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. 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 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 retail and wholesale customers. PNM is exposed to market risk for its share of PVNGS Unit 3 and the needs of its wholesale customers not covered under a FPPAC. However, as discussed below, PNM has hedging arrangements for the output of PVNGS Unit 3 through December 31, 2017, at which time PVNGS Unit 3 will be included as a jurisdictional resource to serve New Mexico retail customers. 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.

Commodity Risk

Marketing and procurement of energy often involve market risks associated with managing energy commodities and establishing open 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 in wholesale portfolios. PNM monitors the market risk of its commodity contracts using VaR calculations to maintain total exposure within management-prescribed limits in accordance with approved risk and credit policies.

Accounting for Derivatives

Under derivative accounting and related rules for energy contracts, the Company accounts for its various derivative instruments for the purchase and sale of energy based on the Company’s intent. During the years ended December 31, 2016, 2015, and 2014, the Company was not hedging its exposure to the variability in future cash flows from commodity derivatives through designated cash flows hedges. The 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. The Company has no trading transactions.

Commodity Derivatives

Commodity derivative instruments that are recorded at fair value, all of which are accounted for as economic hedges, are summarized as follows:



	Economic Hedges
	December 31,
	2016			2015
	(In thousands)
PNMR and PNM
Current assets	$	5,224		$	3,813
Deferred charges	—			2,622
	5,224			6,435
Current liabilities	(2,339		)	(1,859		)
Net	$	2,885		$	4,576

Included in the above table are $2.7 million of current assets at December 31, 2016 and $3.0 million of current assets and $2.6 million of deferred charges at December 31, 2015 related to contracts for the sale of energy from PVNGS Unit 3 through 2017 at market price plus a premium. 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. The Company does not offset fair value, cash collateral, and accrued payable or receivable amounts recognized for derivative instruments under master netting arrangements and the above table reflects the gross amounts of assets and liabilities. The amounts that could be offset under master netting agreements were immaterial at December 31, 2016 and 2015.

At December 31, 2016 and 2015, PNMR and PNM had no amounts recognized for the legal right to reclaim cash collateral. However, at December 31, 2016 and 2015, amounts posted as cash collateral under margin arrangements were $2.6 million and $2.7 million for both PNMR and PNM. At December 31, 2016 and 2015, obligations to return cash collateral were $0.1 million and $0.1 million for both PNMR and PNM. Cash collateral amounts are included in other current assets and other current liabilities on the Consolidated Balance Sheets.

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 $0.2 million of current assets and $0.1 million of current liabilities at December 31, 2016 and $0.4 million of current assets and $0.2 million of current liabilities at December 31, 2015 related to this plan. The offsets to these amounts are recorded as regulatory assets and liabilities on the Consolidated Balance Sheets.

The following table presents the effect of mark-to-market commodity derivative instruments on earnings, excluding income tax effects. Commodity derivatives had no impact on OCI for the periods presented.



	Economic Hedges
	Year Ended December 31,
	2016			2015			2014
	(In thousands)
PNMR and PNM
Electric operating revenues	$	(53	)	$	7,156		$	4,491
Cost of energy	(1,208		)	(293		)	593
Total gain	$	(1,261	)	$	6,863		$	5,084

Commodity contract volume positions are presented in MMBTU for gas related contracts and in MWh for power related contracts. The table below presents PNMR’s and PNM’s net buy (sell) volume positions:



	Economic Hedges
	MMBTU	MWh
PNMR and PNM
December 31, 2016	254,100	(2,471,600	)
December 31, 2015	577,481	(3,405,843	)

In connection with managing its commodity risks, the Company enters into master agreements with certain counterparties. If the Company is in a net liability position under an agreement, some agreements provide that the counterparties can request collateral from the Company if the Company’s credit rating is downgraded; other agreements provide that the counterparty may request collateral to provide it with “adequate assurance” that the Company will perform; and others have no provision for collateral.

