for the period from February 1, 2017 through January 31, 2018 and 12.25% plus LIBOR beginning February 1, 2018. WSJ paid principal and interest quarterly to NM Capital in accordance with an amortization schedule. In addition, the Westmoreland Loan required that all cash flows of WSJ, in excess of normal operating expenses, capital additions, and operating reserves, be utilized for principal and interest payments under the loan until it was fully repaid. The Westmoreland Loan was secured by the assets of and the equity interests in SJCC and its affiliate. The Westmoreland Loan also included customary representations and warranties, covenants, and events of default. There were no prepayment penalties. See Note 10.

On May 22, 2018, the full principal outstanding under the Westmoreland Loan of $50.1 million was repaid. NM Capital used a portion of the proceeds to repay all remaining principal of $43.0 million owed under the BTMU Term Loan. These payments effectively terminated the loan agreements. In addition, PNMR’s guarantee of NM Capital’s obligations was also effectively terminated.


In connection with certain mining permits relating to the operation of the San Juan mine, SJCC isthe San Juan mine owner was required to post reclamation bonds of $118.7 million with the NMMMD. In order to facilitate the posting of reclamation bonds by sureties on behalf of SJCC,the San Juan mine owner, PNMR entered into letter of credit arrangements with a bankthe WFB LOC Facility under which letters of credit aggregating $30.3 million have been issued.

See NEE Complaint above and As discussed in Note 10, for information concerning Westmoreland’s October 9, 2018 Chapter 11 bankruptcy filingon March 15, 2019, the assets owned by SJCC were sold to WSJ LLC, a subsidiary of Westmoreland Mining Holdings, LLC. Under the sale agreement, WSJ LLC assumed the rights and related proceedings.obligations of SJCC including obligations to PNMR under the outstanding letters of credit.


Four Corners
APS purchases all of Four Corners’ coal requirements from NTEC, an entity owned by the Navajo Nation, under a coal supply contract (the “Fourthe Four Corners CSA”)CSA that expires in 2031. The coal comes from reserves located within the Navajo Nation. The contract provides for pricing adjustments over its term based on economic indices. PNM's share of the coal costs is being recovered through the FPPAC. In connection with the exit of Four Corners, PNM would make payments totaling $75.0 million to NTEC for relief from its obligations under the coal supply agreements for Four Corners after December 31, 2024. PNM is not proposing to recover the $75.0 million from ratepayers and, if approved, would not be recovered through the FPPAC. See Note 17 for additional information on PNM's Four Corners Abandonment Application.
NTEC has contracted with Bisti Fuels Company, LLC, a subsidiary of The North American Coal Corporation, for management and operation of the mine. The contract provides for pricing adjustments over its term based on economic indices. The average coal price per ton underUnder the contract was approximately 51% higher inCSA, NTEC has the twelve months ended June 30, 2017 than in the twelve months ended June 30, 2016. In the twelve months ended June 30, 2018, the average coal price per delivered ton increased approximately 6.9% over the 2017 prices. As discussed below,right, after a specified period, to request approval from the Four Corners CSA has been amended. PNM’s shareowners to replace Bisti Fuels Company as mine manager with NTEC’s internal resources and perform all or some mine management functions. APS granted approval on behalf of the coal costs is being recovered through the FPPAC.owners on June 16, 2021, subject to certain credit
Four Corners Coal Supply Arbitration – The owners of Four Corners are obligated to purchase a specified minimum amount of coal each contract year and to pay for any shortfall below the minimum amount, except when caused by “uncontrollable

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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

forces” as defined in the Four Corners CSA.assurance requirements. On June 13, 2017, APS received a demand for arbitration from17, 2021, NTEC in connection withnotified The North American Coal Corporation that the Four Corners CSA.  NTEC originally sought a declaratory judgment to support its interpretation of a provision regarding uncontrollable forces in thecontract mining agreement relating to the annual minimum quantities of coal to be purchased by the Four Corners owners. NTEC also alleged a shortfall in those purchases for the initial contract year, which ended June 30, 2017.  On September 20, 2017, NTEC amended its demand for arbitration removing the request for a declaratory judgment. On June 29, 2018, a settlement was reached for the disputed shortfall during the period July 7, 2016 through February 28, 2018. PNM’s share of the settlement payment made to NTEC by the Four Corners owners was $4.9 million. PNM’s share of the shortfall for the guaranteed minimum purchase of coal for the period March 1, 2018 through June 30, 2018 was $1.4 million. The arbitration was dismissed on July 9, 2018. Substantially all of the amount that PNM is required to pay under this settlement agreement will be collected through the FPPAC.

Contemporaneous with the execution of the settlement agreement, the Four Corners ownersbetween Bisti Fuels Company and NTEC amended the Four Corners CSA. The amendments reduce required take-or-pay volumes and the base price of coal. The amendments do not extend the term of the Four Corners CSA beyond its current July 6, 2031 expiration date.is terminated effective September 30, 2021. NTEC assumed direct operations at Navajo Mine on October 1, 2021.

Coal Mine Reclamation

As indicated under Coal Combustion Residuals Waste Disposal above, SJGS currently disposes of CCRs in the surface mine pits adjacent to the plant and Four Corners disposes of CCRs in ponds and dry storage areas. In conjunction with the proposed shutdown of SJGS Units 2 and 3 and to comply with the BART requirements of the CAA, an updatedperiodic updates to the coal mine reclamation study waswere requested by the SJGS participants. In 2013, PNM updated its study ofThese updates have included adjustments to reflect the final reclamation costs for both the surface mines that previously provided coal to SJGS and the current underground mine providing coal and revised its estimates of the final reclamation costs. This estimate reflected that the proposedDecember 2017 shutdown of SJGS Units 2 and 3, as described above, and that the mine providing coal to SJGS would continue to operate through 2053, the life of SJGS approved by the NMPRC. The 2013 coal mine reclamation study indicated reclamation costs had increased, including significant increases due to the proposed shutdown of SJGS Units 2 and 3, which would reduce the amount of CCRs generated over the remaining life of SJGS and result in a significant increase in the amount of fill dirt required to remediate the underground mine area thereby increasing the overall reclamation costs. As discussed under Coal Combustion Residuals Waste Disposal above, SJGS currently disposes of CCRs from the plant in the surface mine pits adjacent to the plant.

In 2015, PNM updated the SJGS reclamation cost estimate to reflect the terms of the new reclamation services agreement with Westmoreland,WSJ LLC, and changes related to reflect the approvalrequirements of the 2015 SJCC Mine Permit Plan. The 2015 reclamation cost estimate reflected that the scope and pricing structure of the reclamation service agreement with Westmoreland, design plan changes, updated regulatory expectations, and commonSan Juan mine reclamation practices would significantly increase reclamation costs.permit plan.
Upon the effectiveness of the SJGS CSA and the SJGS RA, PNM, on behalf of the SJGS owners, coordinated
In late 2020, a more detailed coal mine reclamation cost study which was completed in the third quarter of 2016. To complete the study, PNM was provided access to the mine site and obtained supporting data from Westmoreland allowing for the 2015 study to be refined with more extensive engineering analysis. The refined reclamation cost estimate reflected the terms of the new reclamation services agreement with Westmoreland and continuation of mining operations through 2053, which is the current NMPRC approved operating life of SJGS. The study indicated an additional increase in the reclamation cost estimate. PNM’s $4.5 million share of the increase was recorded in 2016 and is reflected in regulatory disallowances and restructuring costs in the Consolidated Statements of Earnings.
The SJGS RA required PNM to complete an update to the reclamation cost estimate after the December 31, 2017 shutdown of SJGS Units 2 and 3. This reclamation cost estimate was completed in October 2018 and assumed continuation of mining operations through 2053. The 2018 study indicated a decrease in reclamation costs primarily driven by lower inflationary factors used to determine the estimated future cost of reclamation activities. PNM recorded its $2.5 million share of this decrease in September 2018, which is reflected in regulatory disallowances and restructuring costs in the Consolidated Statements of Earnings. As discussed above, on December 31, 2018, PNM submitted the December 2018 Compliance Filing to the NMPRC indicating that, consistent with the conclusions reached in PNM’s 2017 IRP (Note 17), PNM expects to retire its share of SJGS after the current SJGS CSA expires in mid-2022. PNM determined that recent events and circumstances regarding SJGS, including the December 2018 Compliance Filing, indicate that it is more likely than not that PNM’s share of SJGS will be retired in 2022. As a result, in December 2018 PNM again remeasured its liability for coal mine reclamation for the mine that serves SJGS to reflect that reclamation activities may occur beginningand in 2022, rather than in 2053 as previously anticipated. This estimateDecember 2020, PNM remeasured its liability, which resulted in an increase in the overall reclamation costs of $3.6 million, due primarily to an increase in the amount of fill dirt required to remediate the mine areas and the timing of activities necessary to reclaim the mine that serves SJGS. This remeasurement increased PNM’s liability for coal mine

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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

reclamation as of December 31, 2018 by $39.2 million, which reflects the increase in PNM’s obligation for both the underground and surface mines that serve SJGS. PNM recovers from retail customers reclamation costs associated with the underground mine. However, the NMPRC has capped the amount that can be collected from retail customers for final reclamation of the surface mines at $100.0 million.higher inflationary factors. As a result, PNM recorded $9.4a less than $0.1 million of the increasedecrease in the liability at December 31, 20182020 related to the underground mine inand a decrease to the regulatory assets on the Consolidated Balance Sheets and recorded a $3.6 million increase in the remaining $29.8 millionliability associated with the surface mine as regulatory disallowances and restructuring costs on the Consolidated Statements of Earnings. PNM’s estimate of the costs necessary to reclaim the mine that serves SJGS is subject to many assumptions, including the timing of reclamation, generally accepted practices at the time reclamation activities occur, and then current inflation and discount rates. In addition, PNM maycannot predict the ultimate cost to reclaim the mine that serves SJGS and would seek to recover all costs related to reclaiming the underground mine from its customers but could be exposed to additional loss if the cost ofrelated to surface mine reclamation.
A coal mine reclamation activities are not approved by the NMPRC in connection with the NMPRC approvals indicated above.
The current estimatestudy for decommissioning the mine servingthat serves Four Corners reflects thewas issued in 2019. The study reflected operation of the mine through 2031, the term of the Four Corners CSA. The study resulted in a net increase in PNM’s share of the coal mine reclamation obligation of $0.8 million, which was primarily driven by lower overhead costs offset by an increase driven by a reduction in the discount rate used by PNM to measure the liability during the year ended December 31, 2019. As discussed in Note 17, PNM remains responsible for its share of costs associated with mine reclamation under the Four Corners Purchase and Sale Agreement with NTEC. NTEC and PNM will complete a reclamation study in 2024 providing the final mine reclamation cost estimate on the date of ownership transfer. PNM will make its final reclamation payment to NTEC based on the reclamation study in 2024 and will have no further obligations regarding the mine reclamation after 2024. PNM determined that events and circumstances regarding Four Corners, including the Four Corners Purchase and Sale Agreement with NTEC and the Four Corners Abandonment Application and subsequent appeal of the NMPRC decision, indicated that it is more likely than not that PNM’s share of Four Corners coal mine reclamation obligation would be settled in 2024, rather than 2031. As of December 31, 2020, PNM remeasured its Four Corners coal mine reclamation liability and recorded a decrease to the liability of $2.5 million on the Consolidated Balance Sheet and a decrease to regulatory disallowances and restructuring costs on the Consolidated Statement of Earnings.

Based on the 2018most recent estimates, and PNM’s ownership share of SJGS, PNM’s remaining payments for mine reclamation, in future dollars, are estimated to be $103.2$74.1 million for the surface mines at both SJGS and Four Corners and $39.7$34.9 million for the underground mine at SJGS as of December 31, 2018.2021. At December 31, 20182021 and 2017,2020, liabilities, in current dollars, of $70.1$67.4 million and $41.4$71.7 million for surface mine reclamation and $23.2$27.9 million and $14.7$26.1 million for underground mine reclamation were recorded in other deferred credits.
Under the terms of the SJGS CSA, PNM and the other SJGS owners are obligated to compensate SJCCWSJ LLC for all reclamation costs associated with the supply of coal from the San Juan mine. The SJGS owners entered into a reclamation trust funds agreement to provide funding to compensate SJCCWSJ LLC for post-term reclamation obligations. As part of the restructuring of SJGS ownership (see SJGS Ownership Restructuring Matters above), the SJGS owners negotiated the terms of an amended agreement to fund post-term reclamation obligations under the CSA. The trust funds agreement requires each owner to enter into an individual trust agreement with a financial institution as trustee, create an irrevocable reclamation trust, and periodically deposit funds into the reclamation trust for the owner’s share of the mine reclamation obligation. Deposits, which are based on funding curves, must be made on an annual basis. As part of the restructuring of SJGS ownership discussed above, the SJGS participants agreed to adjusted interim trust funding levels. PNM funded $10.0$5.2 million in 2018, $5.82021, $3.2 million in 2017,2020, and $7.0$5.5 million in 2016.2019. Based on PNM’s reclamation trust fund balance at December 31, 2018,2021, the current funding curves indicate PNM’s required contributions to its reclamation trust fund would be $8.9$5.6 million in 2019, $10.2 million2022, 0 in 2020,2023, and $10.9 million0 in 2021.2024.


Under the Four Corners CSA, which became effective on July 7, 2016, PNM is required to fund its ownership share of estimated final reclamation costs in thirteen annual installments, beginning on August 1, 2016, into an irrevocable escrow account solely dedicated to the final reclamation cost of the surface mine at Four Corners. PNM contributed $2.3 million in each of 2017 and 2018 and anticipates providing additional funding of $2.3 million in each of the years from 2019 through 2021.

Continuous Highwall Mining Royalty Rate

In August 2013, the DOI Bureau of Land Management (“BLM”) issued a proposed rulemaking that would retroactively apply the surface mining royalty rate of 12.5% to continuous highwall mining (“CHM”).  Comments regarding the rulemaking were due on October 11, 2013 and PNM submitted comments in opposition to the proposed rule. There is no legal deadline for adoption of the final rule.

SJCC utilized the CHM technique from 2000 to 2003 and, with the approval of the Farmington, New Mexico Field Office of BLM to reclassify the final highwall as underground reserves, applied the 8.0% underground mining royalty rate to coal mined using CHM and sold to SJGS.  In March 2001, SJCC learned that the DOI Minerals Management Service (“MMS”) disagreed with the application of the underground royalty rate to CHM.  In August 2006, SJCC and MMS entered into an agreement tolling the statute of limitations on any administrative action to recover unpaid royalties until BLM issued a final, non-appealable determination as to the proper rate for CHM-mined coal.  The proposed BLM rulemaking has the potential to terminate the tolling provision of the settlement agreement. Underpaid royalties of approximately $5 million for SJGS would become due if the proposed BLM rule is adopted as proposed.  PNM’s share of any amount that is ultimately paid would be approximately 46.3%, none of which would be passed through PNM’s FPPAC. PNM is unable to predict the outcome of this matter.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018,2021, 2020 and 2019
Under the Four Corners CSA, PNM is required to fund its share of estimated final reclamation costs in annual installments into an irrevocable escrow account solely dedicated to the final reclamation cost of the surface mine at Four Corners. PNM contributed $2.2 million in 2021, $2.0 million in 2020, and $2.3 million in 2019 and anticipates providing additional funding of $2.1 million in each of the years from 2022 through 2024. As discussed above, under the terms of the Four Corners Purchase and Sale Agreement with NTEC, PNM will make its final reclamation payment to NTEC based on the reclamation study in 2024 and will have no further obligations regarding the mine reclamation.

PNM recovers from retail customers reclamation costs associated with the underground mine. However, the NMPRC has capped the amount that can be collected from retail customers for final reclamation of the surface mines at $100.0 million for both SJGS and Four Corners. If future estimates increase the liability for surface mine reclamation, the excess would be expensed at that time. The impacts of changes in New Mexico state law as a result of the enactment of the ETA and regulatory determinations made by the NMPRC may also affect PNM’s financial position, results of operations, and cash flows. See additional discussion regarding PNM’s SJGS and Four Corners Abandonment Applications in Note 17. PNM is currently unable to determine the outcome of these matters or the range of possible impacts.

San Juan County Decommissioning Ordinance

On November 9, 2021, the San Juan County Commission approved the Coal-Fired Electricity Generating Facility Demolition and Remediation Ordinance (“Ordinance 121”), requiring the full demolition of SJGS upon its complete and permanent closure. Ordinance 121 requires the SJGS owners to submit a proposed demolition and remediation plan no later than three months after SJGS is retired. In connection with restructuring of the SJGS ownership on December 31, 2017, PNM and 2016
the other SJGS owners entered into the San Juan Decommissioning and Trust Funds Agreement, which requires PNM to fund its ownership share of final decommissioning costs into an irrevocable trust. Under the agreement, PNM is required to make an initial funding of $14.7 million by December 31, 2022. The amount and timing of additional trust funding is subject to revised decommissioning cost studies, a decision by the current owners to permanently retire SJGS and agreement among the SJGS owners. PNM has posted a surety bond in the amount of $46.0 million in connection with certain environmental decommissioning obligations and must maintain the bond or other financial assurance until those obligations are satisfied. The surety bond only represents a liability if PNM fails to deliver on its contractual liability. For information regarding the impact of Ordinance 121 on PNM’s SJGS decommissioning ARO see Note 15.


PVNGS Liability and Insurance Matters
Public liability for incidents at nuclear power plants is governed by the Price-Anderson Nuclear Industries Indemnity Act, which limits the liability of nuclear reactor owners to the amount of insurance available from both commercial sources and an industry-wide retrospective payment plan. In accordance with this act, the PVNGS participants are insured against public liability exposure for a nuclear incident up to $14.1$13.5 billion per occurrence. PVNGS maintains the maximum available nuclear liability insurance in the amount of $450$450 million,, which is provided by American Nuclear Insurers. The remaining $13.6$13.1 billion is provided through a mandatory industry-wide retrospective assessment program. If losses at any nuclear power plant covered by the program exceed the accumulated funds, PNM could be assessed retrospective premium adjustments. Based on PNM’s 10.2% interest in each of the three3 PVNGS units, PNM’s maximum potential retrospective premium assessment per incident for all three3 units is $41.6$42.1 million,, with a maximum annual payment limitation of $6.2$6.2 million,, to be adjusted periodically for inflation.


The PVNGS participants maintain insurance for damage to, and decontamination of, property at PVNGS in the aggregate amount of $2.75$2.8 billion,, a substantial portion of which must first be applied to stabilization and decontamination. These coverages are provided by Nuclear Electric Insurance Limited (“NEIL”). The primary policy offered by NEIL contains a sublimit of $2.25 billion for non-nuclear property damage. If NEIL’s losses in any policy year exceed accumulated funds, PNM is subject to retrospective premium adjustments of $5.4$5.4 million for each retrospective premium assessment declared by NEIL’s Board of Directors due to losses. The insurance coverages discussed in this and the previous paragraph are subject to certain policy conditions, sublimits, and exclusions.
Natural Gas Supply
PNM procures gas supplies for its power plants from third-party sources and contracts with third party transportation providers.

Water Supply
Because of New Mexico’s arid climate and periodic drought conditions, there is concern in New Mexico about the use of water, including that used for power generation. Although PNM does not believe that its operations will be materially affected by drought conditions at this time, it cannot forecast long-term weather patterns. Public policy, local, state and federal regulations, and litigation regarding water could also impact PNM operations. To help mitigate these risks, PNM has secured permanent groundwater rights for the existing plants at Reeves Station, Rio Bravo, Afton, Luna, Lordsburg, and La Luz. Water availability is not an issue for these plants at this time. However, prolonged drought, ESA activities, and a federal lawsuit by the State of Texas (suing the State of New Mexico over water deliveries) could pose a threat of reduced water availability for these plants.
For SJGS and Four Corners, PNM and APS have negotiated an agreement with the more senior water rights holders (tribes, municipalities, and agricultural interests) in the San Juan basin to mutually share the impacts of water shortages with tribes and other water users in the San Juan basin. The agreement to share shortages in 2018 through 2021 has been endorsed by the parties and is being reviewed by the New Mexico Office of the State Engineer.
In April 2010, APS signed an agreement on behalf of the PVNGS participants with five cities to provide cooling water essential to power production at PVNGS for 40 years.
PVNGS Water Supply Litigation
In 1986, an action commenced regarding the rights of APS and the other PVNGS participants to the use of groundwater and effluent at PVNGS. APS filed claims that dispute the court’s jurisdiction over PVNGS’ groundwater rights and their contractual rights to effluent relating to PVNGS and, alternatively, seek confirmation of those rights. In 1999, the Arizona Supreme Court issued a decision finding that certain groundwater rights may be available to the federal government and Indian tribes. In addition, the Arizona Supreme Court issued a decision in 2000 affirming the lower court’s criteria for resolving groundwater claims. Litigation on these issues has continued in the trial court. No trial dates have been set in these matters. PNM does not expect that this litigation will have a material impact on its results of operation, financial position, or cash flows.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

San Juan River Adjudication
In 1975, the State of New Mexico filed an action in NM District Court to adjudicate all water rights in the San Juan River Stream System, including water used at Four Corners and SJGS. PNM was made a defendant in the litigation in 1976. In March 2009, then President Obama signed legislation confirming a 2005 settlement with the Navajo Nation. Under the terms of the settlement agreement, the Navajo Nation’s water rights would be settled and finally determined by entry by the court of two proposed adjudication decrees.  The court issued an order in August 2013 finding that no evidentiary hearing was warranted in the Navajo Nation proceeding, and on November 1, 2013, issued a Partial Final Judgment and Decree of the Water
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December 31, 2021, 2020 and 2019
Rights of the Navajo Nation approving the proposed settlement with the Navajo Nation. A number of parties subsequently appealed to the New Mexico Court of Appeals. PNM entered its appearance in the appellate case and supported the settlement agreement in the NM District Court. On April 3, 2018, the New Mexico Court of Appeals issued an order affirming the decision of the NM District Court. Several parties filed motions requesting a rehearing with the New Mexico Court of Appeals seeking clarification of the order, which were denied. The State of New Mexico and various other appellants filed a Writwrit of Certioraricertiorari with the NM Supreme Court. The NM Supreme Court granted the State of New Mexico’s petition and denied the other parties’ requests,requests. The issues regarding the Navajo Nation settlement have been briefed and setare awaiting a due date for petitioner’s brief of October 29, 2018.decision by the NM Supreme Court. Adjudication of non-Indian water rights is ongoing.
PNM is participating in this proceeding since PNM’s water rights in the San Juan Basin may be affected by the rights recognized in the settlement agreement and adjudicated to the Navajo Nation, which comprise a significant portion of water available from sources on the San Juan River and in the San Juan Basin and which have priority in times of shortages. PNM is unable to predict the ultimate outcome of this matter or estimate the amount or range of potential loss and cannot determine the effect, if any, of any water rights adjudication on the present arrangements for water at SJGS and Four Corners. Final resolution of the case cannot be expected for several years. An agreement reached with the Navajo Nation in 1985, however, provides that if Four Corners loses a portion of its rights in the adjudication, the Navajo Nation will provide, for an agreed upon cost, sufficient water from its allocation to offset the loss.
Rights-of-Way Matter

On January 28, 2014, the County Commission of Bernalillo County, New Mexico passed an ordinance requiring utilities to enter into a use agreement and pay a yet-to-be-determined fee as a condition to installing, maintaining, and operating facilities on county rights-of-way. The fee is purported to compensate the county for costs of administering and maintaining the rights-of-way, as well as for capital improvements. On February 27, 2014, PNM and other utilities filed a Complaint for Declaratory and Injunctive Relief in the United States District Court for the District of New Mexico challenging the validity of the ordinance. The court denied the utilities’ motion for judgment. The court further granted the County’s motion to dismiss the state law claims. The utilities filed an amended complaint reflecting the two federal claims remaining before the federal court. The utilities also filed a complaint in Bernalillo County, New Mexico District Court reflecting the state law matters dismissed by the federal court. In subsequent briefing in federal court, the county filed a motion for judgment on one of the utilities’ claims, which was granted by the court, leaving a claim regarding telecommunications service as the remaining federal claim. On January 4, 2016, the utilities filed an Application for Interlocutory Appeal from the state court, which was denied. On March 28, 2017, the utilities filed a Writ of Certiorari with the NM Supreme Court, which was denied. The matter is proceeding in NM District Court. The utilities and Bernalillo County reached a standstill agreement whereby the County would not take any enforcement action against the utilities pursuant to the ordinance during the pendency of the litigation, but not including any period for appeal of a judgment, or upon 30 days written notice by either the county or the utilities of their intention to terminate the agreement.  Mediation was held on January 23, 2019. The matter remains unresolved. If the challenges to the ordinance are unsuccessful, PNM believes any fees paid pursuant to the ordinance would be considered franchise fees and would be recoverable from customers. PNM is unable to predict the outcome of this matter or its impact on PNM’s operations.
Navajo Nation Allottee Matters


In September 2012, 43 landowners filed a notice of appeal with the Bureau of Indian Affairs (“BIA”) appealing a March 2011 decision of the BIA Regional Director regarding renewal of a right-of-way for a PNM transmission line. The landowners claim to be allottees, members of the Navajo Nation, who pursuant to the Dawes Act of 1887, were allotted ownership in land carved out of the Navajo Nation and allege that PNM is a rights-of-way grantee with rights-of-way across the allotted lands and are either in trespass or have paid insufficient fees for the grant of rights-of-way or both.  The allottees generally allege that they were not paid fair market value for the right-of-way, that they were denied the opportunity to make a showing as to their view of fair market value, and thus denied due process. The allottees filed a motion to dismiss their appeal with prejudice, which was

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December 31, 2018, 2017 and 2016

granted in April 2014. Subsequent to the dismissal, PNM received a letter from counsel on behalf of what appears to be a subset of the 43 landowner allottees involved in the appeal, notifying PNM that the specified allottees were revoking their consents for renewal of right of way on six6 specific allotments.  On January 22, 2015, PNM received a letter from the BIA Regional Director identifying ten10 allotments with rights-of-way renewals that were previously contested.  The letter indicated that the renewals were not approved by the BIA because the previous consent obtained by PNM was later revoked, prior to BIA approval, by the majority owners of the allotments.  It is the BIA Regional Director’s position that PNM must re-obtain consent from these landowners.  On July 13, 2015, PNM filed a condemnation action in the NM District Court regarding the approximately 15.49 acres of land at issue. On September 18, 2015, the allottees filed a separate complaint against PNM for federal trespass. On December 1, 2015, the court ruled that PNM could not condemn two2 of the five5 allotments at issue based on the Navajo Nation’s fractional interest in the land.  PNM filed a motion for reconsideration of this ruling, which was denied. On March 31, 2016, the Tenth Circuit granted PNM’s petition to appeal the December 1, 2015 ruling. On September 18, 2015, the allottees filed a separate complaint against PNM for federal trespass. Both matters have been consolidated. Oral argument before the Tenth Circuit was heard on January 17, 2017. On May 26, 2017, the Tenth Circuit affirmed the district court. On July 8, 2017, PNM filed a Motion for Reconsideration en banc with the Tenth Circuit, which was denied. The NM District Court stayed the case based on the Navajo Nation’s acquisition of interests in two2 additional allotments and the unresolved ownership of the fifth allotment due to the owner’s death. On November 20, 2017, PNM filed its Petitionpetition for Writwrit of Certioraricertiorari with the US Supreme Court. On December 22, 2017, amicus briefs supporting PNM’s Petition for Writ of Certiorari were filed with the US Supreme Court. On April 30, 2018, the US Supreme Court, declined to hear PNM’s Petition for Writ of Certiorari.which was denied. The underlying litigation continues in the NM District Court. On March 27, 2019, several individual allottees filed a motion for partial summary judgment on the issue of trespass. The Court held a hearing on the motion on June 18, 2019 and took the motion under advisement. PNM, the allottees and the United States have agreed to a framework for settlement.The parties are preparing the settlement agreement and the stipulated court order. PNM cannot predict the outcome of these matters.

Sales Tax AuditsMerger-Related Litigation


In November 2011, PNMR completed the saleSix purported shareholders of its retail electric provider, which operated in Texas under the name First Choice Power (“First Choice”). Under the sale agreement, PNMR is contractually obligated for First Choice’s taxes relating to periods prior to the sale.

The Texas Comptroller of Public Accounts (“Comptroller”) initiated audits of First Choice’s sales and use tax filings and miscellaneous gross receipts tax filings for periods prior to the sale. During the course of the audits, PNMR accrued an immaterial liability for items identified in the audits for which PNMR believed an unfavorable resolution was probable. The Comptroller originally issued notifications of audit results indicating additional tax due of $5.0 million, plus penalties and interest. The primary issue in dispute was the disallowance by the auditor of the tax benefits of bad debt charge-offs and billing credits. On behalf of First Choice, PNMR filed requests for redetermination for both audits. In September 2018, the Comptroller issued an updated settlement offer that significantly reduced the additional tax due under the audits. Based on the terms of the settlement offer, PNMR increased its liability for amounts due under First Choice’s sales and use tax filings as of September 30, 2018 by an insignificant amount. In October 2018, PNMR settled the sales and use tax audit for a total of $0.9 million. In December 2018,lawsuits against PNMR and the Comptroller reachedmembers of the Board challenging the proposed Merger with Avangrid. The lawsuits all challenged the adequacy of the disclosures in the definitive proxy statement filed by PNMR with the SEC on January 5, 2021, and sought, among other things, to enjoin the Merger or, if the Merger has been consummated, to rescind the Merger or an award of damages, and an award of attorneys’ and experts’ fees and expenses. Five of the lawsuits were filed in the United States District Court for the Southern District of New York and one was filed in the United States District Court for the Eastern District of New York. The lawsuits pending in the Southern District of New York were consolidated in the case captioned In re PNM Resources, Inc. Shareholder Litigation, Consolidated Civil Action No. 1:20-CV-10874. The five plaintiffs in the consolidated action in the Southern District of New York filed notices of voluntary
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December 31, 2021, 2020 and 2019
dismissal, and on April 9, 2021, the Court ordered the Clerk of Court to close the consolidated action and all member cases. All five cases filed in the Southern District of New York have been closed. The case pending in the Eastern District of New York, captioned Durlacher v. PNM Resources, Inc., et al., Case No. 1:21-cv-0024, was not served on the defendants and the plaintiff filed a settlement under which PNMR paid $1.4 million to resolve all matters related to the miscellaneous gross tax audit.notice of voluntary dismissal on February 15, 2021. These matters are now concluded.


Texas Winter Storm
(17)Regulatory and Rate Matters


In mid-February 2021, Texas experienced a severe winter storm delivering the coldest temperatures in 100 years for many parts of the state. As a result, the ERCOT market was not able to deliver sufficient generation load to the grid resulting in significant, statewide outages as ERCOT directed transmission operators to curtail thousands of firm load megawatts. TNMP complied with ERCOT directives to curtail the delivery of electricity in its service territory and did not experience significant outages on its system outside of the ERCOT directed curtailments. Various regulatory and governmental entities are conducting, or have announced they may conduct, inquiries, investigations and other reviews of the Texas winter storm event. Entities that have announced that they plan to conduct or are conducting such inquiries, investigations and other reviews include FERC, NERC, Texas Reliability Entity Inc., ERCOT, the Texas Legislature, the Texas Attorney General, the PUCT, and the Galveston County District Attorney. Further, lawsuits have been filed against various market participants relating to the power outages resulting from the Texas winter storm, including TNMP. As a utility operating during the Texas winter storm event, there is a risk TNMP could be named in additional lawsuits in the future. TNMP intends to vigorously defend itself against any claims raised. TNMP has deferred bad debt expense from defaulting REPs to a regulatory asset totaling $0.8 million at December 31, 2021, and will seek recovery in a general rate case. At this time, the Company does not expect significant financial impacts related to this event, however, it cannot predict the outcome of such matters or the impact on the ERCOT market.

