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. Each of the Company’s revolving credit facilities and term loans contains a single financial covenant, which requires the maintenance of a debt-to-capital ratio of less than or equal to 65%, and generally also include customary covenants, events of 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 short-term financing plan with the NMPRC.

Financing Activities

PNMR

At January 1, 2015, PNMR had outstanding the one-year $100.0 million PNMR Term Loan Agreement, which was due in December 2015. In December 2015, PNMR entered into an agreement that extended the maturity date for an additional year and increased the amount outstanding to $150.0 million. The PNMR Term Loan Agreement was repaid on December 21, 2016.

On March 9, 2015, PNMR entered into a $150.0 million Term Loan Agreement (the “PNMR 2015 Term Loan Agreement”) between PNMR, the lenders identified therein, and Wells Fargo Bank, National Association, as lender and administrative agent. The PNMR 2015 Term Loan Agreement bears interest at a variable rate, which was 2.34% at December 31, 2017, and must be repaid on or before March 9, 2018.

At January 1, 2015, PNMR had an aggregate outstanding principal amount of $118.8 million of its 9.25% Senior Unsecured Notes, Series A, which were due on May 15, 2015. PNMR repaid all of the 9.25% Senior Unsecured Notes at the scheduled maturity, utilizing proceeds from the PNMR 2015 Term Loan Agreement and borrowings under the PNMR Revolving Credit Facility.

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 Agreement”) with BTMU, as lender and administrative agent, as of February 1, 2016. The BTMU Term Loan Agreement has a maturity of February 1, 2021 and bears interest at a rate based on LIBOR plus a customary spread, which aggregated 4.13% at December 31, 2017. PNMR, as parent company of NM Capital, has guaranteed NM Capital’s obligations to BTMU. NM Capital utilized the proceeds of the BTMU Term Loan Agreement to provide funding of $125.0 million (the “Westmoreland Loan”) to a ring-fenced, bankruptcy-remote, special-purpose entity that is a subsidiary of Westmoreland Coal Company to finance Westmoreland’s purchase of SJCC. The BTMU Term Loan Agreement requires that NM Capital utilize all amounts, less taxes and fees, it receives under the Westmoreland Loan to repay the BTMU Term Loan Agreement. The principal balance outstanding under the BTMU Term Loan Agreement was $50.1 million at December 31, 2017 and $45.1 million at February 20, 2018. Based on scheduled payments on the Westmoreland Loan and WSJ’s payment of $5.6 million on February 1, 2018, (which included $4.8 million in excess of the scheduled payment), NM Capital estimates it will make principal payments of $10.6 million on the BTMU Term Loan Agreement in the year ended December 31, 2018, including the payment made on February 1, 2018 of $5.0 million (which included $3.3 million in excess of the payment previously scheduled).

On October 21, 2016, PNMR entered into letter 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 is required to post in connection with permits relating to the operation of the San Juan mine (Note 16).

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, 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 and JPMorgan Chase Bank, N.A., as lender and administrative agent, that matures on December 21, 2018. The proceeds of the term loans were used to repay the $150.0 million PNMR Term Loan Agreement and to reduce borrowings under the PNMR Revolving Credit Facility. On December 15, 2017, the PNMR 2016 One-Year Term Loan was extended to December 14, 2018. The PNMR 2016 One-Year Term Loan (as extended) and the PNMR 2016 Two-Year Term Loan bear interest at variable rates, which were 2.32% and 2.32% at December 31, 2017.

PNM

On January 1, 2015, PNM had a $125.0 million multi-draw term loan facility (the “PNM Multi-draw Term Loan”) that had outstanding borrowings of $100.0 million and a maturity date of June 21, 2016. PNM drew the remaining capacity of $25.0 million on May 8, 2015. The PNM Multi-draw Term Loan was repaid on May 20, 2016.

At January 1, 2015, PNM had a $39.3 million series of outstanding Senior Unsecured Notes, Pollution Control Revenue Bonds, which have a final maturity of June 1, 2043. These PCRBs were subject to mandatory tender for remarketing on June 1, 2015 and were successfully remarketed on that date. The notes now bear interest at 2.45%, continue to have an outstanding amount of $39.3 million, and are subject to mandatory tender for remarketing on June 1, 2020.

On August 11, 2015, PNM issued $250.0 million aggregate principal amount of its 3.850% Senior Unsecured Notes due 2025. The notes will mature on August 1, 2025. Portions of the proceeds from the offering were used to repay an existing $175.0 million term loan and to repay outstanding borrowings under the PNM Revolving Credit Facility, the PNM 2014 New Mexico Credit Facility, and PNM’s intercompany loan from PNMR.

On May 20, 2016, PNM entered into a $175.0 million term loan agreement (the “PNM 2016 Term Loan Agreement”) between PNM and JPMorgan Chase Bank, N.A., as lender and administrative agent. The PNM 2016 Term Loan Agreement bore interest at a variable rate and had a maturity date of November 17, 2017. PNM used a portion of the proceeds of the PNM 2016 Term Loan Agreement to prepay without penalty the $125.0 million outstanding under the PNM Multi-draw Term Loan. The PNM 2016 Term Loan Agreement was repaid on July 20, 2017.

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.