The table below presents information about the Company’s 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. Contractual Liability represents commodity derivative contracts recorded at fair value on the balance sheet, determined on an individual contract basis without offsetting amounts for individual contracts that are in an asset position and could be offset under master netting agreements with the same counterparty. The table only reflects cash collateral that has been posted under the existing contracts and does not reflect letters of credit under the Company’s revolving credit facilities that have been issued as collateral. Net Exposure is the net contractual liability for all contracts, including those designated as normal purchases and normal sales, offset by existing cash collateral and by any offsets available under master netting agreements, including both asset and liability positions.



Contingent Feature – Credit Rating Downgrade	Contractual Liability		Existing Cash Collateral		Net Exposure
	(In thousands)
PNMR and PNM
December 31, 2016	$	—	$	—	$	—
December 31, 2015	$	839	$	—	$	839

Sale of Power from PVNGS Unit 3

Because PNM’s 134 MW share of Unit 3 at PVNGS is not currently included in retail rates, that unit’s power is being sold in the wholesale market. PVNGS Unit 3 will be included as a jurisdictional resource to serve New Mexico retail customers beginning on January 1, 2018. As of December 31, 2016, PNM had contracted to sell 100% of PVNGS Unit 3 output through 2017, at market price plus a premium. Through hedging arrangements that are accounted for as economic hedges, PNM has established fixed rates for substantially all of the sales through 2017, which average approximately $29 per MWh.

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. Available-for-sale securities are carried at fair value. Available-for-sale securities for PNMR and PNM 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). At December 31, 2016 and 2015, the fair value of available-for-sale securities included $253.9 million and $249.1 million for the NDT and $19.1 million and $9.9 million for the mine reclamation trusts. The fair value and gross unrealized gains of investments in available-for-sale securities are presented in the following table.



	December 31, 2016				December 31, 2015
	Unrealized Gains		Fair Value		Unrealized Gains		Fair Value
PNMR and PNM			(In thousands)
Cash and cash equivalents	$	—	$	23,683	$	—	$	10,700
Equity securities:
Domestic value	1,135		34,796		11,610		44,505
Domestic growth	3,032		47,595		11,163		61,078
International and other	2,029		27,481		1,569		27,961
Fixed income securities:
U.S. Government	115		40,962		178		27,880
Municipals	585		43,789		3,672		58,576
Corporate and other	553		54,671		628		28,342
	$	7,449	$	272,977	$	28,820	$	259,042

The proceeds and gross realized gains and losses on the disposition of available-for-sale securities for PNMR and PNM 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 change in realized impairment losses of $(1.2) million, $(4.3) million, and $(0.7) million for the years ended December 31, 2016, 2015 and 2014.



	Year Ended December 31,
	2016			2015			2014
	(In thousands)
Proceeds from sales	$	522,601		$	252,174		$	117,989
Gross realized gains	$	46,116		$	29,663		$	15,162
Gross realized (losses)	$	(25,430	)	$	(9,259	)	$	(3,964	)

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, 2016, held-to-maturity securities consist of the Westmoreland Loan.

The Company has no available-for-sale or held-to-maturity 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.

At December 31, 2016, the available-for-sale and held-to-maturity debt securities had the following final maturities:



	Fair Value
	Available-for-Sale		Held-to-Maturity
	PNMR and PNM		PNMR
	(In thousands)
Within 1 year	$	4,291	$	—
After 1 year through 5 years	35,884		100,893
After 5 years through 10 years	52,651		—
After 10 years through 15 years	5,617		—
After 15 years through 20 years	6,924		—
After 20 years	34,055		—
	$	139,422	$	100,893

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 describes 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. Level 3 inputs used in determining fair values for the Company consist of internal valuation models. 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, 2016 and 2015.

For available-for-sale securities, Level 2 fair values are provided by the trustee utilizing a pricing service. The pricing provider predominantly uses the market approach using bid side market value based upon a hierarchy of information for specific securities or securities with similar characteristics. 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. For investments categorized as Level 3, including the Westmoreland Loan, PVNGS lessor notes, and certain items in other investments, fair values were determined by discounted cash flow models that take into consideration discount rates that are observable for similar types of assets and liabilities. Management of the Company independently verifies the information provided by pricing services.

Items recorded at fair value on the Consolidated Balance Sheets are presented below by level of the fair value hierarchy. There were no Level 3 fair value measurements at December 31, 2016 and 2015 for items recorded at fair value.