(17)Regulatory and Rate Matters

The Company is involved in various regulatory matters, some of which contain contingencies that are subject to the same uncertainties as those described in Note 16.

PNMR

Merger Regulatory Proceedings

On October 20, 2020, PNMR, Avangrid and Merger Sub entered into the Merger Agreement pursuant to which Merger Sub will merge with and into PNMR, with PNMR surviving the Merger as a wholly-owned subsidiary of Avangrid. Among other conditions, consummation of the Merger is subject to receipt of all required regulatory approvals. Five federal agencies and the PUCT have completed their reviews and approved the Merger, leaving the NMPRC as the only remaining approval necessary for the merger. The original application before the NMPRC was filed in November 2020. For additional information on the Merger regulatory proceedings see Note 22.

PNM


New Mexico General Rate Cases


New Mexico 2015 General Rate Case (“NM 2015 Rate Case”)


On August 27,In 2015, PNM filed an application with the NMPRC for a general increase in retail electric rates. The application proposed a revenue increase of $123.5 million, including base non-fuel revenues of $121.7 million. PNM’s application was based on a future test year (“FTY”) period beginning October 1, 2015, which met the NMPRC’s interpretation of the FTY statute, and proposed a ROE of 10.5%. PNM requested that the proposed new rates become effective beginning in July 2016. On March 2, 2016, the NMPRC required PNM to file supplemental testimony regarding the treatment of renewable energy in PNM’s FPPAC. See Renewable Portfolio Standard below. A public hearing on the proposed new rates was held in April 2016. Subsequent to this

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December 31, 2018, 2017 and 2016

hearing, theThe NMPRC ordered PNM to file additional testimony regarding PNM’s interests in PVNGS, including the 64.1 MW of PVNGS Unit 2 that PNM repurchased in January 2016 pursuant to the terms of the initial sales-leaseback transactions (Note 8). A subsequent public hearing was held in June 2016. After the June hearing, PNM and other parties were ordered to file supplemental briefs and to provide final recommended revenue requirements that incorporated fuel savings that PNM implemented effective January 1, 2016 from PNM’s SJGS CSA (Note 16).  PNM’s filing indicated that recovery for fuel related costs would be reduced by approximately $42.9 million reflecting the current SJGS CSA, which also reduced the request for base non-fuel related revenues by $0.2 million to $121.5 million.transactions.


OnIn August 4, 2016, the Hearing Examinerhearing examiner in the case issued a recommended decision (the “August 2016 RD”).  The August 2016 RD, proposed an increase in non-fuel revenues of $41.3 million compared to the $121.5 million increase requested by PNM. Major components of the difference in the increase in non-fuel revenues proposed in the August 2016 RD, included:

A ROE of 9.575% compared to the 10.5% requested by PNM
Disallowing recovery of the entire $163.3 million purchase price for the January 15, 2016 purchases of the assets underlying three leases of portions of PVNGS Unit 2 (Note 8); the August 2016 RD proposed that power from the previously leased assets, aggregating 64.1 MW of capacity, be dedicated to serving New Mexico retail customers with those customers being charged for the costs of fuel and operating and maintenance expenses (other than property taxes, which were $0.8 million per year when the August 2016 RD was issued), but the customers would not bear any capital or depreciation costsamong other than those related to improvements made after the date of the original leases
Disallowing recovery from retail customers of the rent expense, which aggregates $18.1 million per year, under the four leases of capacity in PVNGS Unit 1 that were extended for eight years beginning January 15, 2015 and the one lease of capacity in PVNGS Unit 2 that was extended for eight years beginning January 15, 2016 (Note 8) and related property taxes, which were $1.5 million per year when the August 2016 RD was issued; the August 2016 RD proposed that power from the leased assets, aggregating 114.6 MW of capacity, be dedicated to serving New Mexico retail customers with those customers being charged for the costs of fuel and operating and maintenance expense, except that customers would not bear rental costs or property taxes
Disallowing recovery of the costs of converting SJGS Units 1 and 4 to BDT, which is required by the NSR permit for SJGS, (Note 16); PNM’s share of the costs of installing the BDT equipment was $52.3 million of which $40.0 million was included in rate base in PNM’s rate request
Disallowing recovery of $4.5 million of amounts recorded as regulatory assets and deferred charges

The August 2016 RDthings, recommended that the NMPRC find PNM was imprudent in the actions taken to purchase the previously leased 64.1 MW of capacity in PVNGS Unit 2, extending the leases for 114.6 MW of capacity of PVNGS Units 1 and 2, and installing the BDT equipment on SJGS Units 1 and 4. The August 2016 RD also proposed that all fuel costs be removed from base rates and be recovered through the FPPAC. In addition,As a result, the August 2016 RD would removerecommended the NMPRC disallow recovery of the costs of power obtained from New Mexico Wind fromentire $163.3 million purchase price for the FPPAC and include recovery of those costs through PNM’s renewable energy rider discussed below. The AugustJanuary 15, 2016 RD recommended continuationpurchases of the renewable energy rider and certain aspectsassets underlying 3 leases aggregating 64.1 MW of PNM’s proposals regarding rate design but would not approve certain other rate design proposals or PNM’s requestPVNGS Unit 2, the undepreciated capital improvements made during the period the 64.1 MW of purchased capacity was leased, rent expense aggregating $18.1 million annually for a revenue decoupling pilot program. The August 2016 RD proposed approving PNM’s proposals for revised depreciation rates (except the August 2016 RD would require depreciation on Four Corners be calculated based on a 2041 life rather than the 2031 life proposed by PNM), the inclusionleases aggregating 114.6 MW of construction work in progress in rate base, and ratemaking treatment of the “prepaid pension asset.” The August 2016 RD proposed retail customers receive 100% of the New Mexico jurisdictional portion of revenues from “refined coal” (a third-party pre-treatment process) at SJGS. The August 2016 RD also approved PNM’s request to record a regulatory asset to recover a 2014 impairment of PNM’s New Mexico net operating loss carryforward resulting from an extension of the income tax provision for fifty percent bonus depreciation. The impact, net of federal income taxes, amounting to $2.1 million was reflected as a reduction of income tax expense on the Consolidated Statement of Earnings.

The August 2016 RD did not preclude PNM from supporting the prudence of the PVNGS purchases and lease renewals in its next general rate case and seeking recovery of those costs. PNM disagreed with many of the key conclusions reached by the Hearing Examiner in the August 2016 RD and filed exceptions to defend its prudent utility investments. Other parties also filed exceptions to the August 2016 RD.   


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capacity that were extended through January 2023 and 2024 (Note 8), and recovery of the costs of converting SJGS Units 1 and 4 to BDT.

On September 28, 2016, the NMPRC issued an order that authorized PNM to implement an increase in non-fuel rates of $61.2 million, effective for bills sent to customers after September 30, 2016. The order generally approved the August 2016 RD, but with certain significant modifications. The modifications to the August 2016 RD included:


Inclusion of the January 2016 purchase of the assets underlying three3 leases of capacity, aggregating 64.1 MW, of PVNGS Unit 2 at an initial rate base value of $83.7 million; and disallowance of the recovery of the undepreciated costs of capitalized improvements made during the period the 64.1 MW was being leased by PNM, which aggregated $43.8 million when the order was issued
Allowing full recoveryRecovery of theannual rent expense and property taxesexpenses associated with the extended leases for capacity, aggregating 114.6 MW in Palo Verde Units 1 and 2of capacity under the extended leases
Disallowance of the recovery of any future contributions for PVNGS decommissioning costs related to the 64.1 MW of capacity purchased in January 2016 and the 114.6 MW of capacity under the extended leases
Recovery of assumed operating and maintenance expense savings of $0.3 million annually related to BDT


On September 30, 2016, PNM filed a notice of appeal with the NM Supreme Court regarding the order in the NM 2015 Rate Case. Subsequently, NEE, NMIEC, and ABCWUA filed notices of cross-appeal to PNM’s appeal. On October 26, 2016,Specifically, PNM filed a statement of issues related to its appeal with the NM Supreme Court, which stated PNM is appealingappealed the NMPRC’s determination that PNM was imprudent in certain matters in the actions taken to purchase the previously leased 64.1 MW of capacity in PVNGS Unit 2, extending the leases for 114.6 MW of capacity of PVNGS Units 1 and 2, and installing BDT equipment on SJGS Units 1 and 4. In addition, PNM’s statement indicated it is appealing the following specific elements ofcase, including the NMPRC’s order:

Disallowance of recoverydisallowance of the full purchase price representing fair market value, of the 64.1 MW of capacity in PVNGS Unit 2, purchased in January 2016
Disallowance of the recovery of the undepreciated costs of capitalized improvements made during the period the 64.1 MW of capacity was leased by PNM,
Disallowance the cost of recovery ofconverting SJGS Units 1 and 4 to BDT, and future contributions for PVNGS decommissioning attributable to the 64.1 MW of purchased capacity and the 114.6 MW of capacity under the extended leases
Disallowanceleases. NEE, NM AREA, and ABCWUA filed notices of recovery of the costs of converting SJGS Units 1 and 4cross-appeal to BDT

PNM’s appeal. The issues that are being appealed by the various cross-appellants include:

Theincluded, among other things, the NMPRC allowing PNM to recover any of the costs of the lease extensions for the 114.6 MW of PVNGS Units 1 and 2 and any of the purchase price for the 64.1 MW in PVNGS Unit 2,
The NMPRC allowing PNM to recover the costs incurred under the new Four Corners CSA,
The revised method to collect PNM’s fuel and purchased power costs under the FPPAC
The final rate design
The NMPRC allowing PNM to includeinclusion of the “prepaid pension asset” in rate basebase.


NEE subsequently filed a motion for a partial stayDuring the pendency of the order at the NM Supreme Court. This motion was denied. The NM Supreme Court orally stated that the court’s intent was to request that PNM reimburse ratepayers for any amount overcharged should the cross-appellants prevail on the merits.

On February 17, 2017, PNM filed its Brief in Chief, and pursuant to the court’s rules, the briefing schedule was completed on July 21, 2017. Oral argument at the NM Supreme Court was held on October 30, 2017. Although appeals of regulatory actions of the NMPRC have a priority at the NM Supreme Court under New Mexico law, there is no required time frame for the court to act on the appeals.

GAAP requires a loss be recognized when it is probable that a loss has been incurred and the amount of loss can be reasonably estimated. When there is a range of the amount of the probable loss, the minimum amount of the range is to be accrued unless an amount within the range is a better estimate than any other amount. As of September 30, 2016,appeal, PNM evaluated the accounting consequences of the order in the NM 2015 Rate Case and the likelihood of being successful on the issues it is appealing inrelated appeals to the NM Supreme Court as required under GAAP. The evaluationCourt. These evaluations indicated that it iswas reasonably possible that PNM willwould be successful on the issues it is appealing. Ifwas appealing but would not be provided capital costs recovery until the NMPRC acted on a decision of the NM Supreme Court. PNM also evaluated the accounting consequences of the issues being appealed by the cross-appellants and concluded that the issues raised in the cross-appeals did not have substantial merit.

On May 16, 2019, the NM Supreme Court rulesissued its decision on the matters that had been appealed in PNM’s favor on some or allthe NM 2015 Rate Case. The NM Supreme Court rejected the matters appealed by the cross-appellants and affirmed the NMPRC’s disallowance of a portion of the issues, those issues would bepurchase price of the 64.1 MW of capacity in PVNGS Unit 2; the undepreciated costs of capital improvements made during the time the 64.1 MW capacity was leased by PNM; and the costs to install BDT at SJGS Units 1 and 4. The NM Supreme Court also ruled that the NMPRC’s decision to permanently disallow recovery of future decommissioning costs related to the 64.1 MW of PVNGS Unit 2 and the 114.6 MW of PVNGS Units 1 and 2 deprived PNM of its rights to due process of law and remanded backthe case to the NMPRC for further action. proceedings consistent with the court’s findings. On July 17, 2019, the NMPRC heard oral argument from parties in the case on how to best proceed with the NM Supreme Court’s remand. At oral argument, parties presented various positions ranging from re-litigating the value of PVNGS resources determined by the NMPRC and affirmed by the NM Supreme Court to re-affirming the NMPRC’s final order with a single modification to address recovery of future PVNGS decommissioning costs in a future case. On January 8, 2020, the NMPRC issued its order on remand, which reaffirmed its September 2016 order except for the decision to permanently disallow recovery of certain future decommissioning costs related to PVNGS Units 1 and 2. The NMPRC indicated that PNM’s ability to recover these costs will be addressed in a future proceeding and closed the NM 2015 Rate Case docket.

As a result of September 30,the NM Supreme Court’s ruling, during the year ended December 31, 2019, PNM recorded pre-tax impairments of $150.6 million, which includes $73.2 million for a portion of the purchase price for 64.1 MW in PVNGS Unit 2, $39.7 million of undepreciated capitalized improvements made during the period the 64.1 MW was being leased by PNM, and $37.7 million for BDT on SJGS Units 1 and 4 and is reflected as regulatory disallowances and restructuring costs in the Consolidated Statements of Earnings. The impairment was offset by tax impacts of $45.7 million, which are reflected as income taxes on the Consolidated Statements of Earnings.

New Mexico 2016 General Rate Case (“NM 2016 Rate Case”)

In 2016, PNM estimated it would takefiled an application with the NMPRC for a minimumgeneral increase in retail electric rates. PNM’s application used a FTY beginning January 1, 2018 and requested an increase in base non-fuel revenues of 15$99.2 million based on a ROE of 10.125%. The primary drivers of PNM’s revenue deficiency included implementation of modifications to PNM’s resource

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December 31, 2018, 20172021, 2020 and 20162019

months from the date PNM filed its appeal for the NM Supreme Court to render a decision and forportfolio, which were approved by the NMPRC in December 2015 as part of the SJGS regional haze compliance plan, infrastructure investments, including environmental upgrades at Four Corners, declines in forecasted energy sales due to take action on any remanded issues. PNM concluded that a range of probable loss resulted fromsuccessful energy efficiency programs and other economic factors, and updates to FERC/retail jurisdictional allocations.

After extensive settlement negotiations and public proceedings, the NMPRC order in the NM 2015 Rate Case; that the minimum amountissued a Revised Order Partially Adopting Certification of loss was 15 months of capital cost recovery that the order disallowed for PNM’s investments in the PVNGS Unit 2 purchases, PVNGS Unit 2 capitalized improvements, and BDT; and that no amount within the range of possible loss was a better estimate than any other amount. Accordingly, PNM recorded a pre-tax regulatory disallowance of $6.8 million at September 30, 2016 for the capital costs that would not be recovered during that 15-month appeal period. In addition, PNM recorded a pre-tax regulatory disallowance for $4.5 million of costs recorded as regulatory assets and deferred charges (which the order disallowed and which PNM did not challenge in its appeal) since PNM could no longer assert that those assets were probable of being recovered through the ratemaking process.

PNM also evaluated the accounting consequencesStipulation dated January 10, 2018 (the “Revised Order”). The key terms of the issues that are being appealed by the cross-appellants. PNM does not believe the issues raised in the cross-appeals have substantial merit. Accordingly, PNM does not believe that the likelihood of the cross-appeals being successful is probable and, therefore, no loss has been recorded related to the issues subject to the cross-appeals.

Since the NM Supreme Court did not issue a decision on the appeals related to the NM 2015 Rate Case by December 31, 2017, which was 15 months from the date of the NMPRC’s order in that case, PNM reevaluated the accounting consequences of the order in the NM 2015 Rate Case. As of December 31, 2017, PNM estimated the most likely period for the NM Supreme Court to issue a decision in the case and for the NMPRC to take action on any remanded issues was seven months. As a result, PNM recorded an additional pre-tax loss of $3.1 million as of December 31, 2017, representing seven months of capital cost recovery that the order disallowed and would not be recovered through July 31, 2018.

During 2018, PNM updated its evaluation of the estimated time frame it would take for resolution of the matter resulting in additional pre-tax losses of $4.0 million, which are reflected as regulatory disallowances and restructuring costs on the Consolidated Statements of Earnings, based on an estimate of an additional nine months of capital cost recovery that the order disallowed and would not be collected from customers through April 30, 2019. Further losses will be recorded if the currently estimated time frame for the NM Supreme Court to render a decision and for the NMPRC to take action on any remanded issues is extended.

PNM continues to believe that the disallowed investments, which are the subject of PNM’s appeal, were prudent and that PNM is entitled to full recovery of those investments through the ratemaking process. Although PNM believes it is reasonably possible that its appeals will be successful, it cannot predict what decision the NM Supreme Court will reach or what further actions the NMPRC will take on any issues remanded to it by the court. If PNM’s appeal is unsuccessful, PNM would record further pre-tax losses related to the capitalized costs for any unsuccessful issues. The impacts of not recovering future contributions for decommissioning would be recognized in future periods reflecting that rates charged to customers would not recover those costs as they are incurred. The amounts of any such losses to be recorded would depend on the ultimate outcome of the appeal and NMPRC process, as well as the actual amounts reflected on PNM books at the time of the resolution. However, based on the book values recorded by PNM as of December 31, 2018, such losses couldRevised Order include:


The remaining costs to acquire the assets previously leased under three leases aggregating 64.1 MW of PVNGS Unit 2 capacity in excess of the recovery permitted under the NMPRC’s order; the net book value of such excess amount was $73.3 million, after considering the losses recorded to date
The undepreciated costs of capitalized improvements made during the period the 64.1 MW of capacity in PVNGS Unit 2 purchased by PNM in January 2016 was being leased by PNM; the net book value of these improvements was $38.0 million, after considering the losses recorded to date
The remaining costs to convert SJGS Units 1 and 4 to BDT; the net book value of these assets was $50.0 million, after considering the losses recorded to date

Although PNM does not believe that the likelihood of the cross-appeals being successful is probable, it is unable to predict what decision the NM Supreme Court will reach. If the NM Supreme Court were to overturn all of the issues subject to the cross-appeals and, upon remand, the NMPRC did not provide any cost recovery of those items, PNM would write-off all of the costs to acquire the assets previously leased under three leases, aggregating 64.1 MW of PVNGS Unit 2 capacity, totaling $146.1 million (which amount includes $73.3 million that is the subject of PNM’s appeal discussed above) at December 31, 2018, after considering the losses recorded to date. The impacts of not recovering costs for the lease extensions, new coal supply contract for Four Corners,

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December 31, 2018, 2017 and 2016

and “prepaid pension asset” in rate base would be recognized in future periods reflecting that rates charged to customers would not recover those costs as they are incurred. The outcomes of the cross-appeals regarding the FPPAC and rate design should not have a financial impact to PNM.

PNM is unable to predict the outcome of this matter.

New Mexico 2016 General Rate Case (“NM 2016 Rate Case”)

On December 7, 2016, PNM filed an application with the NMPRC for a general increase in retail electric rates. PNM did not include any of the costs disallowed in the NM 2015 Rate Case that are at issue in its pending appeal to the NM Supreme Court. Key aspects of PNM’s request were:

An increase in base non-fuel revenues of $99.2totaling $10.3 million,
Based on which includes a FTY beginning January 1, 2018 (the NMPRC’s rules specify that a FTY is a 12 month period beginning upreduction to 13 months afterreflect the filing of a rate case application)
ROE of 10.125%
Drivers of revenue deficiency
Implementation of the modifications in PNM’s resource portfolio, which were previously approved by the NMPRC as part of the SJGS regional haze compliance plan (Note 16)
Infrastructure investments, including environmental upgrades at Four Corners
Declines in forecasted energy sales due to successful energy efficiency programs and other economic factors
Updates in the FERC/retail jurisdictional allocations
Proposed changes to rate design to establish fair and equitable pricing across rate classes and to better align cost recovery with cost causation
Increased customer and demand charges
A “lost contribution to fixed cost” mechanism applicable to residential and small commercial customers to address the regulatory disincentive associated with PNM’s energy efficiency programs

The NMPRC scheduled a public hearing to begin on June 5, 2017, ordered that a settlement conference be held, and that any resulting stipulation should be filed by March 27, 2017. Settlement discussions were held, but no agreements were reached by March 27, 2017, after which the date for filing a stipulation was extended. In early May 2017, PNM and thirteen intervenors (the “Signatories”) entered into a comprehensive stipulation. On May 12, 2017, the Hearing Examiners issued an order rejecting the stipulation in its then current form but allowed the Signatories to revise the stipulation. On May 23, 2017, the Signatories filed a revised stipulation that addressed the issues raised by the Hearing Examiners. NEE was the sole party opposing the revised stipulation. The termsimpact of the revised stipulation, which required NMPRC approvaldecrease in orderthe federal corporate income tax rate and updates to take effect, included:PNM’s cost of debt (aggregating an estimated $47.6 million annually)

A revenue increase totaling $62.3 million, with an initial increase of $32.3 million beginning January 1, 2018 and the remaining increase beginning January 1, 2019
A ROE of 9.575%
Full recoveryReturning to customers over a three-year period the benefit of the reduction in the New Mexico corporate income tax rate to the extent attributable to PNM’s investment in SCRsretail operations (Note 18)
Disallowing PNM’s ability to collect an equity return on certain investments aggregating $148.1 million at Four Corners, but allowing recovery with a debt-only return
An agreement to not implement non-fuel base rate changes, other than changes related to PNM’s rate riders, with an effective date prior to January 1, 2020
An agreementA requirement to adjust the January 2019 increase for certain changes in federal corporate tax laws enacted prior to November 1, 2018 and effective and applicable to PNM by January 1, 2019 and to true-up PNM’s cost of debt for refinancing transactions through 2018
Returning to customers over a three-year period the benefit of the reduction in the New Mexico corporate income tax rate (Note 18) to the extent attributable to PNM’s retail operations
PNM would withdraw its proposal for a “lost contribution to fixed cost” mechanism with the issue to be addressed in a future docket
PNM would perform a cost benefit analysis in its 2020 IRP of the impact of a possible early exit from Four Corners in 2024 and 2028


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December 31, 2018, 2017 and 2016

A hearing on the revised stipulation was held in August 2017. On October 31, 2017, the Hearing Examiners issued a Certification of Stipulation recommending a Modified Revised Stipulation. The significant changes to the revised stipulation in the Hearing Examiners’ Modified Revised Stipulation included:

Identifying PNM’s decision to continue its participation in Four Corners as imprudent
Disallowing PNM’s ability to collect a debt or equity return on its $90.1 million investment in SCRs at Four Corners and on $58.0 million of projected capital improvements during the period July 1, 2016 through December 31, 2018
Recommending a temporary disallowance of $36.8 million of PNM’s projected capital improvements at SJGS through December 31, 2018

On December 20, 2017, the NMPRC issued anOrder Partially Adopting Certification of Stipulation, which approved the Hearing Examiners’ Certification of Stipulation with certain changes. Substantive changes from the Certification of Stipulation included requiring the impacts of changes related to the reduction in the federal corporate income tax rate be implemented effective January 1, 2018 rather than January 1, 2019 and deferring further consideration regardingconsider the prudency of PNM’s decision to continue its participation in Four Corners to a future proceeding.

On December 28, 2017, PNM filed a Motion for Rehearing and Request for Oral Argumentasking the NMPRC to vacate their December 20, 2017 order and allow the parties to present oral argument. Additionally, several Signatories to the revised stipulation filed a Joint Motion for Partial Rehearing asking that the NMPRC approve the revised stipulation without modification. On January 2, 2018, NEE filed a response urging the NMPRC to reject PNM’s Motion.

On January 3, 2018, the NMPRC vacated its December 20, 2017 order and granted the motions for rehearing. The rehearing was held on January 10, 2018.

The NMPRC issued a Revised Order Partially Adopting Certification of Stipulation dated January 10, 2018 (the “Revised Order”). The Revised Order approved the Hearing Examiners’ Certification of Stipulation with certain changes including:

Requiring the impacts of changes related to the reduction in the federal corporate income tax rate and PNM’s cost of debt (aggregating an estimated $47.6 million annually) be implemented in 2018 rather than January 1, 2019
Deferring further consideration regarding the prudency of PNM’s decision to continue its participation in Four Corners to PNM’s next general rate case filing
Disallowing PNM’s ability to collect an equity return on its $90.1 million investment in SCRs at Four Corners and on $58.0 million of projected capital improvements during
In accordance with the period July 1, 2016 through December 31, 2018, but allowed recovery of the total $148.1 million of investments with a debt-only return
Requiring PNM to reduce the requested $62.3 million increase in non-fuel revenue by $9.1 million
Implementation of the first phase of the rate increase for services rendered, rather than bills sent, beginning February 1, 2018 and of the second phase for services rendered beginning January 1, 2019

On January 16, 2018, PNM requested clarifying changes to the Revised Order to adjust the $9.1 million reduction to $4.4 million, asserting that $4.7 million of the reduction was duplicative. On January 17, 2018, the NMPRC issued an order approving the adjustment requested by PNM. On January 19, 2018, PNMsettlement agreement and the Signatories filed a joint notice of acceptance of the Revised Order, as amended. On January 31, 2018, the NMPRC issued an order closing the docket in the NM 2016 Rate Case. After implementation of changes to the federal corporate income tax rate and cost of debt, theNMPRC’s final order, results in a net increase to PNM’s non-fuel revenue requirement of $10.3 million. PNM implemented 50% of the approved increase for service rendered beginning February 1, 2018 and implemented the rest of the increase for service rendered beginning January 1, 2019.


GAAP required PNMOn December 29, 2020, Sierra Club filed a motion asking the NMPRC to recognizere-open the NM 2016 Rate Case for the limited purpose of conducting a loss to reflectprudence review of certain Four Corners investments that PNM will not earn an equity return on $148.1 million of investmentswere deferred at Four Corners. As of December 31, 2017, PNM recorded a pre-tax regulatory disallowance of $27.9 million. The amountthe conclusion of the loss was calculated by determiningcase. In the present value of disallowed cash flows, which equalsalternative, Sierra Club requested that the difference betweenNMPRC order that the cash flows resulting from recovery of those investments at PNM’s embedded cost of debt anddeferred prudence review be conducted in the cash flows with a full returnFour Corners Abandonment Application, filed on investment (including an equity component), and discounting the differences at PNM’s WACC.

January 8, 2021. On February 7, 2018, NEE filed a notice of appeal with10, 2021, the NMPRC rejected Sierra Club’s motion to re-open the NM Supreme Court asking2016 Rate Case and stated that issues on whether the court to reviewterms of the NMPRC’s decisionsETA provide an opportunity for consideration of prudence for Four Corners undepreciated investments included in a financing order or what effects the rates approved in the NM 2016 Rate Case. On March 7, 2018, NEE filed its statement of issues withCase may have on determining energy transition cost should be considered in the NM Supreme Court requesting,

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December 31, 2018, 2017 and 2016

among other things, that the NMPRC be required to identify PNM’s decision to continue its participation in Four Corners as imprudentAbandonment Application. See discussion regarding PNM’s Four Corners Abandonment Application discussed below.

Renewable Energy Portfolio Standard

As discussed in Note 16, the ETA, enacted on June 14, 2019 amends the REA including removal of diversity requirements and to deny any recovery related to PNM’s $148.1 million investments in that facility. NEE’s Brief in Chief was filed on July 16, 2018certain customer caps and PNM’s Answer Brief was filed on October 12, 2018. Several partiesexemptions relating to the case intervened in the appeal as intervenor-appellees in supportapplication of the NMPRC’s final decisions inRPS under the Revised Order. On November 15, 2018, NEE filed an unopposed motion to withdraw its appeal, which was granted by the NM Supreme Court. On December 3, 2018, the NM Supreme Court issued its order of dismissal and remanded the matter to the NMPRC.REA.

Investigation/Rulemaking Concerning NMPRC Ratemaking Policies

On March 22, 2017, the NMPRC issued an order opening an investigation and rulemaking to simplify and increase “the transparency of NMPRC rate cases by reducing the number of issues litigated in rate cases,” and provide a “more level playing field among intervenors and NMPRC staff on the one hand, and the utilities on the other.” The order posed the following questions: whether a standardized method should be established for determining ROE; should the ROE be subject to reward or penalty based on utilities meeting or failing to meet certain metrics, which could include customer complaints, outages, peak demand reductions, and RPS and energy efficiency compliance; whether recovery of utility rate case expenses should be limited to 50% unless the case is settled; whether intervenors should be allowed to recover their expenses if the NMPRC accepts their position; whether parties should have access to software used by utilities to support their positions; and how regulatory assets should be authorized and recovered. Initial comments were filed in July 2017 and several public workshops have been held. PNM cannot predict the outcome of this proceeding.

Renewable Portfolio Standard
The REA establishes a mandatory RPS requiring a utility to acquire a renewable energy portfolio equal to 10% of retail electric sales by 2011, 15% by 2015, and 20% by 2020. PNM files annual renewable energy procurement plans for approval by the NMPRC. The NMPRC requires renewable energy portfolios to be “fully diversified.” The current diversity requirements, which are subject to the limitation of the RCT, are minimums of 30% wind, 20% solar, 3% distributed generation, and 5% other.
The REA provides for streamlined proceedings for approval of utilities’ renewable energy procurement plans, assures that utilities recover costs incurred consistent with approved procurement plans, and requires the NMPRC to establish a RCT for the procurement of renewable resources to prevent excessive costs being added to rates. Currently, theThe ETA sets a RCT is set at 3%of customers’$60 per MWh using an average annual electric charges.levelized resource cost basis. PNM makes renewable procurements consistent with the NMPRC approved plans. PNMplans and recovers certain renewable procurement costs from customers through the renewable energy rider billed on a rate rider. See Renewable Energy Rider below.per KWh basis.

Included in PNM’s approved procurement plans are the following renewable energy resources:
157158 MW of PNM-owned solar-PV facilities including 50 MW of PNM-owned solar-PV facilities approved by the NMPRC in PNM’s 2018 renewable energy procurement plan which are currently under construction
A PPA through 2044 for the output of New Mexico Wind, having a current aggregate capacity of 204200 MW, and a PPA through 2035 for the output of Red Mesa Wind, having an aggregate capacity of 102 MW
A PPA through 2040 for 140 MW of output from La Joya Wind II
A PPA through 2042 for the output of the Lightning Dock Geothermal facility; the geothermal facility began providing power to PNM in January 2014; thewith a current capacity of the facility is 1511 MW
Solar distributed generation, aggregating 100.6201.2 MW at December 31, 2018,2021, owned by customers or third parties from whom PNM purchases any net excess output and RECs
Solar and wind RECs as needed to meet the RPS requirements

On June 3, 2019, PNM filed its 20162020 renewable energy procurement plan. The plan requested approval of a 20-year PPA to purchase 140 MW of renewable energy and RECs from La Joya Wind II. PNM’s 2020 renewable energy procurement plan on June 1, 2015. The planrequested a variance from the RPS for 2020 and proposed the shortfall be met RPS and diversity requirements withinwith excess RECs available under the RCTLa Joya Wind II PPA in 2016 and 2017 using existing resources and did not propose any significant new procurements. The NMPRC approved2021. PNM also submitted proposed adjustments to the plan in November 2015, and, after granting a rehearing motion to consider issues regarding the rate treatment of certain customers eligiblecurrent FPPAC methodology for a cap on, or an exemption from, RPS procurement, the NMPRC again approved the plan in an order issued on February 3, 2016. The NMPRC deferred issues related to capped and exempt customers to PNM’s NM 2015 Rate Case and to a new case, which the NMPRC subsequently initiated through issuance of an order to show cause. The NM 2015 Rate Case and show cause proceeding were to examine whether PNM miscalculated the FPPAC factor and base fuel costs in its treatment of renewable energy costs and application of the renewable procurement cost caps and exemptions. The show cause proceeding was stayed pending the outcome of the NM 2015 Rate Case. The September 28, 2016 order in the NM 2015 Rate Case directed that the cost of New Mexico Wind be recovered through PNM’s renewable rider, rather than the FPPAC, and ordered certain othernon-renewable

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December 31, 2018, 20172021, 2020 and 20162019

modifications regardingfuel allocations to reflect the accounting forETA’s removal of certain customer cost caps associated with the RPS and requested that the fuel clause year be reset to correspond to the January 1 reset date under the renewable energy in PNM’s FPPAC. These modifications do not affectrider. On December 2, 2019, the amount of fuel and purchased power or renewable costs that PNM collects. No action has been takenhearing examiner issued a recommended decision in the show cause proceeding and PNM cannot predict its outcome.

PNM filed its 2017case recommending approval of PNM’s 2020 renewable energy procurement plan onincluding La Joya Wind II. On January 29, 2020, the NMPRC accepted the hearing examiner’s recommended decision and approved PNM’s 2020 renewable energy procurement plan, effective February 1, 2020.

On June 1, 2016.2020, PNM filed its 2021 renewable energy procurement plan. In the plan, PNM proposed to collect a revenue requirement of approximately $67.8 million through the renewable energy rider, including recovery of a regulatory asset of $2.3 million for costs of administering PNM's Sky Blue voluntary renewable energy program that PNM has not been able to collect from Sky Blue participants. The plan met RPS and diversity requirements for 2017 and 2018 using existing resources andSky Blue regulatory asset of $2.3 million included carrying charges of 8.64% totaling approximately $0.7 million. PNM did not propose any significant new procurements.procurements in the plan. On November 18, 2020 the NMPRC issued a final order approving the 2021 renewable energy procurement plan and recovery of $65.5 million through the rider in 2021, which reflected the NMPRC’s rejection of PNM’s request to recover the $2.3 million Sky Blue regulatory asset in 2021, effective January 1, 2021. The NMPRC denied PNM’s request to recover the regulatory asset, in part, because PNM projecteddid not adequately account for the renewable energy certificates associated with the regulatory asset. The NMPRC indicated that it will initiate a separate proceeding on the subject of whether the Sky Blue program should continue in its plan would slightly exceedcurrent form, be modified, or be terminated. The NMPRC also placed conditions on PNM’s ability to recover the RCTSky Blue regulatory asset from all customers, rather than from program participants, in 2017a future proceeding, including that the carrying charge associated with the regulatory asset be reduced from 8.64% to 4% and wouldthat PNM be within the RCT in 2018. PNM requested a varianceprohibited from collecting carrying charges from the RCTdate of the final order. However, PNM is permitted to seek recovery of carrying charges for the full 8.64% through the current Sky Blue program.

On June 1, 2021 PNM filed its 2022 renewable energy procurement plan which proposed to collect $66.9 million for the year. PNM did not propose any new procurements in 2017the plan, but proposed to retire a small number of RECs in 2022 from resources that had not been previously approved as part of the extent theRPS plan. The NMPRC determinedassigned this matter to a variance was necessary. A publichearing examiner and a hearing was held on September 26, 2016.30, 2021. On October 21, 2016,15, 2021, NMPRC Staff and PNM jointly filed the Hearing Examinerpost-hearing brief stating that pending issues to the case had been resolved with PNM agreeing to certain compliance provisions. On October 30, 2021 the hearing examiner issued a recommended decision recommending that the plan be approved as filed and also found that a variance from the RCT was not required. The NMPRC approved the recommended decision on November 23, 2016.

On June 1, 2017, PNM filed its 2018 renewable energy procurement plan. PNM requested approval to procure an additional 80 GWh in 2019 and 105 GWh in 2020 from a re-powering of New Mexico Wind; approval to procure an additional 55 GWh in 2019 and 77 GWh in 2020 from a re-powering of Lightning Dock Geothermal; approval to procure 50 MW of new solar facilities to be constructed beginning in 2018, and continuation of customer REC purchase programs and other purchases of RECs to ensure annual compliance with the RPS. PNM’s proposed procurement costs for 2018 and 2019 will be within the RCT. The plan also sought a variance from the “other” diversity category in 2018 due to a revised production forecast of the Lightning Dock Geothermal facility in 2018. A public hearing on the application was held in September 2017. On October 17, 2017, the Hearing Examiner issued a recommended decision that PNM’s 2018 renewable energy procurement plan be approved by the NMPRC, except for the re-powering of Lightning Dock Geothermal and PNM’s request to procure 50 MW of new solar facilities. The Hearing Examiner recommended that the PPA for the output of energy from Lightning Dock Geothermal be terminated effective January 1, 2018. The Hearing Examiner also recommended that PNM be required to issue another all-renewables RFP allowing developers to utilize PNM-owned sites to construct facilities, the output from which facilities would be sold to PNM through PPAs. PNM filed exceptions contesting the Hearing Examiner’s proposals.filing. On November 15, 2017,17, 2021 the NMPRC issued ana final order approving PNM’s plan and rejectingadopting the Hearing Examiner’s recommendations. On November 29, 2017, NMIEC filed an appeal with the NM Supreme Court objecting to the fuel allocation methodology. On December 14, 2017, NEE filed a motion to intervene and cross-appeal objecting to the approval of the 50 MW of new solar facilities. On December 18, 2017, PNM filed a motion to intervene, which was granted. NMIEC filed a motion for a partial stay of the NMPRC order, which was denied. Briefing on NMIEC’s appeal of the fuel allocation methodology is complete. On June 20, 2018, NEE filed its Brief in Chief with the NM Supreme Court stating, among other things, that PNM’s process favored ownership of the 50 MW solar facilities compared to PPAs. PNM and the NMPRC each filed Answer Briefs on September 4, 2018 stating there is substantial evidence in the case record to support the NMPRC’s decision and that PNM’s RFP process was reasonable, complied with RPS requirements, and consistent with industry standards. NEE’s Reply Brief was filed on October 15, 2018. PNM cannot predict the outcome of this matter.

On June 1, 2018, PNM filed its 2019 renewable energy procurement plan.recommended decision. The plan meets RPS and diversity requirements for 2019 and 2020 using resources already approved by the NMPRC and did not propose any significant new procurements. PNM projects that the plan will be within the RCT in 2019 and will slightly exceed the RCT in 2020. Public hearings were held on the case in September and October 2018. On October 29, 2018, PNM and NMPRC staff filed a joint proposed recommended decision requesting the NMPRC accept PNM’s 2019 renewable energy procurement plan filing. The joint proposed recommended decision includes a requirement for PNM to periodically, or for certain events, inform the NMPRC of matters related to PNM’s PPA with Lightning Dock Geothermal. The NMPRC approved PNM’s 2019 renewable energy procurement plan on November 28, 2018.
Renewable Energy Rider
The NMPRC has authorized PNM to recover certain renewable procurement costs through a rate rider billed on a per KWh basis. In PNM’s NM 2015 Rate Case, the NMPRC authorized continuation of the renewable rider. PNM recorded revenues from the rider of $41.4 million, $45.2 million, and $42.0 million in 2018, 2017, and 2016. Beginning in 2017, the cost of energy from New Mexico Wind is being recovered through the renewable rider, rather than through the FPPAC, in compliance with the NMPRC’s order in PNM’s NM 2015 Rate Case. The 20182022 renewable energy procurement plan became effective on January 1, 2018. In its 20192022.

The following sets forth PNM’s revenues recorded for the renewable energy procurement plan case, which was approved by the NMPRC on November 28, 2018, PNM proposed to collect $49.6 million.rider:


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December 31, 2018, 2017 and 2016

Year EndedAnnual Revenues
(In millions)
2019$52.0
202056.4
202161.7
Under the renewable rider, if PNM’s earned rate of return on jurisdictional equity in a calendar year, adjusted for weather and other items not representative of normal operations, exceeds the NMPRC-approved rate by 0.5%, PNM is required to refund the excess to customers during May through December of the following year. Preliminary calculations indicate PNM did not exceed such limitation in 2018.2020 and does not expect to exceed the limitation in 2021. The NMPRC currently has an open inquiry docket into the continued use of renewable riders by New Mexico utilities. PNM is unable to predict the outcome of the NMPRC’s inquiry.
Energy Efficiency and Load Management
Program Costs and Incentives/Disincentives


The New Mexico Efficient Use of Energy Act (“EUEA”) requires public utilities to achieve specified levels of energy savings and to obtain NMPRC approval to implement energy efficiency and load management programs. The EUEA requires the NMPRC to remove utility disincentives to implementing energy efficiency and load management programs and to provide incentives for such programs. The NMPRC has adopted a rule to implement this act. The EUEA sets an annual program budget equal to 3% of an electric utility’s annual revenue. PNM’s costs to implement approved programs and incentives are recovered through a rate rider.

On April 15, 2016, PNM filed an application During the 2019 New Mexico legislative session, the EUEA was amended to, among other things, include a decoupling mechanism for energy efficiency and load management programsdisincentives, preclude a reduction to be offered in 2017. The proposed program portfolio consisted of ten programs with a total budget of $28.0 million. The application also soughtutility’s ROE based on approval of andisincentive or incentive of $2.4 million based on targeted savings of 75 GWh. The actual incentive would be based on actual savings achieved. On January 11, 2017, the NMPRC approved an unopposed stipulation that established a method to ensure that funding of PNM’s energy efficiency program is equal to 3% of retail revenues, with an estimated 2017 energy efficiency funding level of $26.0 million, and approved a sliding scale profit incentive with a base level of 7.1% of program costs, equal to $1.8 million, if PNM achieves a minimum proscribed level ofmechanisms, establish energy savings increasing to a maximum of 9.0% depending on actual energy savings achieved abovetargets for the minimum. On April 13, 2018, PNM filed its reconciliation of 2017 program costs and incentives, which indicated the incentive earned in 2017 is $2.3 million. The reconciliation filing and related incentive were accepted on May 23, 2018.period 2021 through 2025,

On April 14, 2017, PNM filed an application for energy efficiency and load management programs to be offered in 2018. The proposed program portfolio consists of a continuation of the ten programs approved in the 2016 application with a total budget of $25.1 million. The application also sought approval of a sliding scale incentive with a base incentive of $1.9 million if PNM is able to achieve savings of 53 GWh in 2018. As proposed, PNM would have earned an incentive of $2.1 million based on targeted savings of 70 GWh. The actual incentive would be based on actual savings achieved. PNM proposed to continue the same ten programs and a similar incentive mechanism in 2019, with a proposed budget of $28.2 million and a base level incentive of $2.1 million. On July 26, 2017, PNM, NMPRC staff, and other parties filed a stipulation that would resolve all issues in the case if approved by the NMPRC. Under the settlement, all of PNM’s proposed programs would be approved with limited modifications and PNM’s base level incentive would be $1.7 million and could earn an incentive of up to $1.9 million based on savings of 69 GWh in 2018. The settlement also established a base level incentive for PNM of $1.8 million with the opportunity to earn up to $2.7 million in 2019, and required PNM to make a filing in 2019 to address incentives to be earned in 2020. A public hearing was held in September 2017. On November 8, 2017, the Hearing Examiner issued a Certification of Stipulation recommending approval of the stipulation with various modifications, including adoption of a discount rate equal to the tax-adjusted WACC of 9.59% rather than the 7.71% proposed in the stipulation and modifying the program budgets to $23.6 million for 2018 and $24.9 million for 2019. On January 31, 2018, the NMPRC issued an order that largely accepted the certification with certain exceptions concerning the measurement and verification of the approved load management programs.

Energy Efficiency Rulemaking

In July 2012, the NMPRC opened an energy efficiency rulemaking docket to potentially address decoupling and incentives. Workshops to develop a proposed rule have been held, but no order proposing a rule has been issued. PNM is unable to predict the outcome of this matter.
On January 25, 2017, the NMPRC opened another energy efficiency rulemaking docket to consider whether applications for approval of energy efficiency and load management programs should be filed every two years rather than annually. On June 21, 2017, the NMPRC issued an order that modifies the filing frequency for utility energy efficiency plans to every three years.

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and require that annual program funding be 3% to 5% of an electric utility’s annual customer bills excluding gross receipt taxes, franchise and right-of-way access fees, provided that a customer’s annual cost not exceed seventy-five thousand dollars.

In 2019, PNM submitted a filing to address incentives to be earned in 2020. PNM’s proposed incentive mechanism was similar to that approved for 2018 and 2019 with minor modifications to reflect input from interested parties. The proposed incentive mechanism includes a base incentive of 7.1% of program costs, or approximately $1.8 million, based on savings of 59 GWh in 2020 with a sliding scale that provides for additional incentive if savings exceed 68 GWh. No hearings were considered necessary and PNM’s 2020 energy efficiency rider reflecting the 2020 incentive became effective beginning December 30, 2019. On April 15, 2021, PNM filed its 2020 Energy Efficiency Annual Report which reconciles the actual 2020 profit incentive collections with the profit incentive authorized by the NMPRC resulting in an additional $0.8 million incentive collected during the remainder of 2021. The additional incentive was authorized for 2020 because annual energy savings for the year exceeded 87 GWh and was the maximum level of profit incentive allowed under the approved mechanism. PNM began collecting the additional incentive effective May 27, 2021.
On June 21, 2017, the NMPRC also issued a new notice of proposed rulemaking to consider possible changes affecting a utility’s ability to modify NMPRC approved funding levels by up to 10% between energy efficiency program applications. This rulemaking is in response to consensus changes proposed by parties in the January 25, 2017 rulemaking. On September 13, 2017, the NMPRC approved the proposed rule. Under the new rule, PNM’s nextApril 15, 2020, PNM filed an application for energy efficiency and load management programs will be made in 2020 for programs to be offered beginning in 2021. As discussed below,2021, 2022, and 2023. The proposed program portfolio consists of twelve programs with a total annual budget of $31.4 million in 2021, $31.0 million in 2022, and $29.6 million in 2023. The application also sought approval of an annual base incentive of 7.1% of the portfolio budget if PNM were to achieve energy savings of at least 80 GWh in a year. The proposed incentive would increase if PNM is able to achieve savings greater than 80 GWh in a year. The application also proposed an advanced metering infrastructure (“AMI”) pilot program, which included the installation of 5,000 AMI meters at a cost of $2.9 million. PNM proposed the pilot program to comply with an NMPRC order denying PNM’s nextFebruary 2016 application to replace its existing customer metering equipment with AMI. PNM did not recommend the AMI pilot program due to the limited benefits that are cost-effective under a pilot structure. On September 17, 2020, the hearing examiner in the case issued a recommended decision recommending that PNM's proposed energy efficiency application will include a proposal to implementand load management program be approved, with the exception of the proposed AMI pilot program. On October 28, 2020 the NMPRC issued an Advanced Metering Infrastructure pilot project.order adopting the recommended decision in its entirety.


2020 Decoupling Petition for Energy Efficiency Disincentive


As discussed above, PNM’s application in the NM 2016 Rate Case had requestedlegislature amended the EUEA to, among other things, include a “lost contribution to fixed cost”decoupling mechanism to address the disincentives associated with PNM’s energy efficiency programs. In the revised stipulation to that case, PNM agreed to withdraw its proposal for such a mechanism and to address energy efficiency disincentives in a future docket.disincentives. On March 2, 2018,May 28, 2020, PNM filed a petition proposingfor approval of a “lost contributionrate adjustment mechanism that would decouple the rates of its residential and small power rate classes. Decoupling is a rate design principle that severs the link between the recovery of fixed costs of the utility through volumetric charges. PNM proposed to fixedrecord the difference between the annual revenue per customer derived from the cost mechanism” with substantially the same terms as those proposedof service approved in the NM 20162015 Rate Case application.and the annual revenue per customer actually recovered from the rate classes beginning on January 1, 2021. If approved, PNM would collect the difference from customers if the revenue per customer from the NM 2015 Rate Case exceeds the actual revenue recovered, or return the difference to customers if the actual revenue per customer recovered exceeds the revenue per customer from the NM 2015 Rate Case. On July 13, 2020, NEE, ABCWUA, the City of Albuquerque, and Bernalillo County filed motions to dismiss the petition on the grounds that approving PNM’s proposed rate adjustment mechanism outside of a general rate case would result in retroactive ratemaking and piecemeal ratemaking. The Hearing Examiner issued a proceduralmotions to dismiss also allege that PNM’s proposed rate adjustment mechanism is inconsistent with the EUEA. Responses to the motions to dismiss were filed on August 7, 2020. On September 16, 2020, ABCWUA, Bernalillo County, CCAE, the City of Albuquerque, NEE, NMAG, NMPRC Staff (“Staff”), and WRA filed testimony. CCAE and WRA supported PNM's petition, but recommended that the rate adjustment mechanism not take effect until new rates are approved in PNM's next general rate case. The other parties filing testimony opposed PNM's petition. On October 2, 2020, PNM requested an order that included ato vacate the public hearing, scheduled to begin onOctober 13, 2020, and staying the proceeding until the NMPRC decides whether to entertain a petition to issue a declaratory order resolving the issues raised in the motions to dismiss. On October 7, 2020, the hearing examiner approved PNM's request to stay the proceeding and vacate the public hearing and required PNM to file a petition for declaratory order by October 30, 2018. Subsequently, the Hearing Examiner extended the deadline to file response testimony until December 19, 2018 and vacated the hearing schedule.2020. On December 19, 2018, the Hearing Examiner approved a joint motion filed by PNM and other parties in the case to hold the proceedings in abeyance until mid-March 2019. The procedural schedule is to be reestablished at a future date. PNM cannot predict the outcome of this matter.

FPPAC Continuation Application
NMPRC rules require public utilities to file an application to continue using their FPPAC every four years. On April 23, 2018,October 30, 2020, PNM filed the required continuation application and requested that its FPPAC be continued without modification. On June 20, 2018, the NMPRC approved PNM’s continuation application.

Integrated Resource Plans
NMPRC rules require that investor owned utilities file an IRP every three years. The IRP is required to cover a 20-year planning period and contain an action plan covering the first four years of that period.
2014 IRP
PNM filed its 2014 IRP on July 1, 2014. The four-year action plan was consistent with the replacement resources identified in PNM’s application to retire SJGS Units 2 and 3. On July 31, 2014, several parties requestedpetition for declaratory order asking the NMPRC to not acceptissue an order finding that full revenue decoupling is authorized by the 2014 IRP as compliant withEUEA. On November 4, 2020, ABCWUA and Bernalillo County jointly filed a competing petition asking the NMPRC rule because to do so could affectissue a declaratory order on the then pending proceeding on PNM’s applicationEUEA’s requirements related to abandon SJGS Units 2 and 3 and for CCNs for certain replacement resources (Note 16) and because they asserteddisincentives.On November 24, 2020, the NMAG requested that the 2014 IRP did not conform toNMPRC deny both petitions for declaratory orders and instead address disincentives under the NMPRC’s IRP rule. TheEUEA in a rulemaking. On March 17, 2021, the NMPRC issued an order in August 2014granting the petitions for declaratory order, commencing a declaratory order proceeding to address the petitions, denying the NMAG’s request to initiate a rulemaking, and appointing a hearing examiner to preside over the declaratory order proceeding. Initial briefs were filed on June 7, 2021 and response briefs were filed on June 28, 2021. Oral arguments were made on July 15, 2021. On January 14, 2022, the hearing examiner issued a recommended decision recommending the NMPRC find that docketedthe EUEA does not mandate the NMPRC to authorize or approve a casefull decoupling mechanism, defining full decoupling as limited to determine whether the 2014 IRP complied with applicable NMPRC rules.energy efficiency and load management measures and programs. The orderrecommended decision also held the case in abeyance pending the issuance of final, non-appealable orders in PNM’s 2015 renewable energy procurement plan case and its application to retire SJGS Units 2 and 3. The order regarding PNM’s application to abandon SJGS Units 2 and 3 as described in Note 16 states that the NMPRC will issue a Noticeutility may request approval of Proposed Dismissal in the 2014 IRP docket. On May 4, 2016, the NMPRC issued the Notice of Proposed Dismissal, stating that the docket would be closed with prejudice within thirty days unless good cause was shown why the docket should remain open. On May 31, 2016, NEE filed a requestrate adjustment mechanism to hold the protests filed against PNM’s 2014 IRP in abeyance or to dismiss those protests without prejudice. PNM responded on June 13, 2016 and requested that the NMPRC dismiss the case with prejudice. The NMPRC has not yet acted on its Notice of Proposed Dismissal or the request filed on May 31, 2016. PNM cannot predict the outcome of this matter.remove regulatory
2017 IRP
PNM filed its 2017 IRP on July 3, 2017. The 2017 IRP addresses the 20-year planning period, from 2017 through 2036 and includes an action plan describing PNM’s plan to implement the 2017 IRP in the four-year period following its filing. The 2017 IRP analyzed several scenarios utilizing assumptions that PNM continues service from its SJGS capacity beyond mid-2022 and that PNM retires its capacity after mid-2022. Key findings of the 2017 IRP include:


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December 31, 2018, 20172021, 2020 and 20162019

disincentives to energy efficiency and load management measures and programs through a stand-alone petition, as part of the utility’s triennial energy efficiency application or a general rate case and that PNM is not otherwise precluded from petitioning for a rate adjustment mechanism prior to its next general rate case. Finally, the recommended decision stated that the EUEA does not permit the NMPRC to reduce a utility’s ROE based on approval of a disincentive removal mechanism founded on removing regulatory disincentives to energy efficiency and load management measures and programs. The recommended decision does not specifically prohibit a downward adjustment to a utility’s capital structure, based on approval of a disincentive removal mechanism. On January 27, 2022, PNM filed exceptions to the recommended decision and response exceptions were filed on February 4, 2022. PNM cannot predict the outcome of this matter.
Retiring
Integrated Resource Plans
NMPRC rules require that investor-owned utilities file an IRP every three years. The IRP is required to cover a 20-year planning period and contain an action plan covering the first four years of that period.
2020 IRP

NMPRC rules required PNM to file its 2020 IRP in July 2020. On March 16, 2020, PNM filed a motion to extend the deadline to file its 2020 IRP to six months after the NMPRC issues a final order approving a replacement resource portfolio and closes the docket in the bifurcated SJGS Abandonment Application and replacement resource proceedings. On April 8, 2020, the NMPRC approved PNM’s motion to extend the deadline to file its 2020 IRP as requested. On January 29, 2021, PNM filed its 2020 IRP addressing the 20-year planning period, from 2020 through 2040. The plan focuses on a carbon-free electricity portfolio by 2040 that would eliminate coal at the end of 2024. This includes replacing the power from San Juan with a mix of approved carbon-free resources and the plan to exit Four Corners at the end of 2024. The plan highlights the need for additional investments in a diverse set of resources, including renewables to supply carbon-free power, energy storage to balance supply and demand, and efficiency and other demand-side resources to mitigate load growth. On May 24, 2021, the hearing examiner issued a procedural schedule and required PNM, upon request, to provide modeling data and assumptions to parties within two weeks. Additionally, PNM was required upon request, to run modeling or provide reasonable access to PNM virtual machines at PNM's expense. The alternative modeling deadline concluded on August 30, 2021 and Staff's recommendation was filed on November 12, 2021. The recommendation found that PNM has met the requirements of the IRP rule, but not the requirements of the NM 2016 Rate Case.
Abandonment Applications made under the ETA

As discussed in Note 16, the ETA sets a statewide standard that requires investor-owned electric utilities to have specified percentages of their electric-generating portfolios be from renewable and zero-carbon generating resources. The ETA also provides for a transition from fossil-fuel generation resources to renewable and other carbon-free resources through certain provisions relating to the abandonment of coal-fired generating facilities. These provisions include the use of energy transition bonds, which are designed to be highly rated bonds that can be issued to finance certain costs of abandoning coal-fired facilities that are retired prior to January 1, 2023, for facilities operated by a “qualifying utility,” or prior to January 1, 2032, for facilities that are not operated by the qualifying utility.

SJGS Abandonment Application

On January 30, 2019, the NMPRC issued an order initiating a proceeding and requiring PNM to submit an application for the abandonment of PNM’s share of SJGS by March 1, 2019. On July 1, 2019, PNM filed a Consolidated Application for the Abandonment and Replacement of SJGS and Related Securitized Financing Pursuant to the ETA (the “SJGS Abandonment Application”). The SJGS Abandonment Application sought NMPRC approval to retire PNM’s share of SJGS after the existing coal supply and participation agreements end in June 2022, for approval of replacement resources, and for the issuance of energy transition bonds. PNM’s application proposed several replacement resource scenarios. The SJGS Abandonment Application also included a request to issue approximately $361 million of energy transition bonds (the “Securitized Bonds”). PNM’s request for the issuance of Securitized Bonds included approximately $283 million of forecasted undepreciated investments in SJGS at June 30, 2022, an estimated $28.6 million for plant decommissioning and coal mine reclamation costs, approximately $9.6 million in upfront financing costs, and approximately $20.0 million for job training and severance costs for affected employees. Proceeds from the Securitization Bonds would also be used to fund approximately $19.8 million for economic development in the four corners area.

On July 10, 2019, the NMPRC issued an order requiring the SJGS Abandonment Application be considered in two proceedings: one addressing SJGS abandonment and related financing, and the other addressing replacement resources. The NMPRC indicated that PNM’s July 1, 2019 filing is responsive to the January 30, 2019 order. Hearings on the abandonment
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December 31, 2021, 2020 and 2019
and securitized financing proceedings were held in December 2019 and hearings on replacement resources were held in January 2020. On February 21, 2020, the hearing examiners issued two recommended decisions recommending approval of PNM’s proposed abandonment of SJGS, subject to approval of replacement resources, and approval of PNM’s proposed financing order to issue Securitized Bonds.  The hearing examiners recommended that PNM be authorized to abandon SJGS by June 30, 2022, and to record regulatory assets for certain other abandonment costs that are not specifically addressed under the provisions of the ETA to preserve its ability to recover the costs in a future general rate case. The hearing examiner recommended that this authority only extend to the deferral of the costs and it not be an approval of any ratemaking treatment. The hearing examiners also recommended PNM be authorized to issue Securitized Bonds of up to $361 million and establish a rate rider to collect non-bypassable customer charges for repayment of the bonds and be subject to bi-annual adjustments (the “Energy Transition Charge”). The hearing examiners recommended an interim rate rider adjustment upon the start date of the Energy Transition Charge to provide immediate credits to customers for the full value of PNM’s revenue requirement related to SJGS until those reductions are reflected in base rates. In addition, the hearing examiners recommended PNM be granted authority to establish regulatory assets to recover costs that PNM will pay prior to the issuance of the Securitized Bonds, including costs associated with the bond issuances as well as for severances, job training, economic development, and workforce training. On April 1, 2020, the NMPRC unanimously approved the hearing examiners’ recommended decisions regarding the abandonment of SJGS and the related securitized financing under the ETA.

On April 10, 2020, CFRE and NEE filed a notice of appeal with the NM Supreme Court of the NMPRC’s approval of PNM’s request to issue securitized financing under the ETA. The NM Supreme Court granted motions to intervene filed by PNM, WRA, CCAE, and the Sierra Club. On May 8, 2020, CFRE and NEE filed a joint statement of issues with the NM Supreme Court which asserts that the NMPRC improperly applied the ETA and that the ETA violates the New Mexico Constitution. On June 19, 2020, WRA filed a motion to dismiss CFRE and NEE’s constitutional challenges to the ETA on the ground that the New Mexico Constitution provides that only New Mexico district courts have original jurisdiction over the claims. On July 24, 2020, the NM Supreme Court issued an order denying WRA’s motion to dismiss. On August 17, 2020, the appellants filed a Brief in Chief and on October 5, 2020, PNM, WRA, CCAE, and Sierra Club filed Answer Briefs. On January 10, 2022, the NM Supreme Court issued its decision rejecting CFRE’s and NEE’s constitutional challenges to the ETA and affirmed the NMPRC final order. On February 28, 2022, WRA and CCAE filed a Joint Motion for Order to Show Cause and Enforce Financing Order and Supporting Brief, which requests that the NMPRC order PNM to show cause why its rates should not be reduced at the time SJGS is abandoned, and to otherwise enforce the NMPRC’s April 1, 2020 final order.

PNM evaluated the consequences of the NMPRC's April 1, 2020 orders approving the abandonment of SJGS and the related issuance of Securitized Bonds. This evaluation indicated that it is probable that PNM will be required to fund severances for PNM employees at the facility upon its retirement in 2022 and for PNMR shared services employees providing administrative and other support services to SJGS. In addition, the evaluation indicated that it is probable PNM will be obligated to fund severances and other costs for the WSJ LLC employees and to fund certain state agencies for economic development and workforce training upon the issuance of the Securitized Bonds. As a result, in March 2020, PNMR and PNM recorded obligations of $9.4 million and $8.1 million for estimated severances, $8.9 million for obligations to fund severances and other costs of WSJ LLC employees, and to fund $19.8 million to state agencies for economic development and workforce training upon the issuance of the Securitized Bonds. The total amount recorded for these estimates of $38.1 million and $36.8 million is reflected in other deferred credits and as a corresponding deferred regulatory asset on PNMR's and PNM's Consolidated Balance Sheets at December 31, 2020. PNM revised its estimates in 2021 and $36.9 million and $36.0 million is reflected in other current liabilities and as a corresponding deferred regulatory asset on PNMR's and PNM's Consolidated Balance Sheets at December 31, 2021. These estimates may be adjusted in future periods as the Company refines its expectations.

On June 24, 2020, the hearing examiners issued a recommended decision on PNM's request for approval of replacement resources that addressed the entire portfolio of replacement resources, which superseded a previous partial recommended decision issued on March 27, 2020. The hearing examiners concluded that the ultimate selection of a portfolio of replacement resources involves policy considerations that are the province of the NMPRC and stated that they did not intend to make that decision for the NMPRC. On July 29, 2020, the NMPRC issued an order approving resource selection criteria identified in the ETA that would include PPAs for 650 MW of solar and 300 MW of battery storage. The order also granted in part PNM’s request for an extension of time for PNM to file the application to implement the replacement resource portfolio. PNM had 60 days from the date of the order to file an application in a separate docket seeking approval of the proposed final executed contracts, for any replacement resources not in evidence that had been approved by the NMPRC.