				GAAP Fair Value Hierarchy
	Total			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)
PNMR and PNM				(In thousands)
December 31, 2016
Available-for-sale securities
Cash and cash equivalents	$	23,683		$	23,683	$	—
Equity securities:
Domestic value	34,796			34,796		—
Domestic growth	47,595			47,595		—
International and other	27,481			27,481		—
Fixed income securities:
U.S. Government	40,962			39,723		1,239
Municipals	43,789			—		43,789
Corporate and other	54,671			23,158		31,513
	$	272,977		$	196,436	$	76,541

Commodity derivative assets	$	5,224		$	—	$	5,224
Commodity derivative liabilities	(2,339		)	—		(2,339		)
Net	$	2,885		$	—	$	2,885



December 31, 2015
Available-for-sale securities
Cash and cash equivalents	$	10,700		$	10,700	$	—
Equity securities:
Domestic value	44,505			44,505		—
Domestic growth	61,078			61,078		—
International and other	27,961			27,961		—
Fixed income securities:
U.S. Government	27,880			26,608		1,272
Municipals	58,576			—		58,576
Corporate and other	28,342			6,500		21,842
	$	259,042		$	177,352	$	81,690

Commodity derivative assets	$	6,435		$	—	$	6,435
Commodity derivative liabilities	(1,859		)	—		(1,859		)
Net	$	4,576		$	—	$	4,576

The carrying amounts and fair values of investments in the Westmoreland Loan, PVNGS lessor notes, other investments, and long-term debt, which are not recorded at fair value on the Consolidated Balance Sheets, are presented below:



					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, 2016	(In thousands)
PNMR
Long-term debt	$	2,392,712	$	2,540,693	$	—	$	2,540,693	$	—
Westmoreland Loan	$	95,000	$	100,893	$	—	$	—	$	100,893
Other investments	$	547	$	1,164	$	547	$	—	$	617
PNM
Long-term debt	$	1,631,369	$	1,730,157	$	—	$	1,730,157	$	—
Other investments	$	316	$	316	$	316	$	—	$	—
TNMP
Long-term debt	$	420,875	$	468,329	$	—	$	468,329	$	—
Other investments	$	231	$	231	$	231	$	—	$	—

December 31, 2015
PNMR
Long-term debt	$	2,091,948	$	2,264,869	$	—	$	2,264,869	$	—
Investment in PVNGS lessor notes	$	8,587	$	8,947	$	—	$	—	$	8,947
Other investments	$	604	$	1,269	$	604	$	—	$	665
PNM
Long-term debt	$	1,580,677	$	1,703,209	$	—	$	1,703,209	$	—
Investment in PVNGS lessor notes	$	8,587	$	8,947	$	—	$	—	$	8,947
Other investments	$	366	$	366	$	366	$	—	$	—
TNMP
Long-term debt	$	361,411	$	411,661	$	—	$	411,661	$	—
Other investments	$	238	$	238	$	238	$	—	$	—

Investments Held by Employee Benefit Plans

As discussed in Note 12, 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 each plan (Note 12), 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.

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, investments 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. Level 3 investments are comprised of corporate term loans. 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 year 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 redeemed in the near term. Audited financial statements are received for each fund and are reviewed by the Company annually.

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 and the financing environment, capitalization rates, discount rates, and cash flows. The fair values of investments held by the employee benefit plans 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, 2016			(In thousands)
PNM Pension Plan
Participation in PNMR Master Trust Investments:
Investments categorized within fair value hierarchy	$	467,965	$	129,624	$	337,989	$	352
Uncategorized investments	75,685
Total Master Trust Investments	$	543,650

TNMP Pension Plan
Participation in PNMR Master Trust Investments:
Investments categorized within fair value hierarchy	$	50,901	$	14,447	$	36,416	$	38
Uncategorized investments	9,729
Total Master Trust Investments	$	60,630