On September 28, 2020, PNM filed its application for approval of the final executed contracts for the replacement resources. In addition, PNM provided updated costs estimates of $8.1 million for the SJGS replacement resources, based on the NMPRC authorization to create regulatory assets granted in the abandonment order, which it plans to seek recovery of in a future general rate case. On November 13, 2020, the hearing examiner issued a recommended decision recommending
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December 31, 2021, 2020 and 2019
approval of a 200 MW solar PPA combined with a 100 MW battery storage agreement and the 100 MW solar PPA combined with a 30 MW battery storage agreement. On December 2, 2020 the NMPRC issued an order adopting the recommended decision in its entirety.

Throughout 2021 and continuing into 2022, PNM provided notices of delays and status updates to the NMPRC for the approved SJGS replacement resource projects. All four project developers have notified PNM that completion of the projects will be delayed and no longer available for most, if any of the 2022 summer peak load period. The delays in the SJGS replacement resources, coupled with the abandonment of SJGS Units 1 and 4 present a risk that PNM will have insufficient operational resources to meet the 2022 summer peak to reliably serve its customers if PNM is unable to find additional generation resources. PNM entered into three agreements to purchase power from third parties in the second half of 2021 to minimize potential impacts to customers; the purchase of 85 MW, unit contingent from Four Corners for June through September of 2022; the purchase of 150 MW, firm power in June and September 2022; and the purchase of 40 MW, unit contingent from PVNGS Unit 3 for the full year of 2022. Even after accounting for these additional contracts, PNM projected a system reserve margin ranging from 0.9% to (3.4%) during the 2022 summer peak. As a result, on February 17, 2022, PNM filed a Notice and Request for Modification to or Variance from Abandonment Date for SJGS Unit 4 with the NMPRC. The filing provided notice that PNM had obtained agreement from the SJGS owners and WSJ LLC to extend operation of Unit 4 until September 30, 2022. SJGS Unit 4 will provide 327 MW of capacity and improve PNM’s projected system reserve margin ranging from approximately 17.4% to 9.8%. On February 23, 2022, the NMPRC issued an order finding that PNM did not require NMPRC approval to extend operation of SJGS Unit 4 for an additional three-month period. The NMPRC’s order states that issues regarding the prudence or reasonableness of the decisions and actions taken by PNM and recoverably of costs related to the continued operation of SJGS Unit 4, including fuel costs collected through PNM’s FPPAC, shall be subject to review in a future proceeding. On February 25, 2022, the amended SJGS participation agreement was filed with FERC. PNM cannot predict the outcome of this matter.

Four Corners Abandonment Application

On November 1, 2020, PNM entered into the Four Corners Purchase and Sale Agreement with NTEC, pursuant to which PNM will sell its 13% ownership interest (other than certain transmission assets) in Four Corners to NTEC. The sale is contingent upon NMPRC approval and expected to close by the end of 2024. In connection with the sale, PNM would make payments of $75.0 million to NTEC for relief from its obligations under the coal supply agreement for Four Corners after December 31, 2024. Pursuant to the Four Corners Purchase and Sale Agreement, PNM will retain its current plant decommissioning and coal mine reclamation obligations. PNM made an initial payment to NTEC of $15.0 million in November 2020, subject to refund with interest upon termination of the Four Corners Purchase and Sale Agreement prior to closing. Under the terms of the Four Corners Purchase and Sale Agreement, upon receipt of the NMPRC approval, PNM would make a final payment of $60.0 million. The initial $15.0 million payment was recorded in other deferred charges and other current assets on the Consolidated Balance Sheets as of December 31, 2021 and 2020.

On January 8, 2021, PNM filed the Four Corners Abandonment Application, which seeks NMPRC approval to exit PNM’s share of Four Corners as of December 31, 2024, and issuance of approximately $300 million of energy transition bonds as provided by the ETA. PNM’s request for the issuance of Securitized Bonds included approximately $272 million of forecasted undepreciated investments in Four Corners at December 31, 2024, an estimated $4.6 million for plant decommissioning costs, an estimated $7.3 million in upfront financing costs, and an estimated $16.5 million in economic development. PNM intends to submit a separate application for NMPRC approval of a replacement resource portfolio following NMPRC action on this application.

On January 26, 2021, Sierra Club filed a motion in the Four Corners Abandonment Application requesting that the NMPRC order PNM to file supplemental testimony addressing the prudence of Four Corners investments or alternatively that the NMPRC dismiss the Four Corners Abandonment Application and permit PNM to refile after the expirationprudence issue is resolved. In addition, on January 28, 2021, NEE and CFRE filed a motion requesting that the NMPRC dismiss the application, stating that approval of the current operatingabandonment would be contrary to the provision of the REA that prevents the sale of carbon dioxide emitting electricity-generating resources as a means of complying with the RPS, and coal supply agreements would provide long-term cost savings forthat the Four Corners Abandonment Application does not demonstrate that the sale of 200 MW to NTEC will not result in a net detriment to public interest. Parties filed positions on the sufficiency of PNM’s customers
application on February 11, 2021. On February 18, 2021, PNM exitingfiled a consolidated response to the motions and the positions on the sufficiency of the application which defended the legal sufficiency of PNM’s application and addressed potential amendments to the application and testimonies. On February 26, 2021, the hearing examiner issued an order on the sufficiency of the Four Corners Application finding that the application was deficient on its ownershipface and fails to adequately support whether or not the sale and transfer of PNM’s interest in Four Corners after its current coal supply agreement expiresto NTEC is in 2031 would also save customers moneythe public interest. However, given the NMPRC’s preference to address Four Corners issues in the case, as well as PNM’s concession on filing an amended application, the hearing examiner did not recommend that the case be dismissed. The order
The best mix
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Table of new resources to replace the retired coal generation would include solar energy and flexible natural gas-fired peaking capacity; the mix could include energy storage, if the economics support it, and wind energy provided additional transmission capacity becomes available
Significant increases in future wind energy supplies will likely require new transmission capacity to be built from eastern New Mexico to PNM’s service territoryContents
PNM should retainRESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
required PNM to file an amended application by March 15, 2021; established that the currently leased capacity in PVNGS, which would avoid replacement with carbon-emitting generation
PNM should continue to develop and implement energy efficiency and demand management programs
PNM should assessnine-month period for review of the costs and benefits of participating inamended application shall start on the California Independent System Operator Western Energy Imbalance Market
PNM should analyze its current Reeves Station to consider possible technology improvements to phase out the older generators and replace them with new, more flexible supplies or energy storage

Protests to the 2017 IRP were filed by several parties. The issues addressed in the protests included the futuredate of PNM’s interestsfiling of the amended application and run through December 15, 2021; required PNM to file supplemental testimony addressing the prudence of its investment in SJGS,Four Corners; required PNM to more explicitly address the statutory standards for approval of the proposed transfer to NTEC; and required PNM to file a motion to withdraw the January 8, 2021 Four Corners Application. On March 15, 2021, PNM filed an amended application and supplemental testimony for the approval of the abandonment and transfer of Four Corners and PVNGSissuance of a financing order pursuant to the ETA and a motion to withdraw the January 8, 2021 Four Corners Application. The amended application and supplemental testimony provided additional information to support PNM's request to abandon its interest in Four Corners and transfer that interest to NTEC, and also provided additional detail explaining how the proposed sale and abandonment provides a net public benefit.

On May 17, 2021 NEE and CFRE (“Joint Movants”) again filed motions to dismiss the case, providing reasons which include; PNM's failure to disclose the reason for the divestiture in the plant is the Merger; the application is deficient because PNM has failed to produce the seasonal operation agreement with the other Four Corners owners; and reiterated their prior view that PNM's amended application is contrary to the REA. Also on May 17, 2021, CCAE filed a motion to dismiss the case stating that PNM's application is devoid of any discussion of the assumption of liabilities by NTEC pertaining to PNM's share of Four Corners. On May 18, 2021, San Juan Citizens Alliance/Dine Care and the timingNative American Voters Alliance Education Project (“NAVAEP”) filed a joinder supporting CCAE's motion. On June 1, 2021, PNM filed responses to the Joint Movants' and CCAE motions to dismiss and filed a motion to strike portions of future procurement of renewable resources.the Joint Movants' and CCAE's motions to dismiss. PNM's motion states that the Joint Movants and CCAE rely upon materials beyond the pleadings in the case and within the record in other proceedings to support their motions. On January 16, 2018,June 14, 2021, the Hearing Examinerhearing examiner issued an order settingdenying the scope ofmotions to dismiss from NEE, CFRE and CCAE.

A hearing began August 31, 2021, briefs were filed October 1, 2021 and response briefs were filed October 13, 2021. On November 12, 2021, the proceedings as the 2017 IRP’s compliance with the applicable statute and NMPRC rules. Hearings were held in June 2018. On October 26, 2018, the Hearing Examinerhearing examiner issued a recommended decision recommending thatapproval of the NMPRC accept PNM’s 2017 IRP as compliant withFour Corners Abandonment Application and the applicable statute and NMPRC rules.corresponding request for issuance of securitized financing. On December 19, 2018,15, 2021, the NMPRC issued a final order acceptingrejecting the Hearing Examiner’shearing examiners recommended decision.decision and denying approval of the Four Corners Abandonment Application and the corresponding request for issuance of securitized financing. In its order, the NMPRC concluded that PNM needed to conduct a review of the actual replacement resource portfolio and determined that the record was insufficient to determine the prudence of PNM’s investments in Four Corners. On December 22, 2021, PNM filed a Notice of Appeal with the NM Supreme Court of the NMPRC decision to deny the application. On January 18, 2019,21, 2022, PNM filed a statement of issues outlining the Boardarguments for appeal asserting, among other things, that the NMPRC misinterpreted and improperly applied the ETA in concluding that the NMPRC needed to review the actual replacement resource portfolio before authorizing abandonment and that the NMPRC improperly deferred the issue of prudence with respect to certain of PNM’s investments in Four Corners, where other parties were given the opportunity to present evidence and failed to demonstrate PNM was imprudent in its decisions.

On October 30, 2020, NEE filed a formal complaint with the NMPRC seeking an investigation into the reasonableness and lawfulness of PNM’s continued reliance on “climate-altering and uneconomic coal” at Four Corners. NEE explained that they withdrew their NM Supreme Court appeal of the CountyNM 2016 Rate Case under the notion that PNM would be filing a rate case in 2019 and they would be able to challenge the Four Corners expenditures in that case. NEE explained that because PNM has delayed its rate case several times, Four Corners has remained “imprudently” in rates. NEE asked that PNM be required to demonstrate that PNM’s investment in Four Corners was prudent. NEE stated if the NMPRC deems PNM’s investment as imprudent, ratepayers will be held harmless and all costs including carrying charges, effective October 30, 2020, and going forward, be denied. On February 10, 2021, the NMPRC denied NEE’s complaint and stated that issues related to Four Corners prudence should be addressed in the Four Corners Abandonment Application. On February 22, 2021, NEE filed a Motion for Reconsideration of Commissioners for San Juan County, New Mexico, the City of Farmington, New Mexico, and other partiesNMPRC’s February 10, 2021 order, which was denied on March 10, 2021. On April 9, 2021, NEE filed a Notice of Appeal with the NM Supreme Court regarding their formal complaint on Four Corners. On July 6, 2021, NEE filed a motion to withdraw its Notice of Appeal with the NMPRC’s finalNM Supreme Court. On September 21, 2021, the NM Supreme Court issued its order granting NEE's motion to withdraw its appeal; the court also issued a mandate to the NMPRC to take further action as might be needed consistent with the order.

GAAP requires a loss be recognized when it is probable that a loss has been incurred and the amount of loss can be reasonably estimated. As of December 31, 2021, PNM evaluated the NMPRC order in PNM’s 2017 IRP. Statementsthe Four Corners Abandonment Application and determined it was reasonably possible that PNM would be successful in recovery of Issuesits undepreciated investment in the appeal must be filed by March 9, 2019. On January 18,a future proceeding. Therefore, no loss has been recorded.

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TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
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December 31, 2021, 2020 and 2019 NEE submitted a motion requesting
The financial impact of an early exit of Four Corners and the NMPRC reconsider its acceptanceapproval process are influenced by many factors outside of PNM’s 2017 IRPcontrol, including the overall political and alleging informational inadequacyeconomic conditions of New Mexico. See additional discussion of the ETA in Note 16. PNM cannot predict the outcome of these matters.

PVNGS Leased Interest Abandonment Application

On April 2, 2021, PNM filed an application with the NMPRC requesting approval for the decertification and deficienciesabandonment of 114 MW of leased PVNGS capacity, sale and transfer of related assets, and approval to procure new resources (“PVNGS Leased Interest Abandonment Application”). As discussed in PNM’s filing. On January 29, 2019,Note 8, PNM submitted a filingcurrently controls leased capacity in PVNGS Unit 1 and Unit 2 under 5 separate leases (“Leased Interest”) that were approved and certificated by the predecessor agency to the NMPRC in responsethe 1980s. NaN of the 5 leases for 104 MW of Leased Interest terminate on January 15, 2023, while the remaining lease for 10 MW of Leased Interest terminates on January 15, 2024. Associated with the Leased Interest are certain PNM-owned assets and nuclear fuel that are necessary for the ongoing operation and maintenance of the Leased Interest and integration of the Leased Interest generation to NEE’sthe transmission network. PNM has determined that there will be net benefits to its customers to return the Leased Interest to the lessors in conformity with the leases, sell and transfer the related PNM-owned assets, and to replace these Leased Interest with new resources. In the application, PNM is requesting NMPRC authorization to decertify and abandon its Leased Interest and to create regulatory assets for the associated remaining undepreciated investments with consideration of cost recovery of the undepreciated investments in a future rate case. PNM is also seeking NMPRC approval to sell and transfer the PNM-owned assets and nuclear fuel supply associated with the Leased Interest to SRP, which will be acquiring the Leased Interest from the lessors upon termination of the existing leases. In addition, PNM is seeking NMPRC approval for a 150 MW solar PPA combined with a 40 MW battery storage agreement, and a stand-alone 100 MW battery storage agreement to replace the Leased Interest. To ensure system reliability and load needs are met in 2023, when a majority of the leases expire, PNM is also requesting NMPRC approval for a 300 MW solar PPA combined with a 150 MW battery storage agreement. PNM's application sought a six-month regulatory time frame.

On April 21, 2021, the NMPRC issued an order assigning a hearing examiner and stated PNM's request to abandon the Leased Interest does not have any statutory or rule time limitation and the six-month limit in which the NMPRC must issue an order regarding the request for approvals of the solar PPAs and battery storage agreements does not begin until after the NMPRC acts on the abandonment request. The NMPRC’s April 21, 2021, order also stated that issues reserved to a separate proceeding in the NM 2015 Rate Case regarding the decision to permanently disallow recovery of certain future decommissioning costs related to PVNGS Units 1 and 2 shall be addressed in this case and PNM shall file testimony addressing the issue. On June 14, 2021 and June 25, 2021, PNM filed supplemental testimony responding to questions provided by the hearing examiner. On June 28, 2021, NEE and CCAE jointly filed a motion to dismiss a portion of the application claiming that since PNM's request to abandon the Leased Interest was filed after PNM had already provided irrevocable notice it would not acquire the Leased Interest, abandonment is no longer required. On July 28, 2021, the hearing examiner issued a recommended decision on NEE's and CCAE's joint motion to dismiss, recommending dismissal of PNM's requests for approval to abandon and decertify the Leased Interest; dismissal of PNM's request for approval to sell and transfer the related assets; and dismissal of PNM's request to create regulatory assets for the associated remaining undepreciated investments, but did not preclude PNM seeking recovery of the costs in a general rate case in which the test year period includes the time period in which PNM incurs such costs. The hearing examiner's recommended decision further provides that PNM's request for replacement and system reliability resources and the decision to permanently disallow recovery of certain future decommissioning costs related to PVNGS Units 1 and 2 should remain within the scope of this case.

On August 25, 2021, the NMPRC issued an order granting portions of the July 28, 2021 recommended decision that were not contested related to dismissal of PNM's request for approval to abandon and decertify the Leased Interest and dismissal of PNM's request for approval to sell and transfer the related assets. In addition, the order bifurcated the issue of approval for the two PPAs and three battery storage agreements into a separate docket so it may proceed expeditiously. On September 8, 2021 the NMPRC issued an order on the remaining issues in the recommended decision. The order found that PNM's request for a regulatory asset to record costs associated with obtaining an abandonment order should be dismissed. However, the requests for regulatory assets associated with the remaining undepreciated investments should be addressed at an evidentiary hearing. On September 20, 2021, ABCWUA, Bernalillo County, NEE and the NMAG filed a joint motion to reconsider the September 8, 2021 NMPRC order. Also, on September 20, 2021, PNM filed a motion for reconsideration. In its response, PNM statedrehearing of the September 8, 2021 order stating that certain requirements of the order would lead to compromising PNM's First Amendment rights. On October 6, 2021, the NMPRC issued an order granting the motions for reconsideration and vacated the September 8, 2021 order, without specifically addressing issues raised by NEE had already been consideredin the motions.

The hearing on the two PPAs and rejectedthree battery storage agreements was held on November 12 and 15, 2021 and December 3, 2021 and post-hearing briefing was completed on January 18, 2022. On February 14, 2022, the hearing examiner issued a recommended decision recommending the NMPRC approve the 150 MW solar PPA combined with a 40 MW battery
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TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
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December 31, 2021, 2020 and 2019
storage agreement, the stand-alone 100 MW battery storage agreement, and the 300 MW solar PPA combined with a 150 MW battery storage agreement. On February 16, 2022, the NMPRC adopted an order approving the recommended decision.

In addition to approval by the NMPRC, in its December 19, 2018 final orderPNM and thatSRP received NRC approval for the NMPRC lacks jurisdiction over the matters because the NMPRC’s final order has been appealed to the NM Supreme Court. The NMPRC did not take action on NEE’s motion for reconsideration. On February 19, 2019, NEE filed a motion with the NM Supreme Court to intervene in the appeal and to seek remandtransfer of the matter toassociated possessory licenses at the NMPRC. PNM plans to file a response to NEE’s motion by March 6, 2019.end of the term of each of the respective leases. PNM cannot predict the outcome of this matter.


The NMPRC’s order concerning SJGS’ compliance with the BART requirements of the CAA discussed in Note 16 required PNM to make a filing in 2018 to determine the extent to which SJGS Units 1 and 4 should continue serving PNM’s retail customers’ needs after June 30, 2022. PNM submitted its December 2018 Compliance Filing to the NMPRC on December 31, 2018 indicating that, consistent with the conclusions reached in the 2017 IRP (Note 17), PNM’s customers would benefit from the retirement of PNM’s share of SJGS in 2022. The December 2018 Compliance Filing and the 2017 IRP are not a final determinations of PNM’s future generation portfolio. Retiring PNM’s share of SJGS capacity will require future NMPRC approval. See Note 16. In addition, PNM will be required to obtain NMPRC approval of an exit from Four Corners, which PNM will seek at an appropriate time in the future. Likewise, NMPRC approval of new generation resources through CCNs, PPAs, or other applicable filings, would be required. PNM cannot predict the outcome of these matters.

Cost Recovery Related to Joining the EIM


The California Independent System OperatorCAISO developed the Western Energy Imbalance Market (“EIM”)EIM as a real-time wholesale energy trading market that enables participating electric utilities to buy and sell energy. The EIM aggregates the variability of electricity generation and load for multiple balancing authority areas and utility jurisdictions. In addition, the EIM facilitates greater integration of renewable resources through the aggregation of flexible resources by capturing diversity benefits from the expanded geographic footprint and the expanded potential uses for those resources.


In 2018, PNM completed a cost-benefit analysis of participating in the EIM. PNM’s analysis indicated participation in the EIM would provide substantial benefits to retail customers. On August 22,In 2018, PNM filed an application with the NMPRC

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December 31, 2018, 2017 and 2016

requesting, among other things, authorization to recover an estimated $20.9 million of initial capital investments and authorization to establish a regulatory asset to recover an estimated $7.4 million of other expenses that would be incurred in order to join the EIM. PNM’s application proposed the regulatory asset be adjusted to provide for full recovery of such costs, including carrying charges, until the effective date of new rates in PNM’s next general rate case. PNM’s application also proposesproposed the benefits of participating in the EIM be credited to retail customers through PNM’s existing FPPAC. A public hearing was held on December 12, 2018.FPPAC and that PNM would seek recovery of its costs in a future proceeding. On December 19, 2018, the NMPRC issued an order approving the establishment of a regulatory asset to recover PNM’s cost of joining the EIM. On January 17, 2019, ABCWUA filed a motion to reopen the case and to reconsider the NMPRC’s order approving the establishment of a regulatory asset. PNM submitted its response opposing reconsideration of the case on January 28, 2019.EIM, which was subsequently challenged by several parties. On February 6, 2019, the NMPRC issued an order granting rehearing and vacating the December 19, 2018 order. On February 24,March 18, 2019, Western Resource Advocates,the hearing examiner issued an updated recommended decision recommending approval of the establishment of a regulatory asset but deferring certain rate making issues, including but not limited to issues related to implementation and ongoing EIM costs and savings, the prudence and reasonableness of costs to be included in the regulatory asset, and the Coalition for Clean and Affordable Energy filed a motion for an expedited final order,period over which costs would be charged to customers until PNM’s next general rate case filing, which was supportedapproved by the NMPRC. PNM and other parties and opposed by ABCWUA.  On February 27, 2019,filed a joint motion requesting the NMPRC issued a procedural orderclarify that appoints a hearing examiner and requires the hearing examinerquarterly benefits reports prepared by CAISO be used to reportdetermine the benefits of participating in the EIM, as well as to support the NMPRC, by March 13,prudence of costs incurred to join the EIM. On April 24, 2019, on whether the matter should be reopened. PNM cannot predict the outcome of this matter.
San Juan Generating Station Units 2 and 3 Retirement
On December 16, 2015, the NMPRC issued an order approvinggranting the joint motion for clarification and indicating the CAISO quarterly benefits reports may be used in a future rate case. PNM joined and began participating in the EIM in April 2021.

Meta Platforms, Inc. Data Center Project

PNM has a special service contract to provide service to Meta, Inc. for a data center in PNM’s retirementservice area. Meta’s service requirements include the acquisition by PNM of SJGS Units 2a sufficient amount of new renewable energy resources and 3 onRECs to match the energy and capacity requirements of the data center. The cost of renewable energy procured is passed through to Meta under a rate rider. A special service rate is applied to Meta’s energy consumption in those hours of the month when their consumption exceeds the energy production from the renewable resources. As of December 31, 2017. 2021, PNM is procuring energy from 130 MW of solar-PV capacity from NMRD, a 50% equity method investee of PNMR Development. See additional discussion of NMRD in Note 21.

PNM has NMPRC approval for additional 25-year PPAs to purchase renewable energy and RECs to supply renewable energy to the data center. These PPAs include the purchase of the power and RECs from:

Casa Mesa Wind, LLC, a subsidiary of NextEra Energy Resources, LLC, which is located near House, New Mexico, has a total capacity of 50 MW, and became operational in November 2018
166 MW from La Joya Wind I, owned by Avangrid Renewables, LLC, which is located near Estancia, New Mexico and began commercial operational in February 2021
Route 66 Solar Energy Center, LLC, a subsidiary of NextEra Energy Resources, LLC, which is expected to be located west of Albuquerque, New Mexico, have a total capacity of 50 MW, and is expected to be operational in 2022
NaN PPAs to purchase renewable energy and RECs from an aggregate of approximately 100 MW of capacity from 2 solar-PV facilities to be owned and operated by NMRD. The first 50 MW of these facilities began commercial operation in December 2019 and the remaining capacity began commercial operation in July 2020.

On January 14, 2016, NEEFebruary 8, 2021, PNM filed an appeal of the order with the NM Supreme Court. SJGS Units 2 and 3 were retired in December 2017. On March 5, 2018, the NM Supreme Court rendered a decision affirming the NMPRC’s ruling, thereby denying NEE’s appeal. A request for rehearing of the NM Supreme Court’s decision was not filed by the statutory deadline. This matter is now concluded. Additional information concerning the NMPRC filing and related proceedings is set forth in Note 16.

San Juan Generating Station Unit 1 Outage
On March 17, 2018, a coal silo used to supply fuel to SJGS Unit 1 collapsed resulting in an outage. PNM initiated a review of the cause of the outage and promptly contacted the staff of the NMPRC to inform them of the event. To minimize the operational and financial impacts of this event, PNM accelerated the fall 2018 planned outage to be performed while the unit was out of service for this event. Repairs necessary to return Unit 1 to service were completed by July 5, 2018. Costs of repairing damages to the facility are being reimbursed under an existing property insurance policy that covers SJGS, subject to a deductible of $2.0 million.  PNM’s cost of repairs of $1.0 million reflects insurance reimbursements and PNM’s 50% ownership interest in SJGS Unit 1.
On April 12, 2018, NEE filed a petition (jointly with certain other organizations) requesting that the NMPRC order an investigation into the SJGS Unit 1 event.  The petition requested that the NMPRC order PNM to respond to the petition, that proceedings be set on this matter, and that PNM be required to provide a narrative explanation, cost/benefit analysis, and alternatives assessment used to determine that Unit 1 should be repaired rather than utilizing alternative resources.  On April 25, 2018, the NMPRC issued an order requiring PNM to provide a factual statement of the nature and cause of the event, as well as the anticipated need for and schedule of repairs required. PNM was also required to address the necessity and appropriateness of the request for a cost/benefit analysis, alternatives assessment, and request for further proceedings. On May 8, 2018, PNM filed its response to the NMPRC order indicating that PNM used best practices when inspecting the SJGS coal silos during planned outages, that the damage to SJGS Unit 1 was repairable and could be made in a timely manner, that all but a limited amount of cost of the repairs are reimbursable under an existing insurance policy, and that further proceedings on the matter were unnecessary. In addition, PNM’s response indicated that if the unit was not repaired, customers would be exposed to significant contractual liabilities under the agreements governing the ownership of SJGS and would incur significant costs associated with the procurement of replacement power. On May 31, 2018, the NMPRC staff preliminarily recommended that the NMPRC not allow PNM to recover any costs associated with the SJGS Unit 1 coal silo repairs, including the cost of preventing similar failures on other SJGS coal silos, and that PNM reimburse customers for the loss of off-system sales during the time SJGS Unit 1 was in outage. The NMPRC staff also recommended, among other things, that further proceedings on the matter be deemed unnecessary provided PNM agree to hold customers harmless for such costs. On October 9, 2018, PNM filed a motionapplication with the NMPRC requestingfor approval to service the inquiry docketdata center for an additional 190 MW of solar PPA combined with 100 MW of battery storage and a 50 MW solar PPA expected to be closed and statingoperational in 2023. On June 16, 2021, a hearing was held by the NMPRC staff’s proposal that PNM be required to absorb all losses related to the event, including the loss of off-system sales, is unwarranted and would result in piecemeal ratemaking.with closing statements filed on June 21, 2021. On November 15, 2018, the NMPRC staff filed a response to PNM’s motion proposing the investigation be closed provided, among other things, that PNM agree to hold customers harmless for PNM’s share of the uninsured costs to repairs SJGS for the event. In its response, PNM agreed that it would not seek recovery of the uninsured costs to repair the units. The NMPRC issued a final order to close the docket on December 5, 2018.June 23,


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December 31, 2018, 20172021, 2020 and 20162019

Advanced Metering Infrastructure Application

On February 26, 2016, PNM filed2021, the NMPRC issued an applicationOrder for Continuance, stating concerns with the NMPRC requesting approval ofproposed addendum to the special service contract and its methodology for calculating a projectcredit to replace its existing customer metering equipment with Advanced Metering Infrastructure (“AMI”). The application askedMeta for the capacity supplied by the 100 MW battery storage agreement. On July 28, 2021, the NMPRC to authorizeapproved the recoverysolar PPAs for 190 MW and 50 MW; approved only 50 MW of the cost ofrequested 100 MW battery storage; and rejected the project, upproposed addendum to $87.2 million, which was subsequently adjustedthe special service contract and its methodology for calculating a credit to $95.1 million, and includesMeta for the costs of customer education, severances for affected employees, and other costs,capacity supplied by the battery storage. On October 1, 2021, in future ratemaking proceedings, as well as to approvecompliance with the recovery of the remaining undepreciated investment in existing metering equipment estimated to be approximately $33 million at the date of implementation. After extensive public hearings and discovery, on March 19, 2018, the Hearing Examiner issued a recommended decision finding that PNM had not proven a net public benefit in the case and recommending the NMPRC not approve the application. On April 2, 2018,final order, PNM filed a statement on exceptionsNotice of Filing Amendments recognizing that the battery storage is 50 MW instead of 100 MW and PPA and battery storage requirements for approval of the addendum to the recommended decision indicating, among other things, that special service contract is waived. This matter is now concluded.

PNM disagreed with the finding that the record did not demonstrate a net public benefit to customers, but that PNM would not take exception to a recommendation to not approve the application. No other parties filed exceptions to the recommended decision by the required deadline. On April 11, 2018, the NMPRC adopted an order accepting the recommended decision and disapproving PNM’s application. The order indicated PNM’s next energy efficiency plan application should include a proposal for an AMI pilot project.

Facebook, Inc. Data Center Project

Solar Direct
On July 8, 2016,May 31, 2019, PNM filed an application with the NMPRC for approval of arrangements in connection with services to be provided to Facebook, Inc. for a new data center to be constructed in PNM’s service area. On August 17, 2016, the NMPRC approved the application, which included:

Two new electric service rates
A PPAprogram under which qualified governmental and large commercial customers could participate in a voluntary renewable energy procurement program. PNM proposed to recover costs of the program directly from subscribing customers through a rate rider. Under the rider, PNM would purchaseprocure renewable energy from PNMR Development50 MW of solar-PV facilities under a 15-year PPA. PNM had fully subscribed the entire output of the 50 MW facilities at the time of the filing. Hearings on the application concluded on January 9, 2020. On March 11, 2020, the hearing examiner issued a recommended decision recommending approval of PNM’s application. The hearing examiner’s recommended decision was approved by the NMPRC on March 25, 2020. These facilities are expected to begin commercial operations in 2022. This matter is now concluded.
A special service contract to provide electric service

Western Spirit Line
Facebook’s service requirements include
On May 1, 2019, PNM, the acquisition by PNMNew Mexico Renewable Energy Transmission Authority (“RETA”), a New Mexico state authority, and Western Spirit Transmission LLC (“Western Spirit”), an affiliate of Pattern Energy Group, Inc., entered into agreements for the construction of a sufficient amount of new renewable energy resources and RECstransmission line to match the energy and capacity requirementstransmit power generated from wind facilities to be owned by Pattern Wind. As a part of the data center. PNM’s initial procurement was to be througharrangement, the parties executed a PPA with PNMR Development for the energy production from 30 MW of new solar capacityBuild Transfer Agreement that PNMR Development was to construct. As discussed in Note 1, PNMR Development transferred its interests in the solar capacity and the PPA to NMRD in December 2017. The cost of the PPA is passed through to Facebook under a rate rider. A special service rate is applied to Facebook’s energy consumption in those hours of the month when their consumption exceeds the energy production from the renewable resources. Of the solar capacity, 10 MW began commercial operation in each of January 2018, March 2018, and May 2018.

In late 2017,would allow PNM entered into three separate 25-year PPAs to purchase renewable energy and RECs to be used by PNM to supply additional renewable energy to Facebook. These PPAs were subject to NMPRC approval, which was granted on March 21, 2018. These PPAs include the purchase of the power and RECs from:Western Spirit Line.

Casa Mesa Wind, LLC, a subsidiary of NextEra Energy Resources, LLC., which is expected to be located near House, New Mexico, have a total capacity of 50 MW, and became operational in November 2018
A 166 MW portion of the La Joya Wind Project, owned by Avangrid Renewables, LLC, which is expected to be located near Estancia, New Mexico and be operational in November 2020
Route 66 Solar Energy Center, LLC, a subsidiary of NextEra Energy Resources, LLC., which is expected to be located west of Albuquerque, New Mexico, have a total capacity of 50 MW, and be operational in December 2021


On August 24, 2018,May 10, 2019, PNM filed an application with the NMPRC requesting approval to enter into two 25-year PPAsthat the NMPRC determine that it is not unlawful or inconsistent with the public interest for PNM to purchase renewable energythe Western Spirit Line. On September 11, 2019, the hearing examiner issued a recommended decision that would allow PNM to purchase the Western Spirit Line, and RECsindicating that PNM’s proposal satisfies the NMPRC’s acquisition standards and that no CCN is required until such time that PNM seeks recovery for costs associated with the line from retail rate payers. On October 2, 2019, the NMPRC approved the recommended decision with limited modifications.

PNM also has entered into TSAs with Pattern Wind for firm transmission service. The TSAs use an aggregateincremental rate based on the construction and other ongoing costs of the Western Spirit Line, including adjustments for construction costs that Pattern Wind has chosen to self-fund under the agreement. FERC approved PNM’s TSAs with Pattern Wind effective July 9, 2019. On August 8, 2019, FERC approved PNM’s request to purchase the Western Spirit Line.

In December 2021, PNM completed the purchase of the Western Spirit Line, an approximately 100 MW of capacity from two solar-PV150-mile 345-kV transmission line and related facilities, to be owned and operated by NMRD to supply power to Facebook.service under TSAs was initiated. The total cost of these PPAs will be passed through to Facebook under PNM’s rider.the Western Spirit Line was approximately $360 million, which includes the cost of certain PNM built facilities and does not include customer self-funding of $75.0 million provided by the Western Spirit and Pattern Wind affiliates. The NMPRC approved PNM’s applicationnet cost is presented as cash flows from investing activities on October 17, 2018. NMRD is required to obtain FERC approvalthe Consolidated Statement of Cash Flows for the PPAs. Subject to FERC approval, the first 50 MW of these facilities is expected to begin commercial operation in December 2019 and the remaining capacity is expected to begin commercial operation in June 2020.

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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
twelve months ending December 31, 2018, 2017 and 2016

Hazard Sharing Agreements
On June 1, 2016, PNM and Tri-State entered into a one-year hazard sharing agreement, which expired on May 31, 2017.  PNM and Tri-State entered into an additional agreement, under substantially identical terms, for a term of five years beginning June 1, 2017, subject to NMPRC approval. NMPRC approval was not required for the one-year agreement but was required for the five-year agreement. On May 10, 2017, the NMPRC issued an order approving the five-year agreement.
Under these agreements, each party sells the other party 100 MW of capacity and energy from each party’s designated primary resource, which is SJGS Unit 4 for PNM and Springerville Generating Station Unit 3 for Tri-State, on a unit contingent basis subject to certain performance guarantees.  The agreements reduce the magnitude of each party’s single largest generating hazard and assist in enhancing the reliability and efficiency of their respective operations. Both purchases and sales are made at the same market index price. PNM passes the sales and purchases through to customers under PNM’s FPPAC.  Information about PNM’s purchases and sales is as follows:
 Sales Purchases
 GWh Amount GWh Amount
   (In millions)   (In millions)
        
Year ended December 31, 2018725.7
 $25.8
 822.7
 $28.7
Year ended December 31, 2017827.1
 23.6
 849.0
 24.2
Year ended December 31, 2016482.3
 12.8
 484.6
 12.9
2021.
Formula Transmission Rates
PNM charges wholesale electric transmission service customers using a formula rate mechanism pursuant to which wholesale transmission service rates are calculated annually in accordance with an approved formula. The formula reflects a ROE of 10% and includes updating cost of service components, including investment in plant and operating expenses, based on information contained in PNM’s annual financial report filed with FERC, as well as including projected large transmission capital projects to be placed into service in the following year. The projections included are subject to true-up in the following year formula rate. Certain items, including changes to return on equity and depreciation rates, require a separate filing to be made with FERC before being included in the formula rate.
Firm-Requirements Wholesale Customers
Navopache Electric Cooperative, Inc.

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PNM had a PPA with NEC, previously PNM’s largest firm-requirements wholesale customer, that had an expiration date of RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2035.2021, 2020 and 2019
COVID-19 Regulatory Matters

In March 2020, PNM and other utilities voluntarily implemented a temporary suspension of disconnections and late payment fees for non-payment of utility bills in response to the impacts of COVID-19. On March 18, 2020, the NMPRC conducted an emergency open meeting for the purpose of adopting emergency amendments to its rules governing service to residential customers. The NMPRC’s emergency order was applicable during the duration of the Governor of New Mexico's emergency executive order and allowed for the closure of payment centers, prohibits the discontinuance of a residential customer’s service for non-payment, and suspends the expiration of medical certificates for certain customers. On April 8, 2015, NEC27, 2020, PNM, El Paso Electric Company, New Mexico Gas Company, and Southwestern Public Service Company filed a petition for a declaratory orderjoint motion with the NMPRC requesting that FERC find that NEC could purchase an unlimited amount of power and energyauthorization to track costs resulting from third party supplier(s) under its PSA with PNM. Following proceedings before a settlement judge, PNM and NEC entered into, and filed with FERC, a settlement agreement on October 29, 2015 that includes certain amendmentseach utility's response to the PSACOVID-19 outbreak. The utilities proposed these incremental costs and related contracts on file with FERC. FERC approveduncollected customer accounts receivable resulting from COVID-19 during the settlement on January 21, 2016. Under the settlement agreement, PNM served all of NEC’s loadperiod March 11, 2020 through December 31, 2015 at rates that were substantially consistent with those provided under2020 be recorded as a regulatory asset. On June 24, 2020, the PSA. In 2016, PNM servedNMPRC issued an order authorizing all of NEC’s load at reduced demand and energy rates from those underpublic utilities regulated by the PSA. Beginning January 1, 2016, NEC also paid certain third-party transmissionNMPRC to create a regulatory asset to defer incremental costs that it only partially paid previously. The PSA and related transmission agreements terminated on December 31, 2016. In 2017, PNM served 10 MW of NEC’s load under a short-term coordination tariff at a rate lower than provided underto COVID-19, including increases to bad debt expense incurred during the PSA. Amounts billed to NEC were $4.5 million, and $20.0 million in the years ended December 31, 2017 and 2016. PNM’s NM 2016 Rate Case discussed above reflects a reallocation of costs among regulatory jurisdictions reflectingperiod beginning March 11, 2020 through the termination of the contractGovernor of New Mexico’s emergency executive order. The NMPRC order requires public utilities creating regulatory assets to serve NEC.pursue all federal, state, or other subsidies available, to record a regulatory liability for all offsetting cost savings resulting from the COVID-19 pandemic, and allows PNM to request recovery in future ratemaking proceedings. As a result, PNM had deferred costs related to COVID-19 of $8.8 million in regulatory assets on the Consolidated Balance Sheet at December 31, 2020. PNM still intends to seek recovery of the increased bad debt expense resulting from COVID-19 through a regulatory asset in a future general rate proceeding. As a result, PNM has deferred bad debt expense related to COVID-19 of $6.9 million in regulatory assets on the Consolidated Balance Sheet at December 31, 2021. PNM no longer intends to seek recovery of the other incremental costs in a future rate proceeding as a regulatory asset and therefore, reversed regulatory assets of $2.7 million previously deferred at December 31, 2020. In addition, PNM has cost savings related to COVID-19 of $0.9 million in regulatory liabilities on the Consolidated Balance Sheet at both December 31, 2021 and December 31, 2020.


TNMPOn February 3, 2021, the NMPRC issued an order finding that the temporary mandatory moratorium on disconnections of residential utility customers would be in effect from the date of the order for 100 days, which ended May 14, 2021. At the end of the moratorium, the 90-day transition period began, which continued the temporary moratorium on disconnections to provide the utilities additional time to assist residential customers with arrearages to enter into installment agreements. On July 14, 2021, the NMPRC issued an order clarifying previous orders that the mandatory requirements of the NMPRC's previous order prohibiting residential disconnects should be voluntarily complied with by investor-owned utilities until August 12, 2021. PNM began disconnections at the end of the transition period.


Transportation Electrification Program

On December 18, 2020, in compliance with New Mexico Statute, PNM filed its PNM 2022-2023 TEP for approval with the NMPRC. PNM’s requested TEP included a budget of approximately $8.4 million with flexibility of 25%. As proposed, up to 25% of the program budget will be dedicated to low and moderate income customers and is based on a model with no company ownership of charging facilities. PNM’s proposed TEP provides incentives through rebates to both residential and non-residential customers towards the purchase of chargers and/or behind-the-meter infrastructure. PNM’s TEP includes a request for a modified rate to add an electric vehicle pilot with a time-of-use option, a new non-residential electric vehicle time-of-use rate pilot without demand charges and implementation of a new rider to collect the actual costs of the TEP. PNM’s application requested NMPRC approval by the end of August 2021 and authority to file a new TEP by the end of June 2023. On August 30, 2021, the hearing examiner issued a recommended decision approving, among other things, PNM's budget flexibility proposal, PNM's proposed pilot time-of-use rate and PNM's TEP Rider. On November 10, 2021, the NMPRC issued a final order approving PNM’s TEP.

Unexecuted Transmission Service Agreements (TSAs) with Leeward Renewable Energy

On March 12, 2021, PNM filed four unexecuted TSAs with FERC totaling 145 MW with Leeward. The unexecuted TSAs provide long-term firm, point-to-point transmission service on PNM’s transmission system. The unexecuted TSAs are based on the pro-forma transmission service agreements with certain non-conforming provisions under Attachment A of PNM’s OATT and include PNM’s OATT rate. PNM is filing the unexecuted TSAs at the request of Leeward because the parties have been unable to reach an agreement on the terms and conditions for transmission service. In particular, Leeward believes the rate under the unexecuted TSAs should be an incremental rate while PNM believes the appropriate rate is its OATT rate.

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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
On April 2, 2021, Leeward and Pattern Wind separately protested PNM’s March 12, 2021 filing of four unexecuted TSAs with Leeward. The parties are requesting that FERC direct PNM to apply the same rate to the unexecuted TSAs as the incremental rate assessed to the Western Spirit transmission facilities, inclusive of Leeward’s network upgrades and requested service, or, in the alternative, initiate hearing and settlement judge procedures to address the unjust and unreasonable application of the FERC’s “higher of” policy. On April 19, 2021, PNM filed a motion for leave to answer and contested the arguments made by Leeward and Pattern Wind. In its response, PNM stated that it disagrees with the parties' pricing scheme because doing so would not recognize all the transmission facilities necessary to provide Leeward service, does not hold PNM's other transmission customers harmless, and is inconsistent with FERC pricing policy and precedent. PNM further explained that the proposal to include its FERC approved embedded rate in the unexecuted TSAs is just and reasonable and should be accepted by FERC. On May 11, 2021, FERC issued an order accepting PNM's four unexecuted TSAs. In the order, FERC stated that it agreed with PNM's pricing scheme and agreed that PNM's proposal to use the OATT rate will ensure that the benefit of Leeward's addition to the system will be spread among other existing system users, rather than simply transferred to Pattern Wind. On June 10, 2021, Pattern Wind and Leeward both filed a request for rehearing of the FERC Order. On September 10, 2021, Leeward filed a petition in the United States District Court for the District of Columbia for review of FERC's order accepting PNM's four unexecuted TSAs. On November 15, 2021, FERC issued an order denying the rehearing. On December 3, 2021, Leeward filed an Unopposed Motion for Voluntary Dismissal with the United States District Court for the District of Columbia of its petition for review. PNM is unable to predict the outcome of this matter.

FERC Compliance

PNM is conducting a comprehensive internal review of its filings with FERC regarding the potential timely filing of certain agreements that contained deviations from PNM’s standard form of service agreement in its OATT and assessing any applicable FERC waivers or refund requirements. PNM anticipates it will pursue any applicable waivers with FERC upon completion of PNM’s internal review. PNM is unable to predict the outcome of this matter.

The Community Solar Act

On June 18, 2021, Senate Bill 84, known as the Community Solar Act, became effective. The Community Solar Act establishes a program that allows for the development of community solar facilities and provides customers of a qualifying utility with the option of accessing solar energy produced by a community solar facility in accordance with the Community Solar Act. The NMPRC is charged with administering the Community Solar Act program, establishing a total maximum capacity of 200 MW community solar (applicable until November 2024) facilities and allocating proportionally to the New Mexico electric investor-owned utilities and participating cooperatives. As required under the Community Solar Act, the NMPRC opened a docket on May 12, 2021 to adopt rules to establish a community solar program no later than April 1, 2022. On June 15, 2021, the NMPRC issued an order which required utilities provide a notice to all future applicants and to any likely applicants that, until the effective date of the NMPRC's rules in this area the NMPRC's existing interconnection rules and manual remain in place until amended or replaced by the NMPRC, and further, that a place in a utility's applicant queue for interconnection does not and will not provide any advantage for selection as a community solar project. PNM has provided the required notices. On October 27, 2021, the NMPRC adopted an order issuing a NOPR starting the formal process for adoption of rules pursuant to the Community Solar Act. PNM cannot predict the full impact of the Community Solar Act or the outcome of the NMPRC's rulemaking.

San Juan Generating Station Unit 1 Outage

On June 30, 2021, a cooling tower used for SJGS Unit 1 failed resulting in a unit outage. SJGS Unit 1 was brought back online on July 25, 2021. PNM anticipates the damages to the facility will be reimbursed under an existing property insurance policy that covers SJGS, subject to a deductible of $2.0 million. PNM’s share of the deductible of $1.0 million, reflects PNM’s 50% ownership interest in SJGS Unit 1. On July 14, 2021, the NMPRC issued an order opening a formal docket and inquiry into the cooling tower incident. PNM has responded to a number of NMPRC questions in the inquiry, including questions about the cause of the cooling tower failure, cost and progress of the cleanup and remediation, whether customers experienced loss of service, how PNM provided power during the outage, safety practices and procedures at SJGS, and the history of inspections on the cooling towers. PNM cannot predict the outcome of this matter.

TNMP

TNMP 2018 Rate Case


On May 30, 2018, TNMP filed a general rate proceeding with the PUCT (the “TNMP 2018 Rate Case”) requesting an annual increase to base rates of $25.9 million based on a requested ROE of 10.5%, a cost of debt of 7.2%, and a capital structure comprised of 50% debt and 50% equity. TNMP’s application included a request included $7.7 million ofto establish new rate riders to recover Hurricane Harvey restoration, rate case, and additional vegetation management costs. The application included the integration of revenues currently

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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

Hurricane Harvey restoration, rate case, and additional vegetation management costs. The application also included the integration of revenues previously recorded under the AMS rider and collection of other unrecovered AMS investments into base rates. In 2017, TNMP recorded revenues of $21.8 million under the AMS rider. The TNMP 2018 Rate Case application also proposed to return the regulatory liability recorded at December 31, 2017 related to federal tax reform to customers and to reduce the federal corporate income tax rate to 21%. As discussed in Note 18, at December 31, 2017, TNMP recorded a regulatory liability of $146.5 million to reflect the change in federal corporate income tax rates that will be refunded to customers in future periods. The TNMP 2018 Rate Case application proposed to refund $14.4 million of this regulatory liability over a period of five years and the remaining amount over the estimated useful lives of plant in service as of December 31, 2017.


On November 2,December 20, 2018, TNMP and other parties to the case filedPUCT approved an unopposed settlement agreement that was approved byin the PUCT on December 20, 2018.case. The approved settlementPUCT’s final order results in a $10.0 million annual increase to base rates. The key elements of the approved settlement include a ROE of 9.65%, a cost of debt of 6.44%, and a capital structure comprised of 55% debt and 45% equity. TheAs stated by the settlement agreement, the PUCT’s final order excludes certain items from rate base that were requested in TNMP’s original filing, including approximately $10.6 million of transmission investments that TNMP included in its January 2019 transmission cost of service filing. Underfiling, which was approved by the termsPUCT in March 2019. In addition, the PUCT’s final order requires TNMP to reflect the lower federal income tax rate of the settlement agreement, TNMP will21% in rates and refund approximately $37.8 million of thea regulatory liability recorded at December 31, 2017 related to federal tax reform to customers over a period of five years and the remaining amount over the estimated useful lives of plant in service as of December 31, 2017. The settlement agreement also2017; approves TNMP’s request to integrate revenues historically recorded under TNMP’s AMS rider, as well as other unrecovered AMS investments, into base rates. In 2017, TNMP recorded revenues of $21.8 million under the AMS rider. The settlement alsorates; approves TNMP’s request for new depreciation rates,rates; and approves a new rider to recover Hurricane Harvey restoration costs. TNMP’s costs, related to Hurricane Harvey restoration efforts will be offset bynet of amounts to be refunded to customers resulting from the reduction in the federal income tax rate beginning on January 25, 2018 (Note 18). At December 31, 2018, the balance of Hurricane Harvey restoration costs, net of amounts owed to customers for the reduction in the federal corporate income tax rate during 2018, was $1.6 million2018. See Notes 13 and is reflected as regulatory assets on the Consolidated Balance Sheets.18. The new rider will bewas charged to customers over a period of no more than fiveapproximately three years beginning on the effective date of new base rates. New rates under the TNMP 2018 Rate Case were effective beginning on January 1, 2019.

Recovery of TNMP Rate Case Costs

Recovery of the cost of TNMP’s rate case was moved into a separate proceeding to begin after the conclusion of TNMP 2018 Rate Case. TNMP sought recovery of costs incurred through August 2019 in the amount of $3.8 million and proposed these costs be collected from customers over a three-year period. In October 2019, TNMP and other parties to the proceedings filed an unopposed settlement stipulation that reduced TNMP’s cost recovery to $3.3 million and provide for recovery over a period not to exceed three years beginning on March 1, 2020. On January 16, 2020, the PUCT approved the settlement. As a result of the PUCT’s order, TNMP recorded a pre-tax write-off of $0.5 million in December 2019, which is reflected as regulatory disallowances on TNMP’s Consolidated Statements of Earnings.
Advanced Meter System Deployment

In July 2011, the PUCT approved a settlement and authorized an AMS deployment plan that permits TNMP to collect $113.4 million in deployment costs through a surcharge over a 12-year period. TNMP began collecting the surcharge onin August 11, 2011. Deployment2011 and deployment of advanced meters began in September 2011. TNMP completed its mass deployment in 2016 and has installed more than 242,000 advanced meters. The TNMP 2018 Rate Case and associated approved settlement discussed above included a reconciliation of AMS costs and integrate TNMP’s AMS recovery into base rates beginning on January 1, 2019.

TNMP was notified by its largest AMS service provider that its existing communication platform would be decommissioned in February 2022. TNMP evaluated technological alternatives for its AMS and on October 2, 2020, filed an application with the PUCT for authorization to implement necessary upgrades of approximately $46 million by November 2022. On January 14, 2021, the PUCT approved TNMP’s application. TNMP will seek recovery of the investment associated with the upgrade in a future general rate proceeding or DCOS filing.

AMS Reconciliation

On July 14, 2021, TNMP filed a request with the PUCT to consider and approve its final reconciliation of the costs spent on the deployment of AMS from April 1, 2018 through December 31, 2018 of $9.0 million and approve appropriate carrying charges until full collection. On September 13, 2021, the PUCT Staff filed a recommendation for approval of TNMP's application for substantially all costs from April 1, 2018 through December 31, 2018. On February 10, 2022, the PUCT approved substantially all costs included in TNMP's AMS reconciliation application.
Energy Efficiency
TNMP recovers the costs of its energy efficiency programs through an energy efficiency cost recovery factor (“EECRF”), which includes projected program costs, under or over collected costs from prior years, rate case expenses, and performance bonuses (if the programs exceed mandated savings goals).

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TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
The following sets forth TNMP’s approved EECRF increases:
Effective DateAggregate Collection AmountPerformance Bonus
(In millions)
March 1, 2019$5.6 $0.8 
March 1, 20205.9 0.8 
March 1, 20215.9 1.0
Effective Date Aggregate Collection Amount Performance Bonus
  (In millions)
March 1, 2016 $6.0
 $0.7
March 1, 2017 6.0
 0.8
March 1, 2018 6.0
 1.1
March 1, 2019 5.6
 0.8


On May 27, 2021, TNMP filed its request to adjust the EECRF to reflect changes in costs for 2022. The total amount requested was $7.2 million, which includes a performance bonus of $2.3 million based on TNMP's energy efficiency achievements in the 2020 plan year. On July 28, 2021, a unanimous stipulation and settlement was filed with the PUCT to recover its requested costs in 2022, including the performance bonus of $2.3 million. On October 7, 2021, the PUCT approved TNMP's energy efficiency application.

Transmission Cost of Service Rates


TNMP can update its transmission cost of service (“TCOS”)TCOS rates twice per year to reflect changes in its invested capital although updates are not allowed while a general rate case is in process. Updated rates reflect the addition and retirement of transmission facilities, including appropriate depreciation, federal income tax and other associated taxes, and the approved rate of return on such facilities.

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PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016


The following sets forth TNMP’s recent interim transmission cost rate increases:
Effective DateApproved Increase in Rate BaseAnnual Increase in Revenue
(In millions)
March 21, 2019$111.8 $14.3 
September 19, 201921.9 3.3 
March 27, 202059.2 7.8 
October 7, 202010.8 2.0 
March 12, 2021112.6 14.1 
September 20, 202141.2 6.3 
Effective Date Approved Increase in Rate Base Annual Increase in Revenue
  (In millions)
March 23, 2016 $25.8
 $4.3
September 8, 2016 9.5
 1.8
March 14, 2017 30.2
 4.8
September 13, 2017 27.5
 4.7
March 27, 2018 32.0
 0.6


On January 25, 2019,26, 2022, TNMP filed an application to further update its transmission rates, which would increase revenues by $14.3$14.2 million annually, based on an increase in rate base of $111.8$95.6 million. The application is pending before the PUCT.
Periodic Distribution Rate Adjustment

PUCT rules permit interim rate adjustments to reflect changes in investments in distribution assets. Distribution utilities may file for a periodic rate adjustment between April 1 and April 8 of each year as long as the electric utility is not earning more than its authorized rate of return using weather-normalized data. However,Utilities are limited to four periodic interim distribution rate adjustments between general rate cases.

On April 6, 2020, TNMP has not madefiled its 2020 DCOS that requested an increase in TNMP's annual distribution revenue requirement of $14.7 million based on net capital incremental rate base of $149.2 million. On June 26, 2020, the parties filed a filingunanimous settlement for a $14.3 million annual distribution revenue requirement with rates effective September 1, 2020. On August 13, 2020, the PUCT approved the unanimous settlement. On April 5, 2021, TNMP filed its 2021 DCOS that requested an increase in TNMP annual distribution revenue requirement of $14.0 million based on an increase in rate base of $104.5 million. On July 1, 2021, TNMP reached a unanimous settlement agreement with parties that would authorize TNMP to adjustcollect an increase in annual distribution revenues of $13.5 million beginning in September 2021. Subsequently, the ALJ issued an order on July 9, 2021 approving interim rates for additional investments in distribution assets.

Competition Transition Charge Compliance Filing

In connection witheffective September 1, 2021, and remanded the adoption of Senate Bill 7 by the Texas Legislature in 1999 that deregulated electric utilities operating within ERCOT, TNMP was allowed to recover its stranded costs through the CTC and to recover a carrying charge on the CTC. The amounts yet to be collected are recorded as regulatory assets by TNMP. Further, the order authorizing TNMP’s CTC included a true-up provision requiring an adjustmentcase to the CTC due to a cumulative over- or under-collection of revenues, including interest, greater-than or equal to 15% ofPUCT for approval. On September 23, 2021, the most recent annual CTC funding amount. PUCT approved substantially all costs in the unanimous settlement.

COVID-19 Electricity Relief Program

On March 13, 2017, TNMP made a filing to true-up the CTC. The requested adjustment reduces the collection of the amortization by $1.1 million annually. The change was approved on April 5, 2017 and went into effect on June 1, 2017. TNMP estimates the CTC will be fully recovered in November 2020.

Order Related to Changes in Federal Income Tax Rates

On January 25, 2018,26, 2020, the PUCT issued an accounting order that addressesestablishing an electricity relief program for electric utilities, REPs, and customers impacted by COVID-19. The program allowed providers to implement a rider to collect unpaid residential retail
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
customer bills and to ensure these customers continued to have electric service. In addition, the change inprogram provided transmission and distribution providers access to zero-interest loans from ERCOT. Collectively, ERCOT’s loans could not exceed $15 million. The program had a term of six months unless extended by the federal corporate income tax rates on investor-owned utilities inPUCT. In a separate order, the state of Texas. The order requires investor-ownedPUCT authorized electric utilities to recordestablish a regulatory asset for costs related to COVID-19. These costs included but were not limited to costs related to unpaid accounts.

TNMP filed its rider on March 30, 2020. The rider was effective immediately and established a charge of $0.33 per MWh in accordance with the PUCT's order. Final collections under the rider exceeded unpaid residential retail customer bills and were presented net as a regulatory liability equalof $0.1 million on the Consolidated Balance Sheet as of December 31, 2020. TNMP is refunding the net regulatory liability through its transmission cost recovery factor. Other COVID-19 related costs of $0.7 million were also recorded as a regulatory asset on the Consolidated Balance Sheet as of December 31, 2020. TNMP no longer intends to seek recovery of the reductionother incremental costs in accumulated federal deferred income tax balances ata future rate proceeding as a regulatory asset and therefore, reversed the endregulatory asset in 2021. On April 14, 2020, TNMP executed an interest-free loan agreement to borrow $0.5 million from ERCOT, and on October 30, 2020, the balance of 2017 due to the changeloan was repaid.

On August 27, 2020, the PUCT issued an order determining that new enrollments in the federal corporate income tax rate.program should end on August 31, 2020 and benefits under the program should end on September 30, 2020 to allow eligible customers a minimum of one month of benefits from the program. All requests for reimbursement were made by November 30, 2020. On December 4, 2020, TNMP filed to end collections under the tariff. Final collections under the rider were made on December 11, 2020. On January 14, 2021, TNMP made a final compliance filing for the electricity relief program.

In addition, the order requires that a regulatory liability be recorded to reflect the difference between revenues collected under existing rates and those that would have been collected had those rates been set reflecting federal income tax reform beginning on the date of the order (Note 18). In compliance with the PUCT order, during the year ended December 31, 2018, TNMP reduced revenues by $5.4 million to reflect the impact of the reduction in the federal corporate income tax rate beginning January 25, 2018. The amount owed will be offset against TNMP’s Hurricane Harvey restoration costs and refunded to customers as a component of a new rate rider over a period of no more than five years beginning on January 1, 2019.(18)Income Taxes
(18)Income Taxes


Federal Income Tax Reform


OnIn December 22, 2017, comprehensive changes in United StatesU.S. federal income taxes were enacted through legislation commonly known as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act made many significant modifications to the tax laws, including reducing the federal corporate income tax rate from 35% to 21% effective January 1, 2018. The Tax Act also eliminated federal bonus depreciation for utilities, limited interest deductibility for non-utility businesses and limited the deductibility of certain officer compensation. During 2018,2020, the IRS issued additional guidancefinal regulations related to certain officer

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Table of Contents
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

compensation and, proposedin January 2021, issued final regulations on interest deductibility that provide a 10% “de minimis” exception that allows entities with predominantly regulated activities to fully deduct interest expenses. In addition, in 2020, the IRS issued proposedfinalized regulations interpreting Tax Act amendments to depreciation provisions of the Internal Revenue CodeIRC that allowallowed the Company to claim a bonus depreciation deduction on certain construction projects placed in service subsequent to the third quarter of 2017.


Although most of the provisions of the Tax Act were not effective until 2018, GAAP required that some effects be recognized in 2017. Under the asset and liability method of accounting for income taxes used by the Company, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. At the date of enactment of the Tax Act, the Company had net deferred tax liabilities for its regulated activities and net deferred tax assets for non-regulated activities. As a result of the change in the federal income tax rate, the Company re-measured and adjusted its deferred tax assets and liabilities as of December 31, 2017. The portion of that adjustment not related to PNM’s and TNMP’s regulated activities was recorded as a reduction in net deferred tax assets and an increase in income tax expense. The portion related to PNM’s and TNMP’s regulated activities was recorded as a reduction in net deferred tax liabilities and an increase in regulatory liabilities, based on the assumption that PNM and TNMP will be required to return the benefit to ratepayers over time.liabilities.

Beginning February 2018, PNM’s NM 2016 Rate Case reflected that assumption by including an amortization of the estimated benefit ofreflects the reduction in existingthe federal corporate income tax rate, including amortization of excess deferred federal and state income taxes. In accordance with the order in that case, PNM is returning the protected portion of excess deferred federal income taxes to customers over the average remaining life of plant in service as of December 31, 2017 and the unprotected portion of excess deferred federal income taxes to customers over a reductionperiod of approximately twenty-three years. Excess deferred state income taxes were returned to customer ratescustomers over approximately twenty-one years beginninga three-year period, which concluded in 2018. In addition, the first quarter of 2021. The approved settlement in the TNMP 2018 Rate Case reflectsincludes a similar amortizationreduction in customer rates to reflect the impacts of the Tax Act beginning on January 1, 2019. PNMR, PNM, and TNMP amortized federal and state excess deferred income taxes through reduced customer rates beginningof $24.5 million, $15.2 million, and $9.3 million in 2019.2021. See additional discussion of PNM’s NM 2016 Rate Case and TNMP’s 2018 Rate Case in Note 17.


The adjustments to deferred income taxes recorded as increasesAs discussed in regulatory liabilities and income tax expense asNote 17, the NM Supreme Court issued a resultdecision in May 2019 on the appeal of the enactmentNM 2015 Rate Case resulting in pre-tax impairments of $150.6 million in the Tax Act atyear ending December 31, 2017 are presented below:
  PNM TNMP Corporate and Other Consolidated
  (In thousands)
Net increase in regulatory liabilities $402,501
 $146,451
 $
 $548,952
Net decrease in deferred income tax liabilities (deferred income tax assets) 372,895
 138,586
 (19,990) 491,491
Net deferred income tax expense $29,606
 $7,865
 $19,990
 $57,461

GAAP requires that the impacts2019. The impairments were recognized as discrete items within regulatory disallowances and restructuring costs resulting in tax benefits of adjusting existing deferred tax assets and liabilities for a change in an income tax rate be recognized in income tax expense during the period of enactment, including impacts that$45.7 million, which are reflected in AOCI. This resulted in the tax effects of items within AOCI not reflecting the appropriate tax rate and being stranded in AOCI. In February 2018, the FASB issued Accounting Standards Update 2018-02 - Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income to address this issue by allowing entities to reclassify the income tax effects of the Tax Act on items within AOCI to retained earnings. The Company records in AOCI, net of income taxes unamortized gains and losses related to PNM’s defined benefit pension plans toon the extent not attributed to regulated operations, unrealized gains on PNM’s available-for-sale securities, and unrealized gains and losses on cash flow hedges related to PNMR’s interest rate swaps. When amounts are reclassified from AOCI to theCompany’s Consolidated StatementStatements of Earnings for the Company recognizes the related income tax expense (benefit) at the tax rate in effect at that time. As permitted by ASU 2018-02, as ofyear ended December 31, 2017, the Company reclassified the stranded federal income tax effects of the Tax Act on items recorded in AOCI, resulting in a net increase in retained earnings of $17.6 million. See Note 3.2019.