PNM OPEB Plan
Cash and cash equivalents	$	2,567	$	2,567	$	—	$	—
Equity securities:
International funds	9,300		—		9,300		—
Domestic value	10,260		10,260		—		—
Domestic growth	6,338		6,338		—		—
Other funds	26,405		—		26,405		—
Fixed income securities:
Mutual funds	18,959		18,959		—		—
	$	73,829	$	38,124	$	35,705	$	—
TNMP OPEB Plan
Cash and cash equivalents	$	308	$	308	$	—	$	—
Equity securities:
International funds	1,279		—		1,279		—
Domestic value	449		449		—		—
Domestic growth	1,089		1,089		—		—
Other funds	3,060		—		3,060		—
Fixed income securities:
Mutual funds	2,593		2,593		—		—
	$	8,778	$	4,439	$	4,339	$	—



			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, 2015	(In thousands)
PNM Pension Plan
Participation in PNMR Master Trust Investments:
Investments categorized within fair value hierarchy	$	479,858	$	111,441	$	367,698	$	719
Uncategorized investments	78,461
Total Master Trust Investments	$	558,319

TNMP Pension Plan
Participation in PNMR Master Trust Investments:
Investments categorized within fair value hierarchy	$	52,163	$	12,199	$	39,886	$	78
Uncategorized investments	9,968
Total Master Trust Investments	$	62,131

PNM OPEB Plan
Cash and cash equivalents	$	1,512	$	1,512	$	—	$	—
Equity securities:
International funds	10,604		—		10,604		—
Domestic value	9,367		9,367		—		—
Domestic growth	5,894		5,894		—		—
Other funds	28,419		—		28,419		—
Fixed income securities:
Mutual funds	18,343		18,343		—		—
	$	74,139	$	35,116	$	39,023	$	—
TNMP OPEB Plan
Cash and cash equivalents	$	128	$	128	$	—	$	—
Equity securities:
International funds	1,310		—		1,310		—
Domestic value	367		367		—		—
Domestic growth	1,013		1,013		—		—
Other funds	3,397		—		3,397		—
Fixed income securities:
Mutual funds	3,075		3,075		—		—
	$	9,290	$	4,583	$	4,707	$	—

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, 2016	(In thousands)
PNMR Master Trust
Cash and cash equivalents	$	20,503	$	20,503	$	—	$	—
Equity securities:
International	38,401		—		38,401		—
Domestic value	36,036		36,036		—		—
Domestic growth	18,484		18,484		—		—
Other funds	27,532		—		27,532		—
Fixed income securities:
Corporate	205,419		—		205,029		390
U.S. Government	94,359		69,048		25,311		—
Municipals	13,970		—		13,970		—
Other funds	64,162		—		64,162		—
Total investments categorized within fair value hierarchy	518,866		$	144,071	$	374,405	$	390
Uncategorized investments:
Private equity funds	27,060
Hedge funds	42,070
Real estate funds	16,284
	$	604,280
December 31, 2015
PNMR Master Trust
Cash and cash equivalents	$	14,525	$	14,525	$	—	$	—
Equity securities:
International	36,675		—		36,675		—
Domestic value	34,769		34,769		—		—
Domestic growth	25,407		25,407		—		—
Other funds	30,531		—		30,531		—
Fixed income securities:
Corporate	214,218		—		213,421		797
U.S. Government	98,138		48,936		49,202		—
Municipals	16,647		—		16,647		—
Other funds	61,111		3		61,108		—
Total investments categorized within fair value hierarchy	532,021		$	123,640	$	407,584	$	797
Uncategorized investments:
Private equity funds	32,333
Hedge funds	40,731
Real estate funds	15,365
	$	620,450

A reconciliation of the changes in Level 3 fair value measurements is as follows:



	Fixed Income - Corporate
PNMR Master Trust	PNM Pension			TNMP Pension			Total Master Trust
	(In thousands)
Balance at December 31, 2014	$	655		$	72		$	727
Actual return on assets sold during the period	—			—			—
Actual return on assets still held at period end	(1		)	—			(1		)
Purchases	177			17			194
Sales	(112		)	(11		)	(123		)
Balance at December 31, 2015	719			78			797
Actual return on assets sold during the period	1			—			1
Actual return on assets still held at period end	19			2			21
Purchases	—			—			—
Sales	(387		)	(42		)	(429		)
Balance at December 31, 2016	$	352		$	38		$	390