In December 2017, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provided guidance to address the application of GAAP to reflect the Tax Act in circumstances where all information and analysis was not yet available or complete. This bulletin provided for up to a one-year period in which to complete the required analyses and accounting for the impacts of the Tax Act. In accordance with SAB 118, the Company completed its analysis of the impacts of the Tax Act in 2018. The adjustments to deferred income taxes resulting from completion of the Company’s analysis, which resulted primarily from differences between the estimated amounts recorded as of December 31, 2017 and the actual amounts reflected in the Company’s 2017 tax return filing, including adjustments resulting from additional guidance and interpretations to the Tax Act issued in 2018 related to bonus depreciation, certain incentive compensation, and other items are presented below:


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Table of Contents
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

  PNM TNMP Corporate and Other Consolidated
  (In thousands)
Net increase (decrease) in regulatory liabilities $11,244
 $(4,069) $
 $7,175
Net decrease in deferred income tax liabilities (deferred income tax assets) (2,175) (9,784) 13,869
 $1,910
Net increase in affiliate receivables
(affiliate payables)
 12,300
 4,042
 (16,342) 
Net deferred income tax expense $1,119
 $1,673
 $2,473
 $5,265

PNMR
PNMR’s income taxes (benefits) consist of the following components:
 Year Ended December 31,
 202120202019
 (In thousands)
Current federal income tax$— $— $60 
Current state income tax1,835 231 43 
Deferred federal income tax (benefit)20,679 17,574 (20,372)
Deferred state income tax (benefit)11,315 3,721 (4,491)
Amortization of accumulated investment tax credits(1,247)(890)(522)
Total income taxes (benefits)$32,582 $20,636 $(25,282)
 Year Ended December 31,
 2018 2017 2016
 (In thousands)
Current federal income tax$
 $
 $
Current state income tax(244) (188) (527)
Deferred federal income tax7,716
 119,182
 60,892
Deferred state income tax648
 11,632
 3,886
Amortization of accumulated investment tax credits(345) (286) (973)
Total income taxes$7,775
 $130,340
 $63,278


PNMR’s provision for income taxes (benefits) differed from the federal income tax computed at the statutory rate for each of the years shown. The differences are attributable to the following factors:
 Year Ended December 31,
 202120202019
 (In thousands)
Federal income tax at statutory rates$51,330 $43,670 $14,038 
Amortization of accumulated investment tax credits(1,247)(890)(522)
Amortization of excess deferred income tax (Note 17)(24,484)(30,723)(37,799)
Flow-through of depreciation items798 1,368 1,136 
Earnings attributable to non-controlling interest in Valencia(3,253)(2,943)(2,991)
State income tax, net of federal (benefit)9,660 6,961 298 
Allowance for equity funds used during construction(2,776)(2,363)(1,990)
Regulatory recovery of prior year impairments of state net operating loss carryforward, including amortization— 1,367 1,367 
Tax benefit related to stock compensation awards(788)(392)(795)
Non-deductible compensation899 2,630 1,156 
Transaction costs848 — — 
Other1,595 1,951 820 
Total income taxes (benefits)$32,582 $20,636 $(25,282)
 Year Ended December 31,
 2018 2017 2016
 (In thousands)
Federal income tax at statutory rates$22,902
 $79,016
 $68,311
Amortization of accumulated investment tax credits(345) (286) (973)
Amortization of excess deferred income tax(19,779) 
 
Flow-through of depreciation items712
 1,147
 1,227
Earnings attributable to non-controlling interest in Valencia(3,173) (5,256) (5,082)
State income tax, net of federal benefit1,358
 5,398
 4,537
Impairment of state net operating loss carryforwards
 819
 (311)
Allowance for equity funds used during construction(2,185) (3,331) (1,732)
Impairment of charitable contribution carryforward
 909
 
Regulatory recovery of prior year impairments of state net operating loss carryforward, including amortization1,367
 (2,225) (1,877)
Federal income tax rate change2,914
 57,461
 
Tax expense (benefit) related to stock compensation awards4,647
 (2,324) 
Other(643) (988) (822)
Total income taxes$7,775
 $130,340
 $63,278
Effective tax rate7.13% 57.73% 32.42%
Effective tax rate13.33 %9.92 %(37.82)%





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Table of Contents
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

The components of PNMR’s net accumulated deferred income tax liability were:
 December 31,
 20212020
 (In thousands)
Deferred tax assets:
Net operating loss$32,441 $41,419 
Regulatory liabilities related to income taxes120,651 148,961 
Federal tax credit carryforwards122,436 121,354 
Regulatory disallowances38,835 38,531 
Other34,812 42,885 
Total deferred tax assets349,175 393,150 
Deferred tax liabilities:
Depreciation and plant related(787,295)(738,342)
Investment tax credit(97,409)(98,669)
Regulatory assets related to income taxes(78,211)(61,330)
Pension(40,828)(37,099)
Regulatory asset for shutdown of SJGS Units 2 and 3(25,643)(27,237)
Other(84,639)(124,985)
Total deferred tax liabilities(1,114,025)(1,087,662)
Net accumulated deferred income tax liabilities$(764,850)$(694,512)
 December 31,
 2018 2017
 (In thousands)
Deferred tax assets:   
Net operating loss$82,386
 $98,301
Regulatory liabilities related to income taxes158,416
 189,501
Federal tax credit carryforwards76,481
 71,849
Shutdown of SJGS Units 2 and 31,638
 2,204
Other97,515
 45,656
Total deferred tax assets416,436
 407,511
Deferred tax liabilities:   
Depreciation and plant related(767,482) (690,909)
Investment tax credit(57,853) (55,731)
Regulatory assets related to income taxes(62,889) (61,956)
CTC(3,613) (5,670)
Pension(35,407) (56,070)
Regulatory asset for shutdown of SJGS Units 2 and 3(30,425) (31,887)
Other(59,486) (52,498)
Total deferred tax liabilities(1,017,155) (954,721)
Net accumulated deferred income tax liabilities$(600,719) $(547,210)


The following table reconciles the change in PNMR’s net accumulated deferred income tax liability to the deferred income tax benefit(benefit) included in the Consolidated Statement of Earnings:
 Year Ended
 December 31, 2018
 (In thousands)
Net change in deferred income tax liability per above table$53,509
Change in tax effects of income tax related regulatory assets and liabilities(27,833)
Amortization of excess deferred income tax(19,779)
Tax effect of mark-to-market adjustments380
Tax effect of excess pension liability308
Adjustment for uncertain income tax positions765
Reclassification of unrecognized tax benefits(765)
Amortization of state net operating loss recovered in prior years1,367
Federal income tax rate change, including impact on regulatory liabilities2,330
Refundable alternative minimum tax credit carryforward reclassified to receivable(1,585)
Other(678)
Deferred income taxes$8,019
Year Ended
December 31, 2021
(In thousands)
Net change in deferred income tax liability per above table$70,338 
Change in tax effects of income tax related regulatory assets and liabilities(12,424)
Amortization of excess deferred income tax(24,484)
Tax effect of mark-to-market adjustments2,729 
Tax effect of excess pension liability(5,196)
Adjustment for uncertain income tax positions562 
Reclassification of unrecognized tax benefits(562)
Other(216)
Deferred income taxes$30,747 
 
PNM
PNM’s income taxes (benefit) consist of the following components:
 Year Ended December 31,
 202120202019
 (In thousands)
Current federal income tax (benefit)$— $— $(6,266)
Current state income tax (benefit)(128)(585)449 
Deferred federal income tax (benefit)18,774 20,125 (12,308)
Deferred state income tax (benefit)8,583 2,560 (7,590)
Amortization of accumulated investment tax credits(237)(243)(247)
Total income taxes (benefit)$26,992 $21,857 $(25,962)
 Year Ended December 31,
 2018 2017 2016
 (In thousands)
Current federal income tax$(6,644) $118
 $(10,290)
Current state income tax(2,661) (1,112) (1,907)
Deferred federal income tax5,661
 73,308
 49,123
Deferred state income tax(2,080) 9,527
 4,969
Amortization of accumulated investment tax credits(247) (286) (973)
Total income taxes (benefit)$(5,971) $81,555
 $40,922




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Table of Contents
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019


PNM’s provision for income taxes (benefit) differed from the federal income tax computed at the statutory rate for each of the years shown. The differences are attributable to the following factors:
 Year Ended December 31,
 202120202019
 (In thousands)
Federal income tax at statutory rates$41,696 $38,193 $6,187 
Amortization of accumulated investment tax credits(237)(243)(247)
Amortization of excess deferred income tax (Note 17)(15,158)(21,609)(28,923)
Flow-through of depreciation items689 1,279 1,077 
Earnings attributable to non-controlling interest in Valencia(3,253)(2,943)(2,991)
State income tax, net of federal benefit7,609 7,111 92 
Allowance for equity funds used during construction(2,080)(1,461)(1,398)
Regulatory recovery of prior year impairment of state net operating loss carryforward, net of amortization— 1,367 1,367 
Allocation of tax benefit related to stock compensation awards(563)(279)(559)
Non-deductible compensation547 1,554 683 
Transaction costs22 — — 
Other(2,280)(1,112)(1,250)
Total income taxes (benefits)$26,992 $21,857 $(25,962)
 Year Ended December 31,
 2018 2017 2016
 (In thousands)
Federal income tax at statutory rates$13,514
 $59,139
 $46,501
Amortization of accumulated investment tax credits(247) (286) (973)
Amortization of excess deferred income tax(19,779) 
 
Flow-through of depreciation items674
 1,103
 1,185
Earnings attributable to non-controlling interest in Valencia(3,173) (5,256) (5,082)
State income tax, net of federal benefit1,323
 4,926
 3,921
Impairment of state net operating loss carryforwards
 627
 (213)
Allowance for equity funds used during construction(1,716) (3,032) (1,457)
Regulatory recovery of prior year impairment of state net operating loss carryforward, net of amortization1,367
 (2,225) (1,877)
Federal income tax rate change(683) 29,606
 
Allocation of tax expense (benefit) related to stock compensation awards3,967
 (1,708) 
Other(1,218) (1,339) (1,083)
Total income taxes (benefit)$(5,971) $81,555
 $40,922
Effective tax rate(9.28)% 48.27% 30.80%
Effective tax rate13.59 %12.02 %(88.13)%


The components of PNM’s net accumulated deferred income tax liability were:
 December 31,
 20212020
 (In thousands)
Deferred tax assets:
Net operating loss$1,854 $— 
Regulatory liabilities related to income taxes96,161 121,569 
Federal tax credit carryforwards86,811 84,719 
Regulatory disallowance38,835 38,531 
Other36,599 46,444 
Total deferred tax assets260,260 291,263 
Deferred tax liabilities:
Depreciation and plant related(616,567)(576,079)
Investment tax credit(74,187)(74,424)
Regulatory assets related to income taxes(68,687)(51,493)
Pension(36,283)(32,413)
Regulatory asset for shutdown of SJGS Units 2 and 3(25,643)(27,237)
Other(69,575)(108,767)
Total deferred tax liabilities(890,942)(870,413)
Net accumulated deferred income tax liabilities$(630,682)$(579,150)
 December 31,
 2018 2017
 (In thousands)
Deferred tax assets:   
Net operating loss$50,762
 $67,719
Regulatory liabilities related to income taxes125,395
 152,059
Federal tax credit carryforwards62,230
 60,085
Shutdown of SJGS Units 2 and 31,638
 2,204
Other36,916
 23,801
Total deferred tax assets276,941
 305,868
Deferred tax liabilities:   
Depreciation and plant related(606,673) (544,270)
Investment tax credit(55,484) (55,731)
Regulatory assets related to income taxes(53,561) (52,392)
Pension(31,046) (51,774)
Regulatory asset for shutdown of SJGS Units 2 and 3(30,425) (31,887)
Other(2,519) (18,826)
Total deferred tax liabilities(779,708) (754,880)
Net accumulated deferred income tax liabilities$(502,767) $(449,012)





B - 121109

Table of Contents
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

The following table reconciles the change in PNM’s net accumulated deferred income tax liability to the deferred income tax benefit(benefit) included in the Consolidated Statement of Earnings:
 Year Ended
 December 31, 2018
 (In thousands)
Net change in deferred income tax liability per above table$53,755
Change in tax effects of income tax related regulatory assets and liabilities(27,833)
Amortization of excess deferred income tax(19,779)
Tax effect of mark-to-market adjustments579
Tax effect of excess pension liability308
Adjustment for uncertain income tax positions725
Reclassification of unrecognized tax benefits(725)
Amortization of state net operating loss recovered in prior years1,367
Federal income tax rate change, including impact on regulatory liabilities(6,250)
Other1,187
Deferred income taxes$3,334
Year Ended
December 31, 2021
(In thousands)
Net change in deferred income tax liability per above table$51,532 
Change in tax effects of income tax related regulatory assets and liabilities(9,834)
Amortization of excess deferred income tax(15,158)
Tax effect of mark-to-market adjustments2,957 
Tax effect of excess pension liability(5,196)
Adjustment for uncertain income tax positions541 
Reclassification of unrecognized tax benefits2,278 
Deferred income taxes$27,120 
TNMP
TNMP’s income taxes consist of the following components:
Year Ended December 31, Year Ended December 31,
2018 2017 2016 202120202019
(In thousands) (In thousands)
Current federal income tax$13,347
 $2,472
 $9,445
Current federal income tax$5,770 $12,048 $10,792 
Current state income tax1,753
 1,765
 1,729
Current state income tax2,395 2,033 1,904 
Deferred federal income tax(540) 27,304
 12,690
Deferred state income tax2,320
 (29) (28)
Deferred federal income tax (benefit)Deferred federal income tax (benefit)(224)(7,744)(7,621)
Deferred state income tax (benefit)Deferred state income tax (benefit)(29)(29)(29)
Total income taxes$16,880
 $31,512
 $23,836
Total income taxes$7,912 $6,308 $5,046 
 

TNMP’s provision for income taxes differed from the federal income tax computed at the statutory rate for each of the periods shown. The differences are attributable to the following factors:
 Year Ended December 31,
 202120202019
 (In thousands)
Federal income tax at statutory rates$15,076 $13,628 $12,778 
Amortization of excess deferred income tax(9,326)(9,113)(8,876)
State income tax, net of federal (benefit)1,763 1,625 1,532 
Allocation of tax benefit related to stock compensation awards(224)(112)(236)
Non-deductible compensation351 1,071 471 
Transaction costs(4)— — 
Other276 (791)(623)
Total income taxes$7,912 $6,308 $5,046 
 Year Ended December 31,
 2018 2017 2016
 (In thousands)
Federal income tax at statutory rates$14,379
 $23,475
 $22,928
State income tax, net of federal benefit1,454
 1,198
 1,132
Federal income tax rate change
 7,865
 
Allocation of tax expense (benefit) related to stock compensation awards735
 (616) 
Other312
 (410) (224)
Total income taxes$16,880
 $31,512
 $23,836
Effective tax rate24.65% 46.98% 36.39%
Effective tax rate11.02 %9.71 %8.29 %





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Table of Contents
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

The components of TNMP’s net accumulated deferred income tax liability at December 31, were:
 December 31,
 20212020
 (In thousands)
Deferred tax assets:
Regulatory liabilities related to income taxes$24,490 $27,392 
Other3,648 4,548 
Total deferred tax assets28,138 31,940 
Deferred tax liabilities:
Depreciation and plant related(157,649)(148,279)
Regulatory assets related to income taxes(9,525)(9,836)
Loss on reacquired debt(5,799)(6,072)
Pension(4,545)(4,685)
AMS(5,249)(6,915)
Other(2,619)(1,522)
Total deferred tax liabilities(185,386)(177,309)
Net accumulated deferred income tax liabilities$(157,248)$(145,369)
 December 31,
 2018 2017
 (In thousands)
Deferred tax assets:   
Regulatory liabilities related to income taxes$33,021
 $43,103
Other4,517
 3,762
Total deferred tax assets37,538
 46,865
Deferred tax liabilities:   
Depreciation and plant related(136,117) (135,647)
CTC(3,613) (5,670)
Regulatory assets related to income taxes(9,328) (9,564)
Loss on reacquired debt(6,617) (6,890)
Pension(4,361) (4,296)
AMS(10,030) (7,707)
Other(3,710) (3,506)
Total deferred tax liabilities(173,776) (173,280)
Net accumulated deferred income tax liabilities$(136,238) $(126,415)


The following table reconciles the change in TNMP’s net accumulated deferred income tax liability to the deferred income tax benefit(benefit) included in the Consolidated Statement of Earnings:
Year Ended
December 31, 2021
(In thousands)
Net change in deferred income tax liability per above table$11,879 
Change in tax effects of income tax related regulatory assets and liabilities(2,591)
Amortization of excess deferred income tax (benefit)(9,326)
Other(215)
Deferred income tax (benefits)$(253)
 Year Ended
 December 31, 2018
 (In thousands)
Net change in deferred income tax liability per above table$9,823
Change in tax effects of income tax related regulatory assets and liabilities(350)
Federal income tax rate change, including impact on regulatory liabilities(7,761)
Other68
Deferred income taxes$1,780

Other Disclosures


GAAP requires that theThe Company is required to recognize only the impact of tax positions that, based on their technical merits, are more likely than not to be sustained upon an audit by the taxing authority. A reconciliation of unrecognized tax benefits is as follows:
PNMRPNMTNMP
 (In thousands)
Balance at December 31, 2018$10,194 $7,288 $103 
Additions based on tax positions related to 2019329 329 — 
Additions for tax positions of prior years170 159 11 
Settlement payments— — — 
Balance at December 31, 201910,693 7,776 114 
Additions based on tax positions related to 20202,286 2,286 — 
Additions for tax positions of prior years173 168 
Settlement payments— — — 
Balance at December 31, 202013,152 10,230 119 
Additions based on tax positions related to 2021305 295 11 
Additions for tax positions of prior years257 246 11 
Settlement payments— — — 
Balance at December 31, 2021$13,714 $10,771 $141 
 PNMR PNM TNMP
 (In thousands)
Balance at December 31, 2015$6,455
 $3,652
 

Additions based on tax positions related to 2016242
 242
 
Additions (reductions) for tax positions of prior years55
 55
 
Settlement payments
 
 
Balance at December 31, 20166,752
 3,949
 
Additions based on tax positions related to 2017262
 262
 
Additions (reductions) for tax positions of prior years2,415
 2,352
 63
Settlement payments
 
 
Balance at December 31, 20179,429
 6,563
 63
Additions based on tax positions related to 2018543
 543
 
Additions (reductions) for tax positions of prior years222
 182
 40
Settlement payments
 
 
Balance at December 31, 2018$10,194
 $7,288
 $103



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Table of Contents
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

Included in the balance of unrecognized tax benefits at December 31, 20182021 are $9.6$11.6 million, $6.7$8.6 million, and $0.1 million that, if recognized, would affect the effective tax rate for PNMR, PNM, and TNMP. The Company does not anticipate that any unrecognized tax expenses or unrecognized tax benefits will be reduced or settled in 2019.2022.


In 2016, the Company undertook an analysis ofPNMR, PNM, and TNMP had no estimated interest income and interestor expense applicable to federal income tax matters. The analysis encompassed the impacts of IRS examinations, amended income tax returns, and filings for carrybacks of tax matters to previous taxable years applicable to all years not closed under the IRS rules. As a result of this effort, PNMR received net refunds from the IRS of $6.5 million. Of the refunds, $2.1 million was recorded as a reduction of the net interest receivable and $5.1 million was recorded as interest income, which was partially offset by $0.7 million of interest expense. In addition, PNMR incurred $0.9 million in professional fees related to the analysis. Of the net pre-tax impacts aggregating $3.5 million, $2.6 million is reflected in the PNM segment, $0.3 million in the TNMP segment, and $0.6 million in the Corporate and Other segment.
Estimated interest income related to refunds the Company expects to receive is included in Other income and estimated interest expense and penalties related to potential cash settlements are included in Interest Charges in the Consolidated Statements of Earnings. Interest income (expense) related to income taxes was as follows:
 PNMR PNM TNMP
 (In thousands)
2018$
 $
 $
2017$
 $
 $
2016$4,398
 $3,625
 $345

for the years ended December 31, 2021, 2020, and 2019. There was no accumulated accrued interest receivable or payable related to income taxes as of December 31, 20182021 and 2017.2020.


The Company files a federal consolidated and several consolidated and separate state income tax returns. The tax years prior to 20152018 are closed to examination by either federal or state taxing authorities other than Arizona. The tax years prior to 20122017 are closed to examination by Arizona taxing authorities. Other tax years are open to examination by federal and state taxing authorities.authorities and net operating loss carryforwards are open to examination for the years in which the carryforwards are utilized. At December 31, 2018,2021, the Company has $474.6$196.2 million of federal net operating loss carryforwards that expire beginning in 20302033 and $76.5$122.4 million of federal tax credit carryforwards that expire beginning in 2023.2024. State net operating losses expire beginning in 20172033 and vary from federal due to differences between state and federal tax law. The proposed Merger may impact the Company’s ability to utilize its federal net operating loss and tax credit carryforwards.

In 2013, New Mexico House Bill 641 reduced the New Mexico corporate income tax rate from 7.6% to 5.9%. The rate reduction was being phased-in from 2014 to 2018. In accordance with GAAP, PNMR and PNM adjusted accumulated deferred income taxes to reflect the tax rate at which the balances are expected to reverse during the period that includes the date of enactment, which was in the year ended December 31, 2013. At that time, the portion of the adjustment related to PNM’s regulated activities was recorded as a reduction in deferred tax liabilities and an increase in a regulatory liability, based on the assumption that PNM would be required to return the benefit to customers over time. PNM’s NM 2016 Rate Case (Note 17) reflects the benefit of the lower New Mexico corporate income tax rate being returned to customers over a three-year period beginning February 1, 2018. In addition, the portion of the adjustment that was not related to PNM’s regulated activities was recorded as a reduction in deferred tax assets and an increase in income tax expense. Changes in the estimated timing of reversals of deferred tax assets and liabilities resulted in refinements of the impacts of this change in tax rates being recorded through December 31, 2017, at which time the impacts of the rate reduction were fully phased-in. Adjustments to deferred income taxes recorded as increases (decreases) in the regulatory liability and income tax expense are as follows:
 PNMR PNM TNMP
 (In thousands)
December 31, 2017:     
Regulatory liability$(10,109) $(10,109) $
Income tax expense$(1,259) $(1,179) $
December 31, 2016:     
Regulatory liability$(7,132) $(7,132) $
Income tax expense$712
 $804
 $


In 2008, fifty percent bonus tax depreciation was enacted as a temporary two-year stimulus measure as part of the Economic Stimulus Act of 2008. Bonus tax depreciation in various forms was continuouslyhas been extended since that time, including by the

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Table of Contents
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016

Protecting Americans from Tax Hikes Act of 2015. The 2015 act extended and phased-out bonus tax depreciation through 2019. As discussed above the Tax Act eliminated bonus depreciation for utilities effective September 28, 2017. However, in 20182020 the IRS issued proposed regulations interpreting Tax Act amendments to depreciation provisions of the Internal Revenue CodeIRC which allowed the Company to claim a bonus depreciation deduction on certain construction projects placed in service after the third quarter of 2017. As a result of the net operating loss carryforwards for income tax purposes created by bonus depreciation, certain tax carryforwards were not expected to be utilized before their expiration. In addition, as a result of Tax Act changes to the deductibility of officer compensation, certain deferred tax benefits related to compensation are not expected to be realized. In accordance with GAAP, theThe Company has impaired the deferred tax assets for tax carryforwards which are not expected to be utilized and for compensation that is not expected to be deductible.

The Company earns investment tax credits for construction or purchase of eligible property. The Company uses the deferral method of accounting for these investment tax credits.

The impairments after reflecting the expiration of carryforwards under applicable tax laws, net of federal tax benefit, for 20162019 through 20182021 are as follows:
PNMRPNMTNMP
(In thousands)
December 31, 2021:
Federal tax credit carryforwards$1,029 $— $— 
Compensation expense$119 $84 $35 
December 31, 2020:
State tax credit carryforwards$(425)$— $— 
Compensation expense$96 $61 $35 
December 31, 2019:
State tax credit carryforwards$425 $— $— 
Compensation expense$(99)$(100)$
 PNMR PNM TNMP
 (In thousands)
December 31, 2018:     
State tax credit carryforwards$
 $
 $
State net operating loss carryforwards$
 $
 $
Charitable contribution carryforwards$
 $
 $
Compensation expense$410

$298
 $111
December 31, 2017:     
State tax credit carryforwards$
 $
 $
State net operating loss carryforwards$819
 $627
 $
Charitable contribution carryforwards$909
 $
 $
December 31, 2016:     
State tax credit carryforwards$
 $
 $
State net operating loss carryforwards$(311) $(213) $
Charitable contribution carryforwards$
 $
 $



The impairments of unexpired state tax credits, state net operating loss, and charitable contribution carryforwards are reflected as a valuation allowance against deferred tax assets. The reserve balances, after reflecting expiration of carryforwards under applicable tax laws, at December 31, 2018 and 2017 are as follows:
 PNMR PNM TNMP
 (In thousands)
December 31, 2018:     
State tax credit carryforwards$
 $
 $
State net operating loss carryforwards$
 $
 $
Charitable contribution carryforwards$
 $
 $
Compensation expense$410
 $298
 $111
December 31, 2017:     
State tax credit carryforwards$2,487
 $
 $
State net operating loss carryforwards$1,131
 $839
 $
Charitable contribution carryforwards$952
 $
 $

As a result of carryforward expirations, there were no remaining impairments of state tax credits, state NOL, and charitable contribution carryforwards at December 31, 2018.

The NMPRC’s order in the NM 2015 Rate Case (Note 17) approved PNM’s request to record a regulatory asset, which net of federal income taxes, amounted to $2.1 million, to recover a 2014 impairment of PNM’s New Mexico net operating loss carryforward resulting from an extension of the income tax provision for fifty percent bonus depreciation. The regulatory asset was being recovered through rates over two years. The settlement of the NM 2016 Rate Case (Note 17) included $3.3 million, net of federal tax, resulting from impairment of a 2015 New Mexico net operating loss as an addition to the remaining unamortized balance of the regulatory asset from the NM 2015 Rate Case. The total balance is being recovered over three years beginning in 2018. These impacts, including amortization, are reflected in income tax expense on the Consolidated Statement of Earnings.


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Table of Contents
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

The tax effect of compensation that is not expected to be deductible and impairments of unexpired tax credits are reflected as a valuation allowance against deferred tax assets. The reserve balances, after reflecting expiration of carryforwards under applicable tax laws, at December 31, 2021 and 2020 are as follows:
PNMRPNMTNMP
(In thousands)
December 31, 2021:
Federal tax credit carryforwards$1,029 $— $— 
Compensation expense$526 $343 $182 
December 31, 2020:
Compensation expense$407 $259 $148 

(19) Goodwill


The excess purchase price over the fair value of the assets acquired and the liabilities assumed by PNMR for its 2005 acquisition of TNP was recorded as goodwill and was pushed down to the businesses acquired. In 2007, the TNMP assets that were included in its New Mexico operations, including goodwill, were transferred to PNM. PNMR’s reporting units that currently have goodwill are PNM and TNMP.


GAAP requires theThe Company to evaluateevaluates its goodwill for impairment annually at the reporting unit level or more frequently if circumstances indicate that the goodwill may be impaired. Application of the impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, and determination of the fair value of each reporting unit.


GAAP provides that inIn certain circumstances an entity may perform a qualitative analysis to conclude that the goodwill of a reporting unit is not impaired. Under a qualitative assessment an entity considers macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, other relevant entity-specific events affecting a reporting unit, as well as whether a sustained decrease (both absolute and relative to its peers) in share price has occurred. An entity considers the extent to which each of the adverse events and circumstances identified could affect the comparison of a reporting unit’s fair value with its carrying amount. An entity places more weight on the events and circumstances that most affect a reporting unit’s fair value or the carrying amount of its net assets. An entity also considers positive and mitigating events and circumstances that may affect its determination of whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity evaluates, on the basis of the weight of evidence, the significance of all identified events and circumstances in the context of determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. A quantitative analysis is not required if, after assessing the totality of events orand circumstances, an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount.


In other circumstances, an entity may perform a quantitative analysis to reach the conclusion regarding impairment with respect to a reporting unit. An entity may choose to perform a quantitative analysis without performing a qualitative analysis and may perform a qualitative analysis for certain reporting units, but a quantitative analysis for others. The first step of the quantitative impairment test requires an entity to compare the fair value of the reporting unit with its carrying value, including goodwill. If as a result of this analysis, the entity concludes there is an indication of impairment in a reporting unit having goodwill, GAAP currently requires the entity is required to perform the second step of the impairment analysis, determining the amount of goodwill impairment to be recorded. The amount is calculated by comparing the implied fair value of the goodwill to its carrying amount. This exercise would require the entity to allocate the fair value determined in step one to the individual assets and liabilities of the reporting unit. Any remaining fair value would be the implied fair value of goodwill on the testing date. To the extent the recorded amount of goodwill of a reporting unit exceeds the implied fair value determined in step two, an impairment loss would be reflected in results of operations. As further discussed under New Accounting Pronouncements in Note 1, a new accounting pronouncement changes how goodwill impairment is determined by eliminating the second step of the quantitative impairment analysis.


PNMR periodically updates its quantitative analysis for both PNM and TNMP. The use of a quantitative approach in a given period is not necessarily an indication that a potential impairment has been identified under a qualitative approach.


For the annual evaluations performed as of April 1, 2018,When PNMR utilizedperforms a quantitative analysis for the PNM reporting unit and a qualitative analysis for theor TNMP, reporting unit. PNMR utilized qualitative analysis for the annual evaluations performed as of April 1, 2017 and quantitative analysis for the evaluations performed as of April 1, 2016 for both the PNM and TNMP reporting units. For the quantitative analysis, a discounted cash flow methodology wasis primarily used to estimate the fair value of the PNM reporting unit. This analysis requires significant judgments, including estimationestimations of future cash flows, which is dependent on internal forecasts, estimationestimations of long-term growth rates for the business, and determination of appropriate weighted average cost of capital for the reporting unit. Changes in these estimates and assumptions could materially affect the determination of fair value and the conclusion of impairment. The April 1, 2018 quantitative evaluations indicated the fair value of the PNM reporting unit, which has goodwill of $51.6 million, exceeded its carrying value by approximately 19%. The 2018 qualitative analysis for the TNMP reporting unit was performed by considering changes in expectations of future financial performance since the April 1, 2016 quantitative analysis that indicated the fair value of the TNMP reporting unit, which has goodwill of $226.7 million, exceeded its carrying value by approximately 32%. The 2018 analysis considered events specific to TNMP such as the potential impacts of legal and regulatory matters discussed in Note 17, including potential adverse outcomes in the TNMP 2018 Rate Case. Both the PNM quantitative analysis and the TNMP qualitative analysis considered market and macroeconomic factors including changes in growth rates, changes in the WACC, and changes in discount rates. The Company also evaluated its stock


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Table of Contents
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

When PNMR performs a qualitative or quantitative analysis for PNM or TNMP, PNMR considers market and macroeconomic factors including changes in growth rates, changes in the WACC, and changes in discount rates. PNMR also evaluates its stock price relative to historical performance, industry peers, and to major market indices, including an evaluation of the Company’sPNMR’s market capitalization relative to the carrying value of its reporting units. Based on an evaluation

For its annual evaluations performed as of these and other factors, the Company determined it is not more likely than not that the April 1, 2018 carrying values of PNM or TNMP exceed their fair values.

For the April 1, 2017 evaluation2019, PNMR performed qualitative analyses for both the PNM and TNMP reporting units,units. In addition to the typical considerations discussed above, the qualitative analyses were performed by consideringanalysis considered changes in the Company’s expectations of future financial performance since the April 1, 2018 quantitative analysis performed for PNM, as well as the quantitative analysis performed for TNMP at April 1, 2016 quantitative analyses. Theseand the previous qualitative analyses through April 1, 2018. This analysis considered Company specific events such as the potential impacts of legal and regulatory matters discussed in Note 16 and Note 17, including potential outcomes in PNM’s SJGS Abandonment Application, the estimated impacts of the proposed revised stipulationNM Supreme Court’s decision in the PNM NM 2016 Rate Case, the impactsappeal of potential outcomes of the matters appealed to the NM Supreme Court under the NM 2015 Rate Case, and theother potential impacts of changes in PNM’s resource needs based on PNM’s 2017 IRP. These evaluations also considered changes in TNMP’s regulatory environment such as the PUCT’s proposed amendments to the interim transmission cost of service filing rule, as well as potential outcomes associated with TNMP’s general rate case filing, which the Company anticipates filing in May 2018. The qualitative analyses also considered market and macroeconomic factors including changes in anticipated growth rates, anticipated changes in the WACC, and changes in discount rates. The Company also evaluated its stock price relative to historical performance, industry peers, and to major market indices, including an evaluation of the Company’s market capitalization relative to the carrying value of its reporting units. Based on an evaluation of these and other factors, the Company determined it iswas not more likely than not that the April 1, 20172019 carrying values of PNM or TNMP exceedexceeded their fair values.

For its annual evaluations performed as of April 1, 2016,2020, PNMR performed quantitative analysesa qualitative analysis for both the PNM and TNMP reporting units. For the quantitative analyses, a discounted cash flow methodology was primarily used to estimate the fair value of the reporting unit. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of long-term growth rates for the business, and determination of appropriate WACC for each reporting unit. Changes in these estimates and assumptions could materially affect the determination of fair value and the conclusion of impairment. The April 1, 2016 and 2015 quantitative evaluations for PNM both indicated the fair value of the PNM reporting unit which has goodwilland a quantitative analysis for the TNMP reporting unit. In addition to the typical considerations discussed above, the qualitative analysis considered changes in PNM’s expectations of $51.6 million,future financial performance since the April 1, 2018 quantitative analysis as well as the 2019 qualitative analysis. Based on an evaluation of these and other factors, the Company determined it was not more likely than not that the April 1, 2020 carrying value of PNM exceeded its carrying value by approximately 25%. An increase of 0.5% infair value. Using the expected return on equity capital utilized in discountingmethods and considerations discussed above, the forecasted cash flows, would have reduced the excess of PNM’s fair value over carrying value to approximately 18%. The April 1, 20162020 quantitative evaluationanalysis indicated the fair value of the TNMP reporting unit, which has goodwill of $226.7 million, exceeded its carrying value by 32%approximately 38%. An increaseBased on an evaluation of 0.5%these and other factors, the Company determined it was not more likely than not that the April 1, 2020 carrying value of TNMP exceeded its fair value.

For its annual evaluations performed as of April 1, 2021, PNMR performed a qualitative analysis for both the PNM and TNMP reporting units. In addition to the typical considerations discussed above, the qualitative analysis considered changes in the expected return on equity capital utilized in calculatingCompany's expectations of future financial performance since the WACC used to discountApril 1, 2018 quantitative analysis and the forecasted cash flows, would have reducedprevious qualitative analyses through April 1, 2020 performed for PNM, as well as the excess of TNMP’s fair value over carrying value to approximately 21%quantitative analysis performed for TNMP at April 1, 2016.2020. This analysis considered Company specific events such as the Merger, potential impacts of legal and regulatory matters discussed in Note 16 and Note 17, including potential outcomes in PNM’s Four Corners Abandonment Application, and other potential impacts of changes in PNM’s resource needs based on PNM’s 2020 IRP. Based on an evaluation of these and other factors, the Company determined it was not more likely than not that the April 1, 2021 carrying values of PNM and TNMP exceeded their fair value. Since the April 1, 2021 annual evaluation, there have been no events, including the Merger (Note 22), or indications that the fair values of the reporting units with recorded goodwill have decreased below their carrying values.
(20)Related Party Transactions
(20)Related Party Transactions

PNMR, PNM, TNMP, and NMRD are considered related parties, as defined under GAAP, as is PNMR Services Company, a wholly-owned subsidiary of PNMR that provides corporate services to PNMR and its subsidiaries in accordance with shared services agreements. These services are billed at cost on a monthly basis to the business units. In addition, PNMR provides construction and operations and maintenance services to NMRD, a 50% owned subsidiary of PNMR Development (Note 1)21), and PNM purchases renewable energy from certain NMRD-owned facilities at a fixed price per MWh of energy produced. PNM also provides interconnection services to PNMR Development (Note 7) and NMRD.

PNMR files a consolidated federal income tax return with its affiliated companies. A tax allocation agreement exists between PNMR and each of its affiliated companies. These agreements provide that the subsidiary company will compute its taxable income on a stand-alone basis. If the result is a net tax liability, such amount shall be paid to PNMR. If there are net operating losses and/or tax credits, the subsidiary shall receive payment for the tax savings from PNMR to the extent that PNMR is able to utilize those benefits.
 


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Table of Contents
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

See Note 7 for information on intercompany borrowing arrangements. The table below summarizes the nature and amount of related party transactions of PNMR, PNM and TNMP:    
 Year Ended December 31,
 202120202019
(In thousands)
Services billings:
PNMR to PNM$107,747 $100,872 $96,327 
PNMR to TNMP41,798 39,053 36,554 
PNM to TNMP404 383 375 
TNMP to PNMR141 141 141 
TNMP to PNM— — — 
PNMR to NMRD221 260 238 
Renewable energy purchases:
PNM from NMRD11,879 9,638 3,124 
Interconnection and facility study billings:
PNM to NMRD225 350 650 
PNM to PNMR— — — 
PNMR to PNM— — 68,820 
NMRD to PNM1,276 — — 
Interest billings:
PNMR to PNM31 3,365 
PNM to PNMR144 255 299 
PNMR to TNMP— 42 
Income tax sharing payments:
PNMR to TNMP— — — 
PNMR to PNM19,492 — — 
PNM to PNMR— — — 
TNMP to PNMR12,842 15,820 12,996 

(21) Equity Method Investment
 Year Ended December 31,
 2018 2017 2016
   (In thousands)  
Services billings:     
PNMR to PNM$95,637
 $97,914
 $94,606
PNMR to TNMP33,493
 31,095
 28,907
PNM to TNMP367
 382
 427
TNMP to PNMR140
 141
 66
TNMP to PNM
 154
 172
PNMR to NMRD183
 
 
Renewable energy purchases:     
PNM from NMRD2,924
 
 
Interconnection and facility study billings:     
PNM to NMRD2,108
 
 
PNM to PNMR68,820
 
 
Interest billings:     
PNMR to PNM2,585
 21
 11
PNM to PNMR289
 220
 150
PNMR to TNMP136
 133
 132
Income tax sharing payments:     
PNMR to TNMP
 
 
PNMR to PNM
 23,391
 
PNM to PNMR134
 
 
TNMP to PNMR3,424
 20,686
 

In September 2017, PNMR Development and AEP OnSite Partners created NMRD to pursue the acquisition, development, and ownership of renewable energy generation projects, primarily in the state of New Mexico. PNMR Development and AEP OnSite Partners each have a 50% ownership interest in NMRD. At December 31, 2021, NMRD’s renewable energy capacity in operation is 135.1 MW, which includes 130 MW of solar-PV facilities to supply energy to the Meta data center located within PNM’s service territory, 1.9 MW to supply energy to Columbus Electric Cooperative located in southwest New Mexico, 2.0 MW to supply energy to the Central New Mexico Electric Cooperative, and 1.2 MW of solar-PV facilities to supply energy to the City of Rio Rancho, New Mexico. PNMR accounts for its investment in NMRD using the equity method of accounting because PNMR’s ownership interest results in significant influence, but not control, over NMRD and its operations.  PNMR records as income its percentage share of earnings or loss of NMRD and carries its investment at cost, adjusted for its share of undistributed earnings or losses.


During 2021, 2020, and 2019 PNMR Development and AEP OnSite Partners each made cash contributions of 0, $23.3 million, and $38.3 million to NMRD for its construction activities. In February 2021, NMRD paid both PNMR Development and AEP OnSite Partners a dividend of $3.0 million. PNMR Development’s cumulative equity in earnings of NMRD as of March 31, 2021 was $2.4 million and is presented as cash flows from operating activities on the Consolidated Statement of Cash Flows for the twelve months ending December 31, 2021. The portion of the dividend in excess of PNMR Development’s cumulative equity earnings of NMRD amounting to $0.6 million is presented as cash flows from investing activities.



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Table of Contents
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019

PNMR presents its share of net earnings from NMRD in other income on the Consolidated Statements of Earnings. Summarized financial information for NMRD is as follows:
(21) Quarterly Operating Results (Unaudited)
December 31,
202120202019
(In thousands)
Operating revenues$12,738 $10,366 $3,662 
Operating expenses9,733 7,476 2,971 
Net earnings$3,005 $2,890 $691 
Unaudited operating results
Financial Position

December 31,
20212020
(In thousands)
Current assets$10,729 $8,046 
Net property, plant, and equipment166,495 172,585 
Non-current assets2,289 1,900 
Total assets179,513 182,531 
Current liabilities824 841 
Non-current liabilities373 380 
Owners’ equity$178,316 $181,310 

(22) Merger

On October 20, 2020, PNMR, Avangrid, and Merger Sub, entered into the Merger Agreement pursuant to which Merger Sub will merge with and into PNMR, with PNMR surviving the Merger as a wholly-owned subsidiary of Avangrid. The proposed Merger has been unanimously approved by quarters for 2018the Boards of Directors of PNMR, Avangrid and 2017 are presented below. InMerger Sub and was approved by PNMR shareholders at the opinionSpecial Meeting of managementShareholders held on February 12, 2021.

Pursuant to the Merger Agreement, each issued and outstanding share of the Company,common stock of PNMR (other than (i) the issued shares of PNMR common stock that are owned by Avangrid, Merger Sub, PNMR or any wholly-owned subsidiary of Avangrid or PNMR, which will be automatically cancelled at the Effective Time and (ii) shares of PNMR common stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of, or consented in writing to, the Merger who is entitled to, and who has demanded, payment for fair value of such shares) at the Effective Time will be converted into the right to receive $50.30 in cash.

The Merger Agreement provided that it may be terminated if the Effective Time shall not have occurred by the End Date; however,either PNMR or Avangrid could extend the End Date to April 20, 2022 if all adjustments (consistingconditions to closing have been satisfied other than the obtaining of normal recurring accruals) necessaryall required regulatory approvals. On December 8, 2021, the NMPRC issued an order rejecting the stipulation agreement relating to the Merger and the approval of the Merger from the NMPRC has not yet been obtained.

In light of the NMPRC December 8, 2021 ruling, on January 3, 2022, PNMR, Avangrid and Merger Sub entered into an Amendment to the Merger Agreement pursuant to which PNMR and Avangrid each agreed to extend the End Date to April 20, 2023.The parties acknowledge in the Amendment that the required regulatory approval from the NMPRC has not been obtained and that the parties have reasonably determined that such outstanding approval will not be obtained by April 20, 2022. As amended, the Merger Agreement may be terminated by each of PNMR and Avangrid under certain circumstances, including if the Merger is not consummated by April 20, 2023.

With respect to the NMPRC proceedings, on April 20, 2021, the Joint Applicants, the NMAG, WRA, the International Brotherhood of Electrical Workers Local 611, Dine, Nava Education Project, the San Juan Citizens Alliance and To Nizhoni Ani, had entered into a stipulation and agreement in the Joint Application for approval of Merger pending before the NMPRC. Subsequently, CCAE, Onward Energy Holdings LLC, Walmart Inc., Interwest Energy Alliance, M-S-R Power and the Incorporated County of Los Alamos joined an amended stipulation. An evidentiary hearing was held in August 2021. On November 1, 2021, a fairCertification of Stipulation was issued by the hearing examiner, which recommended against approval of the amended stipulation. On December 8, 2021, the NMPRC issued an order adopting the Certification of Stipulation, rejecting the amended stipulation reached by the parties. On January 3, 2022, PNMR and Avangrid filed a notice of appeal with the NM Supreme Court. On February 2, 2022, PNMR and Avangrid filed a statement of issues outlining the results of operationsargument for such periods have been included.appeal.
 Quarter Ended 
 March 31 June 30 September 30 December 31
(1) 
 (In thousands, except per share amounts) 
PNMR        
2018        
Operating revenues$317,878
 $352,313
 $422,666
 $343,756
 
Operating income (loss)46,132
 79,329
 127,990
 (17,404) 
Net earnings (loss)18,799
 42,449
 91,573
 (51,539) 
Net earnings (loss) attributable to PNMR14,990
 38,208
 87,521
 (55,077) 
Net earnings (loss) attributable to PNMR per common share:        
Basic0.19
 0.48
 1.10
 (0.70) 
Diluted0.19
 0.48
 1.09
 (0.69) 
2017        
Operating revenues$330,178
 $362,320
 $419,900
 $332,605
 
Operating income55,960
 85,105
 142,484
 22,936
 
Net earnings (loss)26,446
 41,231
 78,327
 (50,585) 
Net earnings (loss) attributable to PNMR22,862
 37,555
 73,739
 (54,282) 
Net earnings attributable to PNMR per common share:        
Basic0.29
 0.47
 0.92
 (0.68) 
Diluted0.29
 0.47
 0.92
 (0.68) 
PNM        
2018        
Operating revenues$236,232
 $264,511
 $331,374
 $259,848
 
Operating income (loss)28,292
 52,879
 102,516
 (38,654) 
Net earnings (loss)11,514
 30,781
 81,428
 (53,400) 
Net earnings (loss) attributable to PNM7,837
 26,672
 77,508
 (56,806) 
2017        
Operating revenues$251,558
 $276,097
 $327,254
 $249,321
 
Operating income38,331
 59,164
 113,252
 1,778
 
Net earnings (loss)20,110
 30,476
 65,283
 (28,456) 
Net earnings (loss) attributable to PNM16,658
 26,932
 60,827
 (32,021) 
TNMP        
2018        
Operating revenues$81,646
 $87,802
 $91,292
 $83,908
 
Operating income18,532
 26,829
 27,824
 23,312
 
Net earnings9,413
 15,367
 16,100
 10,711
 
2017        
Operating revenues$78,620
 $86,223
 $92,646
 $83,284
 
Operating income17,965
 26,286
 29,474
 19,879
 
Net earnings7,604
 12,204
 14,727
 1,024
 

(1) 2018 reflects pre-tax regulatory disallowances and restructuring costs of $63.3 million primarily resulting from the impairment of PNM’s 132 MW and 65 MW interests in SJGS Unit 4 and for an adjustment to PNM’s coal mine reclamation obligation for the mine that serves SJGS. See additional discussion under December 2018 Compliance Filing and under Coal Mine Reclamation in Note 16. 2017 reflects the impacts of changes in federal income tax rate of $57.5 million, $29.6 million, and $7.9 million for PNMR, PNM, and TNMP (Note 18). 2017 also reflects a pre-tax regulatory disallowance resulting from PNM’s NM 2016 Rate Case of $27.9 million (Note 17).

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PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019


With respect to other regulatory proceedings related to the Merger, in January 2021, the FTC notified PNMR and Avangrid that early termination of the waiting period under the HSR Act in connection with the Merger was granted. In February 2021, CFIUS completed its review of the Merger and concluded that there are no unresolved national security concerns with respect to the Merger. In March 2021, PNMR and Avangrid received FCC approval of the transfer of operating licenses related to the Merger. In April 2021, FERC issued an order authorizing the Merger. In May 2021, the PUCT issued an order authorizing the Merger and the NRC approved the Merger. As a result of the delay in closing of the Merger due to the need to obtain NMPRC approval, PNMR and Avangrid are required to make a new filing under the HSR Act and request extensions of previously received approvals from with the FCC and NRC. On February 9, 2022, the request for extension was filed with the NRC. On February 24, 2022, the requests for a 180-day extension were granted by the FCC. No additional filings will be required with CFIUS, FERC or the PUCT

Consummation of the Merger remains subject to the satisfaction or waiver of certain customary closing conditions, including, without limitation, the absence of any material adverse effect on PNMR, the receipt of required regulatory approvals, and the agreements relating to the divestiture of Four Corners being in full force and effect and all applicable regulatory filings associated therewith being made. The agreement relating to the divestiture of Four Corners has been entered into and related filings have been made with the NMPRC.

The Merger Agreement provides for certain customary termination rights. The Merger Agreement further provides that, upon termination of the Merger Agreement under certain specified circumstances (including if Avangrid terminates the Merger Agreement due to a change in recommendation of the Board or if PNMR terminates the Merger Agreement to accept a superior proposal (as defined in the Merger Agreement) and in either case prior to PNMR’s shareholder having approved the Merger), PNMR will be required to pay Avangrid a termination fee of $130.0 million. In addition, the Merger Agreement provides that (i) if the Merger Agreement is terminated by either party due to a failure of a regulatory closing condition and such failure is the result of Avangrid’s breach of its regulatory covenants, or (ii) Avangrid fails to effect the closing when all closing conditions have been satisfied and it is otherwise obligated to do so under the Merger Agreement, then, in either such case, upon termination of the Merger Agreement, Avangrid will be required to pay PNMR a termination fee of $184.0 million as the sole and exclusive remedy. Upon the termination of the Merger Agreement under certain specified circumstances involving a breach of the Merger Agreement, either PNMR or Avangrid will be required to reimburse the other party’s reasonable and documented out-of-pocket fees and expenses up to $10.0 million (which amount will be credited toward, and offset against, the payment of any applicable termination fee).
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SCHEDULE I
PNM RESOURCES, INC.
CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY
STATEMENTS OF EARNINGS
 
 Year ended December 31,
 202120202019
 (In thousands)
Operating Revenues$— $— $— 
Operating Expenses15,044 28,299 3,983 
Operating (loss)(15,044)(28,299)(3,983)
Other Income and Deductions:
Equity in earnings of subsidiaries221,004 211,291 96,324 
Other income (loss)362 (269)731 
Net other income and (deductions)221,366 211,022 97,055 
Interest Charges11,986 19,078 19,581 
Earnings Before Income Taxes194,336 163,645 73,491 
Income Tax (Benefit)(1,493)(9,130)(3,872)
Net Earnings$195,829 $172,775 $77,363 
 Year ended December 31,
 2018 2017 2016
 (In thousands)
Operating Revenues$
 $
 $
Operating Expenses7,475
 2,902
 2,871
Operating income (loss)(7,475) (2,902) (2,871)
Other Income and Deductions:     
Equity in earnings of subsidiaries109,995
 111,877
 122,252
Other income2,048
 1,181
 1,711
Net other income and deductions112,043
 113,058
 123,963
Interest Charges19,453
 12,490
 8,102
Earnings Before Income Taxes85,115
 97,666
 112,990
Income Tax Expense (Benefit)(527) 17,792
 (3,859)
Net Earnings$85,642
 $79,874
 $116,849




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SCHEDULE I
PNM RESOURCES, INC.
CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY
STATEMENTS OF CASH FLOWS
 
Year Ended December 31,
202120202019
(In thousands)
Cash Flows From Operating Activities:Cash Flows From Operating Activities:
Year Ended December 31,
2018 2017 2016
(In thousands)
Cash Flows From Operating Activities:     
Net Cash Flows From Operating Activities$(2,566) $(7,814) $5,702
Net Cash Flows From Operating Activities$(28,514)$(17,646)$2,001 
Cash Flows From Investing Activities:     Cash Flows From Investing Activities:
Utility plant additions826
 (180) 341
Utility plant additions543 1,122 1,100 
Investments in subsidiaries(30,000) (50,000) (98,343)Investments in subsidiaries(178,071)(301,000)(80,000)
Cash dividends from subsidiaries129,379
 105,084
 35,959
Cash dividends from subsidiaries60,000 99,187 54,465 
Net cash flows from investing activities100,205
 54,904
 (62,043)Net cash flows from investing activities(117,528)(200,691)(24,435)
Cash Flows From Financing Activities:     Cash Flows From Financing Activities:
Short-term loan50,000
 
 100,000
Repayment of short-term loan
 
 (150,000)
Short-term loan borrowings (repayments)Short-term loan borrowings (repayments)— — (150,000)
Short-term borrowings (repayments) -affiliate, netShort-term borrowings (repayments) -affiliate, net6,400 — — 
Revolving credit facility borrowings (repayments), net(148,700) 42,600
 84,500
Revolving credit facility borrowings (repayments), net42,900 (131,900)123,900 
Long-term borrowings349,652
 
 100,000
Long-term borrowings1,120,000 230,000 150,000 
Repayment of long-term debt(250,000) 
 
Repayment of long-term debt(900,000)(50,000)— 
Issuance of common stockIssuance of common stock— 283,208 — 
Proceeds from stock option exercise963
 1,739
 7,028
Proceeds from stock option exercise— 24 943 
Purchases to satisfy awards of common stock(12,635) (13,929) (15,451)
Awards of common stockAwards of common stock(10,130)(11,984)(9,918)
Dividends paid(84,433) (77,264) (70,095)Dividends paid(112,444)(97,974)(92,398)
Other, net(2,414) (269) (28)Other, net(673)(3,064)(107)
Net cash flows from financing activities(97,567) (47,123) 55,954
Net cash flows from financing activities146,053 218,310 22,420 
Change in Cash and Cash Equivalents72
 (33) (387)Change in Cash and Cash Equivalents11 (27)(14)
Cash and Cash Equivalents at Beginning of Period21
 54
 441
Cash and Cash Equivalents at Beginning of Period52 79 93 
Cash and Cash Equivalents at End of Period$93
 $21
 $54
Cash and Cash Equivalents at End of Period$63 $52 $79 
Supplemental Cash Flow Disclosures:     Supplemental Cash Flow Disclosures:
Interest paid, net of amounts capitalized$15,450
 $10,899
 $5,906
Interest paid, net of amounts capitalized$13,425 $16,869 $18,702 
Income taxes paid (refunded), net$
 $
 $
Income taxes paid (refunded), net$— $— $— 

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SCHEDULE I
PNM RESOURCES, INC.
CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY
BALANCE SHEETS
 
December 31, December 31,
2018 2017 20212020
(In thousands) (In thousands)
Assets   Assets
Cash and cash equivalents$93
 $21
Cash and cash equivalents$63 $52 
Intercompany receivables82,539
 96,227
Intercompany receivables45,954 71,567 
Income taxes receivable7,856
 1,818
Income taxes receivable18,674 — 
Other, net5,635
 1,937
Other, net247 5,545 
Total current assets96,123
 100,003
Total current assets64,938 77,164 
Property, plant and equipment, net of accumulated depreciation of $13,518 and $13,22925,413
 26,546
Property, plant and equipment, net of accumulated depreciation of $16,585 and $15,706Property, plant and equipment, net of accumulated depreciation of $16,585 and $15,70622,649 23,191 
Investment in subsidiaries2,064,693
 2,056,198
Investment in subsidiaries3,006,281 2,631,567 
Other long-term assets60,265
 66,090
Other long-term assets49,220 58,695 
Total long-term assets2,150,371
 2,148,834
Total long-term assets3,078,150 2,713,453 
$2,246,494
 $2,248,837
$3,143,088 $2,790,617 
Liabilities and Stockholders’ Equity   Liabilities and Stockholders’ Equity
Short-term debt$170,000
 $265,600
Short-term debt$54,900 $12,000 
Short-term debt-affiliate8,819
 11,919
Short-term debt-affiliate15,219 8,819 
Current maturities of long-term debt
 249,979
Current maturities of long-term debt— 229,948 
Accrued interest and taxes4,885
 1,661
Accrued interest and taxes2,564 8,124 
Other current liabilities23,297
 21,274
Other current liabilities318 29,549 
Total current liabilities207,001
 550,433
Total current liabilities73,001 288,440 
Long-term debt348,310
 
Long-term debt899,759 449,909 
Other long-term liabilities2,803
 3,151
Other long-term liabilities2,804 2,803 
Total liabilities558,114
 553,584
Total liabilities975,564 741,152 
Common stock (no par value; 120,000,000 shares authorized; issued and outstanding 79,653,624 shares)1,153,112
 1,157,665
Common stock (no par value; 120,000,000 shares authorized; issued and outstanding 85,834,874 shares)Common stock (no par value; 120,000,000 shares authorized; issued and outstanding 85,834,874 shares)1,429,257 1,429,941 
Accumulated other comprehensive income (loss), net of tax(108,685) (95,940)Accumulated other comprehensive income (loss), net of tax(71,936)(79,183)
Retained earnings643,953
 633,528
Retained earnings810,203 698,707 
Total common stockholders’ equity1,688,380
 1,695,253
Total common stockholders’ equity2,167,524 2,049,465 
$2,246,494
 $2,248,837
$3,143,088 $2,790,617 
See Notes 7, 8, 14,11, and 16 for information regarding commitments, contingencies, and maturities of long-term debt.





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SCHEDULE II
PNM RESOURCES, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
 
   AdditionsDeductions 
DescriptionBalance at
beginning of
year
Charged to
costs and
expenses
Charged to
other
accounts
Write-offs and otherBalance at
end of year
   (In thousands) 
Allowance for credit losses, year ended December 31:
2019$1,406 $2,835 $— $3,078 $1,163 
2020$1,163 $3,527 $6,070 $2,427 $8,333 
2021$8,333 $4,663 $826 $6,557 $7,265 
     Additions Deductions  
 Description 
Balance at
beginning of
year
 
Charged to
costs and
expenses
 
Charged to
other
accounts
 Write-offs and other 
Balance at
end of year
     (In thousands)  
 Allowance for doubtful accounts, year ended December 31:          
 2016 $1,397
 $2,885
 $
 $3,073
 $1,209
 2017 $1,209
 $2,619
 $
 $2,747
 $1,081
 2018 $1,081
 $3,360
 $
 $3,035
 $1,406


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SCHEDULE II
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARYSUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
VALUATION AND QUALIFYING ACCOUNTS
 
     Additions Deductions  
 Description 
Balance at
beginning of
year
 
Charged to
costs and
expenses
 
Charged to
other
accounts
 Write-offs 
Balance at
end of year
     (In thousands)  
 Allowance for doubtful accounts, year ended December 31:          
 2016 $1,397
 $2,871
 $
 $3,059
 $1,209
 2017 $1,209
 $2,615
 $
 $2,743
 $1,081
 2018 $1,081
 $3,338
 $
 $3,013
 $1,406
   AdditionsDeductions 
DescriptionBalance at
beginning of
year
Charged to
costs and
expenses
Charged to
other
accounts
Write-offs and otherBalance at
end of year
   (In thousands) 
Allowance for credit losses, year ended December 31:
2019$1,406 $2,790 $— $3,033 $1,163 
2020$1,163 $3,482 $6,070 $2,382 $8,333 
2021$8,333 $4,597 $826 $6,491 $7,265 
 



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SCHEDULE II
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
VALUATION AND QUALIFYING ACCOUNTS
 
  AdditionsDeductions 
DescriptionBalance at
beginning of
year
Charged to
costs and
expenses
Charged to
other
accounts
Write-offs and otherBalance at
end of year
  (In thousands) 
Allowance for credit losses, year ended December 31:
2019$— $44 $— $44 $— 
2020$— $45 $— $45 $— 
2021$— $66 $— $66 $— 
    Additions Deductions  
Description 
Balance at
beginning of
year
 
Charged to
costs and
expenses
 
Charged to
other
accounts
 Write-offs 
Balance at
end of year
    (In thousands)  
Allowance for doubtful accounts, year ended December 31:          
2016 $
 $14
 $
 $14
 $
2017 $
 $4
 $
 $4
 $
2018 $
 $22
 $
 $22
 $




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ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
 
ITEM 9A.CONTROLS AND PROCEDURES

ITEM 9A.CONTROLS AND PROCEDURES

PNMR
(a) Evaluation of disclosure controls and procedures.
As of the end of the period covered by this annual report, PNMR conducted an evaluation under the supervision and with the participation of its management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the disclosure controls and procedures are effective as of the end of the period covered by this report.
(b) Management’s report on internal control over financial reporting.
“Management’s Annual Report on Internal Control Over Financial Reporting” appears on page B-2. This report is incorporated by reference herein. PNMR’s internal control over financial reporting as of December 31, 20182021 has been audited by KPMG LLP, as an independent registered public accounting firm, as stated in their report which is included herein.
(c) Changes in internal controls.
There have been no changes in PNMR’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the quarter ended December 31, 20182021 that have materially affected, or are reasonably likely to materially affect, PNMR’s internal control over financial reporting.
PNM
(a) Evaluation of disclosure controls and procedures.
As of the end of the period covered by this annual report, PNM conducted an evaluation under the supervision and with the participation of its management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the disclosure controls and procedures are effective as of the end of the period covered by this report.
(b) Management’s report on internal control over financial reporting.


“Management’s Annual Report on Internal Control Over Financial Reporting” appears on page B-3. This report is incorporated by reference herein.


(c) Changes in internal controls.


There have been no changes in PNM’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the quarter ended December 31, 20182021 that have materially affected, or are reasonably likely to materially affect, PNM’s internal control over financial reporting.


TNMP
(a) Evaluation of disclosure controls and procedures.
As of the end of the period covered by this annual report, TNMP conducted an evaluation under the supervision and with the participation of its management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the disclosure controls and procedures are effective as of the end of the period covered by this report.

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(b) Management’s report on internal control over financial reporting.


“Management’s Annual Report on Internal Control Over Financial Reporting” appears on page B-4. This report is incorporated by reference herein.

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(c) Changes in internal controls.


There have been no changes in TNMP’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the quarter ended December 31, 20182021 that have materially affected, or are reasonably likely to materially affect, TNMP’s internal control over financial reporting.


ITEM 9B.OTHER INFORMATION

Information regarding TNMP’s entry into an Agreement to sell First Mortgage Bonds provided in Form 10-K in lieu of filing Form 8-K (Item 1.01 - Entry into a Material Definitive Agreement)ITEM 9B.OTHER INFORMATION


On February 26, 2019, TNMP entered into the TNMP 2019 Bond Purchase Agreement with institutional investors for the sale of $305.0 million aggregate principal amount of four series of TNMP First Mortgage Bonds (the “TNMP 2019 Bonds”) offered in private placement transactions. Under the TNMP 2019 Bond Purchase Agreement, TNMP has agreed to issue $225.0 million of the TNMP 2019 Bonds (at fixed annual interest rates ranging from 3.79% to 4.06% for terms between 15 and 25 years) on March 29, 2019 and $80.0 million of the TNMP 2019 Bonds (at a fixed annual interest rate of 3.60% for a term of ten years) on or before July 1, 2019. The issuances of the TNMP 2019 Bonds are subject to the satisfaction of customary conditions, including continuing compliance with the representations, warranties and covenants of the TNMP 2019 Bond Purchase Agreement. TNMP will use the proceeds from the TNMP 2019 Bonds to repay $172.3 million of TNMP’s 9.50% first mortgage bonds at their maturity on April 1, 2019, as well as to repay borrowings under the TNMP Revolving Credit Facility and for other general corporate purposes.None.


The TNMP 2019 Bonds will be secured by a first mortgage on substantially all of TNMP’s property, subject to excepted encumbrances, reservations, contracts, and other exceptions. The TNMP 2019 Bonds will be issued pursuant to TNMP’s First Mortgage Indenture, dated as of March 23, 2009, between TNMP and MUFG Union Bank, N.A. (formerly known as Union Bank, N.A., and as successor to The Bank of New York Mellon Trust Company, N.A.), as Trustee (the “Indenture”), as previously supplemented and amended and as to be further supplemented by a tenth supplemental indenture to be dated as of March 29, 2019 (providing for the issuance of $225.0 million of TNMP 2019 Bonds) and by an eleventh supplemental indenture to be dated the date of issuance of the remaining $80.0 million of TNMP 2019 Bonds on or before July 1, 2019. A copy of the Indenture was filed by TNMP as an exhibit to its Current Report on Form 8-K filed on March 27, 2009. A copy of the form of the tenth and eleventh supplemental indentures pursuant to which the TNMP 2019 Bonds will be issued is included as a schedule to the TNMP 2019 Bond Purchase Agreement.

ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
The terms of the TNMP 2019 Bonds will include customary covenants, including a covenant that requires the maintenance of a debt-to-capitalization ratio of less than or equal to 65%, customary events of default, a cross-default provision, and a change-of-control provision. In the event of a change of control, TNMP will be required to offer to prepay the TNMP 2019 Bonds at par. TNMP will have the right to redeem any or all of the TNMP 2019 Bonds prior to their respective maturities, subject to payment of a customary make-whole premium.

Not applicable.
The foregoing description is qualified in its entirety by the TNMP 2019 Bond Purchase Agreement, which is filed as Exhibit 10.3 to this Annual Report on Form 10-K and is incorporated herein by reference.

The TNMP 2019 Bonds are not registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements and applicable state laws. This Annual Report on Form 10-K does not constitute an offer to sell nor a solicitation of an offer to purchase the TNMP 2019 Bonds or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.


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PART III


ITEM 10.DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Reference is hereby made to “Proposal 1: Elect as Directors the TenNine Director Nominees Named in the Proxy Statement” in PNMR’s Proxy Statement relating to the annual meeting of shareholders to be held on May 21, 201910, 2022 (the 2019“2022 Proxy Statement”), to PART I SUPPLEMENTAL ITEM “EXECUTIVE“INFORMATION ABOUT EXECUTIVE OFFICERS OF THE COMPANY”PNM RESOURCES, INC.” in this Form 10-K, “Section 16(a) Beneficial Ownership Reporting Compliance”, “Code“Information About Our Corporate Governance – Code of Ethics,” and “Board“Additional Information About Our Board and Board Committees – Board Committees and Theirtheir Functions” – “Audit and Ethics Committee” in the 20192022 Proxy Statement. The Company intends to satisfy the disclosure requirements of Form 8-K relating to amendments to the Company’s code of ethics applicable to its senior executive and financial officers by posting such information on its Internet website. Information about the Company’s website is included under Part I, Item 1 – “Websites.”
 
ITEM 11.EXECUTIVE COMPENSATION
ITEM 11.EXECUTIVE COMPENSATION
Reference is hereby made to “Director Compensation” and “Executive Compensation”, and all subheadings thereunder from “Compensation Discussion and Analysis” to “Change in Control, Termination, Retirement, or Impaction”, and “Director Compensation,” in the 20192022 Proxy Statement.


ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Reference is hereby made to “Ownership of Our Common Stock – Five PercentLargest Shareholders” and “ – Share Ownership of Executive Officers and Directors” and “Equity Compensation Plan Information” in the 20192022 Proxy Statement.
 
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Reference is hereby made to “Information About Our Corporate Governance – Director Independence” and “ – Related Person Transaction Policy” and “ – Director Independence” in the 20192022 Proxy Statement.


ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES
Reference is hereby made to “Audit and Ethics Committee Report” and “Independent Auditor Fees” in the 20192022 Proxy Statement. Independent auditor fees for PNM and TNMP are reported in the 20192022 Proxy Statement for PNMR. All such fees are fees of PNMR. PNMR charges a management fee to PNM and TNMP that includes an allocation of independent auditor fees.


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PART IV


ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) - 1.See Index to Financial Statements under Part II, Item 8.
(a) - 2.Financial Statement Schedules for the years 2017, 2016,2020, 2019, and 20152018 are omitted for the reason that they are not required or the information is otherwise supplied under Part II, Item 8.
(a) - 3-A.Exhibits Filed:
Exhibit NoDescription
10.1**PNMR
10.2PNMR
10.3TNMP
21PNMR
23.1PNMR
23.2PNM
31.1PNMR
31.2PNMR
31.3PNM
31.4PNM
31.5TNMP
31.6TNMP
32.1PNMR
32.2PNM
32.3TNMP
101.INSPNMRXBRL Instance Document
101.SCHPNMRXBRL Taxonomy Extension Schema Document
101.CALPNMRXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFPNMRXBRL Taxonomy Extension Definition Linkbase Document
101.LABPNMRXBRL Taxonomy Extension Label Linkbase Document
101.PREPNMRXBRL Taxonomy Extension Presentation Linkbase Document

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(a) -3- B.- 3.Exhibits:Exhibits Incorporated By Reference:

The documents listed below are being filed (as shown above)herewith or have been previously filed on behalf of PNM Resources, PNM or TNMP and are incorporated by reference to the filings set forth below pursuant to Exchange Act Rule 12b-32 and Regulation S-K section 10, paragraph (d).
Exhibit No.Description of ExhibitFiled as Exhibit:
Registrant
(s)
File No:
Exhibit No.Plan of Acquisition, reorganization, liquidation or successionDescription of ExhibitFiled as Exhibit:
Registrant
(s)
File No:
2.12.1 to PNMR's Current Report on Form 8-K filed October 21, 20201-32462
PNMR
2.22.1 to PNMR’s Current Report on Form 8-K filed January 3, 20221-32462
PNMR
Articles of Incorporation and By-laws
3.13.1 to PNMR’s Current Report on Form 8-K filed November 21, 2008
1-32462

PNMR
3.23.1.1 to PNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002
1-6986

PNM
3.33.1.2 to TNMP’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005
2-97230

TNMP
3.43.4 to PNMR’s Current Report on Form 8-K filed October 25, 2017
1-32462

PNMR
3.53.1.2 to PNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002
1-6986

PNM
3.63.6 to TNMP’s Current Report on Form 8-K filed June 20, 2013
2-97230

TNMP
Indentures‡Securities Instruments‡
PNMR
4.14.1 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 20191-32462
PNMR
4.210.2 to PNMR’s Current Report on Form 8-K filed March 31, 2005
1-32462

PNMR
4.24.34.1 to PNMR’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011
1-32462

PNMR
4.3PNM
4.44.2 to PNMR’s CurrentPNM’s Annual Report on Form 8-K filed March 9, 201810-K for the year ended December 31, 2019
1-32462
PNMR
1-6986
PNM
PNM4.5
4.44.4 to PNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1998
1-6986

PNM
D - 1

Table of Contents

4.54.64.6.4 to PNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003
1-6986

PNM
4.64.710.1 to PNM’s Current Report on Form 8-K/A filed July 29, 2010
1-6986

PNM

D - 2

Table of Contents


4.74.810.2 to PNM’s Current Report on Form 8-K/A filed July 29, 2010
1-6986

PNM
4.84.94.2 to PNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011
1-6986

PNM
4.94.104.1 to PNM’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
1-6986

PNM
4.104.114.1 to PNM’s Current Report on Form 8-K filed September 27, 2016
1-6986

PNM
4.114.124.1 to PNM’s Registration Statement No. 333-53367
333-53367

PNM
4.124.134.3 to PNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011
1-6986

PNM
4.134.144.1 to PNM’s Current Report on Form 8-K filed October 12, 2011
1-6986
PNM
4.144.2 to PNM’s Current Report on Form 8-K filed August 11, 2015
1-6986

PNM
TNMP
4.154.1 to TNMP’s Current Report on Form 8-K filed March 27, 2009
2-97230

TNMP
4.164.2 to TNMP’s Current Report on Form 8-K filed March 27, 2009
2-97230
TNMP
4.174.1 to TNMP’s Current Report on Form 8-K filed May 6, 2009
2-97230

TNMP
4.184.174.1 to TNMP’s Current Report on Form 8-K filed December 17, 2010
2-97230

TNMP

D - 3

Table of Contents


4.194.184.4 to TNMP’s Quarterly Report Form 10-Q for the quarter ended June 30, 2011
2-97230

TNMP
D - 2

Table of Contents

4.204.194.1 to TNMP’s Current Report on Form 8-K filed April 3, 2013
2-97230

TNMP
4.214.204.1 to TNMP’s Current Report on Form 8-K filed June 27, 2014
2-97230

TNMP
4.224.214.1 to TNMP’s Current Report on Form 8-K filed February 10, 2016
2-97230

TNMP
4.234.224.1 to TNMP’s Current Report on Form 8-K filed August 24, 20172-97230

TNMP
4.244.234.1 to TNMP’s Current Report on Form 8-K filed July 2, 20182-97230

TNMP
Material Contracts4.244.1 to TNMP's Current Report on Form 8-K filed March 29, 20192-97230
TNMP
10.4
4.254.1 to TNMP's Current Report on Form 8-K filed July 1, 20192-97230
TNMP
4.264.1 to TNMP's Current Report on Form 8-K filed April 24, 20202-97230
TNMP
4.274.1 to TNMP's Current Report on Form 8-K filed July 15, 20202-97230
TNMP
4.284.1 to TNMP’s Current Report on Form 8-K filed August 16, 20212-97230
TNMP
Material Contracts
10.110.1 to PNMR’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018
1-32462

PNMR
10.510.210.2 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 2018
1-32462

PNMR
10.610.310.1 to PNMR’sPNMR's Current Report on Form 8-K filed December 17, 2018October 28, 2020
1-32462

PNMR
D - 3

Table of Contents

10.710.410.1Ninth Amendment to PNMR’s Current Report on Form 8-K filed December 21, 2018
1-32462
PNMR
10.810.1 to PNMR’s CurrentQuarterly Report on Form 8-K filed November 28, 201810-Q for the quarter ended September 30, 2021
1-32462

PNMR
10.910.510.2 to PNMR’s Current Report on Form 8-K filed November 28, 2018
1-32462
PNMR
10.1010.4 to PNM’s Quarterly Report on Form 10-Q for the quarter ended September 30, 20181-6986

PNM

D - 4

Table of Contents


10.1110.610.1 to PNM’s Current Report on Form 8-K filed December 12, 2017
1-6986

PNM
10.1210.710.199.1 to PNM’s Current Report on Form 8-K filed January 18, 2019June 21, 2021
1-6986

PNM
10.1310.810.1 to PNM’s Current Report on Form 8-K filed July 20, 20171-6986
PNM
10.1410.1 to PNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 20171-6986

PNM
10.1510.910.1 to PNM’s Quarterly Report on Form 10-Q for the quarter ended June 30, 20201-6986
PNM
10.1010.1 to PNM’s Current Report on Form 8-K filed July 14, 20211-6986
PNM
10.1110.1 to PNM’s Current Report on Form 8-K filed September 23, 20211-6986
PNM
10.1210.18 to PNM’s Annual Report on Form 10-K for the year ended December 31, 20201-6986
PNM
10.1310.1 to TNMP’s Current Report on Form 8-K filed September 27, 20172-97230

TNMP
10.1610.1410.6 to TNMP's Quarterly Report on Form 10-Q for the quarter ended March 31, 20192-97230
TNMP
10.1510.5 to TNMP's Current Report on Form 8-K filed October 28, 20202-97230
TNMP
10.1610.5 to TNMP’s Quarterly Report on Form 10-Q for the quarter ended September 30, 20212-97230
TNMP
10.1710.310.1 to TNMP’s AnnualCurrent Report on Form 10-K for the year ended8-K filed December 31, 201810, 20132-97230

TNMP
10.1710.1810.1 to TNMP’s Current Report on Form 8-K filed December 21, 20152-97230
TNMP
D - 4

Table of Contents

10.1910.1 to TNMP’s Current Report on Form 8-K filed June 14, 20172-97230
TNMP
10.2010.1 to TNMP’s Current Report on Form 8-K filed July 2, 20182-97230

TNMP
10.1810.2110.3 to TNMP’s Annual Report on Form 10-K for the year ended December 31, 20182-97230
TNMP
10.2210.1 to TNMP’s Current Report on Form 8-K filed June 14, 2017April 24, 20202-97230

TNMP
10.19**10.2310.2 to TNMP’s Current Report on Form 8-K filed July 14, 20212-97230
TNMP
10.24**4.3 to PNMR’s Form S-8 Registration Statement filed May 15, 2014
333-195974

PNMR
10.20*10.25**99.1 to PNMR’s Current Report on Form 8-K filed December 15, 2015
1-32462

PNMR
10.21*10.26**10.2 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 2016
1-32462

PNMR
10.22**4.1 to PNMR’s Form S-8 Registration Statement filed May 20, 2009
333-159361
PNMR
10.23**10.1 to PNMR’s Current Report Form 8-K filed May 20, 2011
1-32462
PNMR
10.24**10.6 to PNMR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
1-32462
PNMR
10.25**10.1 to PNMR’s Current Report on Form 8-K filed May 17, 2012
1-32462
PNMR
10.26**10.3 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 2016
1-32462
PNMR

D - 5

Table of Contents


10.27**10.1 to PNMR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 20182021
1-32462

PNMR
10.28**10.1 to PNMR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017
1-32462
PNMR
10.29**10.2 to PNMR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 20181-32462

PNMR
10.30*10.29**10.3 to PNMR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 20211-32462
PNMR
10.30**10.2 to PNMR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 20172019
1-32462

PNMR
10.31**10.2 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 20201-32462
PNMR
10.32**10.4 to PNMR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 20211-32462
PNMR
10.33**10.9 to PNMR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 20201-32462
PNMR
10.34**10.6 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 20201-32462
PNMR
10.35**10.5 to PNMR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 20162021
1-32462

PNMR
10.32*10.36**10.3 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 20201-32462
PNMR
10.37**10.4 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 20162020
1-32462

PNMR
D - 5

Table of Contents

10.33*10.38**10.5 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 20201-32462
PNMR
10.39**10.2 to PNMR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 20211-32462
PNMR
10.40**10.1 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 20171-32462

PNMR
10.34*10.41**10.3 to PNMR’s Current Report on Form 8-K filed May 26, 2009
1-32462
PNMR
10.35**10.2 to PNMR’s Current Report on Form 8-K filed February 16, 2007
1-32462
PNMR
10.36**10.3 to PNMR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015
1-32462
PNMR
10.37**10.4.2 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 2014
1-32462

PNMR
10.38*10.42**10.1 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 201820201-32462

PNMR
10.39*10.43**10.1 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 2017
1-32462
PNMR
10.40**10.3 to PNMR’s Current Report on Form 8-K filed March 1, 2011
1-32462
PNMR
10.41**10.4.3 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 2014
1-32462
PNMR
10.42**10.5 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 20171-32462

PNMR
10.43*10.44**10.4 to PNMR’s Current Report on Form 8-K filed March 1, 2011
1-32462

PNMR

D - 6

Table of Contents


10.45**
10.44**10.7 to PNMR’s Current Report on Form 10-K for the year ended December 31, 2016
1-32462

PNMR
10.45*10.46**10.2 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 20171-32462

PNMR
10.46*10.47**10.3 to PNMR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 20181-32462

PNMR
10.47*10.48**10.1.2 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 2014
1-32462

PNMR
10.48*10.49**10.7 to PNMR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016
1-32462

PNMR
10.49*10.50**10.7 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 20201-32462
PNMR
10.51**10.6 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 2016
1-32462

PNMR
10.50*10.52**10.7 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 2013
1-32462

PNMR
10.51*10.53**10.3 to PNMR’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007Filed herewith
1-32462

PNMR
10.52*10.54**10.3 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 2008
1-32462
PNMR
10.53**10.8 to PNMR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
1-32462
PNMR
10.54**10.6 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 2017
1-32462
PNMR
10.55**10.710.3 to PNMR’s QuarterlyCurrent Report on Form 10-Q for the quarter ended March 31, 20128-K filed October 21, 2020
1-32462

PNMR
10.56*10.55**10.24.1 to PNMR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004
333-32170

PNMR
10.57*10.56**10.27 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 2004.
333-32170

PNMR
D - 6

Table of Contents

10.58*10.57**10.5 to PNMR’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007
1-32462

PNMR
10.59*10.58**10.10 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 2008
1-32462

PNMR
10.60*10.59**10.15 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 2008
1-32462

PNMR

D - 7

Table of Contents


10.61*10.60**10.5 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 2011
1-32462

PNMR
10.62*10.61**Filed herewith1-32462
PNMR
10.62**10.8 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 2016
333-32170

PNMR
10.63**10.910.1 to PNMR’s AnnualQuarterly Report on Form 10-K10-Q for the yearquarter ended December 31, 2016September 30, 20191-32462

PNMR
10.64Supplemental Indenture of Lease dated as of July 19, 1966 between PNM and other participants in the Four Corners Project and the Navajo Indian Tribal Council4-D to PNM’s Registration Statement No. 2-26116
2-26116

PNM
10.6510.1.1 to PNM’s Annual Report on Form 10-K for year ended December 31, 1995
1-6986

PNM
10.6610.1 to PNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011
1-6986

PNM
10.6710.2 to PNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011
1-6986

PNM
10.6810.1 to PNM’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015
1-6986

PNM
10.6910.4 to PNM’s Annual Report on Form 10-K for the year ended December 31, 20171-6986

PNM
10.7010.1 to PNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 20201-6986
PNM
10.7110.2 to PNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 20201-6986
PNM
10.7210.3 to PNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 20201-6986
PNM
D - 7

Table of Contents

10.7310.3 to PNM’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015
1-6986

PNM
10.7110.7410.4 to PNM’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015
1-6986

PNM

D - 8

Table of Contents


10.7210.7510.1 to PNM’s Quarterly Report on Form 10-Q for the quarter ended September 30, 20171-6986

PNM
10.7310.76Arizona Nuclear Power Project Participation Agreement among PNM and Arizona Public Service Company, Salt River Project Agricultural Improvement and Power District, Tucson Gas & Electric Company and El Paso Electric Company, dated August 23, 19735-T to PNM’s Registration Statement No. 2-50338
2-50338

PNM
10.7410.77Amendments No. 1 through No. 6 to Arizona Nuclear Power Project Participation Agreement10.8.1 to PNM’s Annual Report on Form 10-K for year ended December 31, 1991
1-6986

PNM
10.7510.78Amendment No. 7 effective April 1, 1982, to the Arizona Nuclear Power Project Participation Agreement (refiled)10.8.2 to PNM’s Annual Report on Form 10-K for year ended December 31, 1991
1-6986

PNM
10.7610.7910.58 to PNM’s Annual Report on Form 10-K for year ended December 31, 1993
1-6986

PNM
10.7710.8010.8.4 to PNM’s Annual Report of the Registrant on Form 10-K for year ended December 31, 1994
1-6986

PNM
10.7810.8110.8.5 to PNM’s Annual Report of the Registrant on Form 10-K for year ended December 31, 1995
1-6986

PNM
10.7910.82Amendment No. 12 to Arizona Nuclear Power Project Participation Agreement dated June 14, 1988, and effective August 5, 198819.1 to PNM’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1990
1-6986

PNM
10.8010.83Amendment No. 13 to the Arizona Nuclear Power Project Participation Agreement dated April 4, 1990, and effective June 15, 199110.8.10 to PNM’s Annual Report on Form 10-K for the year ended December 31, 1990
1-6986

PNM
10.8110.8410.8.9 to PNM’s Annual Report on Form 10-K for the year ended December 31, 2000
1-6986

PNM
10.8210.8510.1 to PNM’s Current Report on Form 8-K filed March 1, 2011
1-6986

PNM
D - 8

Table of Contents

10.8310.8610.3 to PNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014
1-6986

PNM
10.8410.8710.18 to PNM’s Annual Report on Form 10-K for year ended December 31, 1995
1-6986

PNM
10.8510.8810.19 to PNM’s Annual Report on Form 10-K for year ended December 31, 1996
1-6986

PNM

D - 9

Table of Contents


10.8610.8910.21 to PNM’s Annual Report on Form 10-K for year ended December 31, 1996
1-6986

PNM
10.8710.9010.3 to PNM’s Annual Report on Form 10-K for year ended December 31, 2013
1-6986

PNM
10.8810.9110.22 to PNM’s Annual Report on Form 10-K for year ended December 31, 1996
1-6986

PNM
10.8910.9210.1 to PNM’s Current Report on Form 8-K filed March 18, 2014
1-6986

PNM
10.9010.9310.68 to PNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1996
1-6986

PNM
10.9110.9410.68.1 to PNM’s Annual Report on Form 10-K for year ended December 31, 1997
1-6986

PNM
10.9210.9510.68.2 to PNM’s Annual Report on Form 10-K for year ended December 31, 2003
1-6986

PNM
10.9310.9610.86 to PNM’s Annual Report on Form 10-K for the year ended December 31, 2002
1-6986

PNM
10.9410.9710.134 to PNMR’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005
1-32462

PNMR/

TNMP
Subsidiaries
2121 to PNMR’s Annual Report on Form 10-K for the year ended December 31, 2018Filed herewith
1-32462

PNMR
Additional ExhibitsAuditor Consents
99.1*
23.1Filed herewith1-32462
PNMR
23.2Filed herewith1-6986
PNM
D - 9

Table of Contents

Officer Certifications
31.1Filed herewith1-32462
PNMR
31.2Filed herewith1-32462
PNMR
31.3Filed herewith1-6986
PNM
31.4Filed herewith1-6986
PNM
31.5Filed herewith2-97230
TNMP
31.6Filed herewith2-97230
TNMP
32.1Filed herewith1-32462
PNMR
32.2Filed herewith1-6986
PNM
32.3Filed herewith2-97230
TNMP
Additional Exhibits
99.1*Participation Agreement dated as of December 16, 1985, among the Owner Participant named therein, First PV Funding Corporation, The First National Bank of Boston, in its individual capacity and as Owner Trustee (under a Trust Agreement dated as of December 16, 1985 with the Owner Participant), Chemical Bank, in its individual capacity and as Indenture Trustee (under a Trust Indenture, Mortgage, Security Agreement and Assignment of Rents dated as of December 16, 1985 with the Owner Trustee), and PNM (Unit 1 transaction), including Appendix A definitions, together with Amendment No. 1 dated July 15, 1986 and Amendment No. 2 dated November 18, 1986 (refiled)99.2 to PNM’s Annual Report on Form 10-K for year ended December 31, 1995
1-6986

PNM

D - 10

Table of Contents


99.299.5 to PNM’s Annual Report on Form 10-K for year ended December 31, 1996
1-6986

PNM
99.399.11 to PNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1997
1-6986

PNM
D - 10

Table of Contents

99.499.14 to PNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1997
1-6986

PNM
99.599.19 to PNM’s Annual Report on Form 10-K for year ended December 31, 2013
1-6986

PNM
99.610.6 to PNM’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010
1-6986

PNM
XBRL Exhibits
101.INSXBRL Instance Document - The instance document does not appear in the interactive data file because XBRL tags are embedded within the Inline XBRL documentFiled herewith1-32462
PNMR/PNM/
TNMP
101.SCHInline XBRL Taxonomy Extension Schema DocumentFiled herewith1-32462
PNMR/PNM/
TNMP
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentFiled herewith1-32462
PNMR/PNM/
TNMP
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentFiled herewith1-32462
PNMR/PNM/
TNMP
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentFiled herewith1-32462
PNMR/PNM/
TNMP
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentFiled herewith1-32462
PNMR/PNM/
TNMP
104Cover Page Inline XBRL File (included in Exhibits 101)Filed herewith1-32462
PNMR/PNM/
TNMP

* One or more additional documents, substantially identical in all material respects to this exhibit, have been entered into, relating to one or more additional sale and leaseback transactions. Although such additional documents may differ in other respects (such as dollar amounts and percentages), there are no material details in which such additional documents differ from this exhibit.


** Designates each management contract or compensatory plan or arrangement required to be identified pursuant to paragraph 3 of Item 15(a) of Form 10-K.


‡      Certain instruments defining the rights of holders of long-term debt of the registrants included in the financial statements of registrants filed herewith have been omitted because the total amount of securities authorized thereunder does not exceed 10% of the total assets of registrants. The registrants hereby agree to furnish a copy of any such omitted instrument to the SEC upon request.



ITEM 16. FORM 10-K SUMMARY


None.



D - 11

Table of Contents



SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.
PNM RESOURCES, INC.
(Registrant)
Date:March 1, 20192022By/s/ P. K. Collawn
P. K. Collawn
Chairman, President, and

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SignatureCapacityDate
/s/ P. K. CollawnPrincipal Executive Officer and DirectorMarch 1, 2022
P. K. Collawn
Chairman, President, and
Chief Executive Officer
/s/ J. D. TarryPrincipal Financial OfficerMarch 1, 2022
J. D. Tarry
Senior Vice President and
Chief Financial Officer
/s/ H. E. MonroyPrincipal Accounting OfficerMarch 1, 2022
H. E. Monroy
Vice President and Corporate Controller
/s/ V.A. BaileyDirectorMarch 1, 2022
V.A. Bailey
/s/ N.P. BeckerDirectorMarch 1, 2022
N. P. Becker
/s/ E. R. ConleyDirectorMarch 1, 2022
E. R. Conley
/s/ A. J. FohrerDirectorMarch 1, 2022
A. J. Fohrer
SignatureCapacityDate
/s/ P. K. CollawnPrincipal Executive Officer and DirectorMarch 1, 2019
P. K. Collawn
Chairman, President, and
Chief Executive Officer
/s/ C. N. EldredPrincipal Financial OfficerMarch 1, 2019
C. N. Eldred
Executive Vice President and
Chief Financial Officer
/s/ J. D. TarryPrincipal Accounting OfficerMarch 1, 2019
J. D. Tarry
Vice President, Controller and Treasurer
/s/ V.A. BaileyDirectorMarch 1, 2019
V.A. Bailey
/s/ N.P. BeckerDirectorMarch 1, 2019
N. P. Becker
/s/ E. R. ConleyDirectorMarch 1, 2019
E. R. Conley
/s/ A. J. FohrerDirectorMarch 1, 2019
A. J. Fohrer
/s/ S. M. GutierrezDirectorMarch 1, 20192022
S. M. Gutierrez
/s/ J.A. HughesDirectorMarch 1, 20192022
J.A. Hughes
/s/ M. T. MullarkeyDirectorMarch 1, 20192022
M. T. Mullarkey
/s/ D. K. SchwanzDirectorMarch 1, 20192022
D. K. Schwanz
/s/ B. W. WilkinsonDirectorMarch 1, 2019
B. W. Wilkinson

E - 1

Table of Contents



SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
PUBLIC SERVICE COMPANY OF NEW MEXICO
(Registrant)
Date:March 1, 2019By/s/ P. K. Collawn
P. K. Collawn
President and
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SignatureDate:March 1, 2022CapacityByDate
/s/ P. K. CollawnPrincipal Executive Officer and Chairman of the BoardMarch 1, 2019
P. K. Collawn
President and
Chief Executive Officer
/s/ C. N. EldredPrincipal Financial Officer and DirectorMarch 1, 2019
C. N. Eldred
Executive Vice President and
Chief Financial Officer
/s/ J. D. TarryPrincipal Accounting OfficerMarch 1, 2019
J. D. Tarry
Vice President, Controller and Treasurer
/s/ R. N. DarnellDirectorMarch 1, 2019
R. N. Darnell
/s/ C. M. OlsonDirectorMarch 1, 2019
C. M. Olson


E - 2

Table of Contents


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
TEXAS-NEW MEXICO POWER COMPANY
(Registrant)
Date:March 1, 2019By/s/ P. K. Collawn
P. K. Collawn
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 
SignatureCapacityDate
/s/ P. K. CollawnPrincipal Executive Officer and Chairman of the BoardMarch 1, 2022
P. K. Collawn
President and
Chief Executive Officer
/s/ J. D. TarryPrincipal Financial Officer and DirectorMarch 1, 2022
J. D. Tarry
Senior Vice President and
Chief Financial Officer
/s/ H. E. MonroyPrincipal Accounting OfficerMarch 1, 2022
H. E. Monroy
Vice President and Corporate Controller
/s/ R. N. DarnellDirectorMarch 1, 2022
R. N. Darnell
Signature/s/ C. N. EldredCapacityDirectorDateMarch 1, 2022
C. N. Eldred
/s/ C. M. OlsonDirectorMarch 1, 2022
C. M. Olson
E - 2

Table of Contents

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
TEXAS-NEW MEXICO POWER COMPANY
(Registrant)
Date:March 1, 2022By/s/ P. K. Collawn
P. K. Collawn
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SignatureCapacityDate
/s/ P. K. CollawnPrincipal Executive Officer and Chairman of the BoardMarch 1, 20192022
P. K. Collawn
Chief Executive Officer
/s/ C. N. EldredJ. D. TarryPrincipal Financial Officer and DirectorMarch 1, 20192022
C. N. EldredJ. D. Tarry
ExecutiveSenior Vice President and
Chief Financial Officer
/s/ J. D. TarryH. E. MonroyPrincipal Accounting OfficerMarch 1, 20192022
J. D. TarryH. E. Monroy
Vice President Controller and TreasurerCorporate Controller
/s/ R. N. DarnellDirectorMarch 1, 20192022
R. N. Darnell
/s/ C. N. EldredDirectorMarch 1, 2022
C. N. Eldred
/s/ C. M. OlsonDirectorMarch 1, 20192022
C. M. Olson
/s/ J. N. WalkerDirectorMarch 1, 20192022
J. N. Walker


E - 3