At January 1, 2015, 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 Agreement”) 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 Agreement bears interest at a variable rate, which was 2.29% at December 31, 2017, and must be repaid on or before January 18, 2019. PNM used the proceeds of the PNM 2017 Term Loan Agreement to prepay without penalty the $175.0 million PNM 2016 Term Loan Agreement and to reduce short-term borrowings.

On July 28, 2017, PNM entered into an agreement (the “PNM 2017 Senior Unsecured Note Agreement”) with institutional investors for the sale of $450.0 million aggregate principal amount of Senior Unsecured Notes (the “PNM 2018 SUNs”) offered in private placement transactions. Under the PNM 2017 Senior Unsecured Note Agreement, PNM has agreed to issue $350.0 million of the PNM 2018 SUNs on or about May 15, 2018 and $100.0 million of the PNM 2018 SUNs on or about August 1, 2018. The issuances of the PNM 2018 SUNs are subject to the satisfaction of customary conditions. PNM will use the gross proceeds from the PNM 2018 SUNs to repay $350.0 million of PNM’s 7.95% Senior Unsecured Notes that mature on May 15, 2018 and $100.0 million of PNM’s 7.50% Senior Unsecured Notes that mature on August 1, 2018. The terms of the PNM 2017 Senior Unsecured Note Agreement include customary covenants, including a covenant that requires the maintenance of a debt-to-capital 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. In the event of a change of control, PNM will be required to offer to prepay the PNM 2018 SUNs at par. PNM will have the right to redeem any or all of the PNM 2018 SUNs prior to their respective maturities, subject to payment of a customary make-whole premium. In accordance with GAAP, aggregate borrowings of $450.0 million under PNM’s Senior Unsecured Notes due on May 15, 2018 and August 1, 2018, are reflected as being long-term in the Consolidated Balance Sheet at December 31, 2017 since the PNM 2017 Senior Unsecured Note Agreement demonstrates PNM’s ability and intent to re-finance the aggregate $450.0 million Senior Unsecured Notes on a long-term basis. Information concerning the maturities and interest rates on the PNM 2018 SUNs to be issued in May 2018 and August 2018 is as follows:



Scheduled
Funding	Maturity	Principal		Interest
Date	Date	Amount		Rate
		(In millions)

May 15, 2018	May 15, 2023	$	55.0	3.15	%
May 15, 2018	May 15, 2025	104.0		3.45	%
May 15, 2018	May 15, 2028	88.0		3.68	%
May 15, 2018	May 15, 2033	38.0		3.93	%
May 15, 2018	May 15, 2038	45.0		4.22	%
May 15, 2018	May 15, 2048	20.0		4.50	%
		350.0
August 1, 2018	August 1, 2028	15.0		3.78	%
August 1, 2018	August 1, 2048	85.0		4.60	%
		100.0
		$	450.0

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 (the “TNMP 2015 Bond Purchase 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, subject to satisfaction of certain conditions. TNMP issued the bonds on February 10, 2016 and used the proceeds to reduce short-term debt and intercompany debt.

On June 14, 2017, TNMP entered into an agreement (the “TNMP 2017 Bond Purchase 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.

Interest Rate Hedging Activities

In September 2015, PNMR entered into a hedging agreement whereby it effectively established a fixed interest rate of 1.927%, subject to change if there is a change in PNMR’s credit rating, for borrowings under the PNMR 2015 Term Loan Agreement for the period from January 11, 2016 through its maturity on March 9, 2018. In 2017, PNMR entered into three separate four-year hedging agreements whereby it 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.

These hedge agreements are accounted for as cash flow hedges. The fair value of the hedge related to the PNMR 2015 Term Loan Agreement was a gain of $0.2 million at December 31, 2017 and is included in Other current assets on the Consolidated Balance Sheets and a loss of less than $0.1 million at December 31, 2016. At December 31, 2017, the remaining hedge agreements had fair value gains totaling $1.4 million, which are included in Other current assets on the Consolidated Balance Sheets. 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.

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 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. TNMP had no outstanding borrowings from PNMR at December 31, 2017 or February 20, 2018, and $4.6 million at December 31, 2016. PNM had no outstanding borrowings from PNMR at December 31, 2017, December 31, 2016, or February 20, 2018.

Short-term Debt

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. PNMR and PNM have entered into agreements to extend the maturity of both facilities from October 31, 2020 to October 31, 2022. However, one lender, whose current commitment is $10.0 million under the PNMR Revolving Credit Facility and $40.0 million under the PNM Revolving Credit Facility, did not agree to extend its commitments beyond 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 million for the PNMR Revolving Credit Facility and $360.0 million for the PNM Revolving Credit Facility from November 1, 2020 through October 31, 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. In September 2017, the TNMP Revolving Credit Facility was extended to mature on September 23, 2022.

At January 1, 2015, 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.

Short-term debt outstanding consists of:



	December 31,
Short-term Debt	2017		2016
	(In thousands)
PNM:
PNM Revolving Credit Facility	$	39,800	$	35,000
PNM 2014 New Mexico Credit Facility	—		26,000
PNM 2017 New Mexico Credit Facility	—		—
	39,800		61,000
TNMP Revolving Credit Facility	—		—
PNMR:
PNMR Revolving Credit Facility	165,600		126,100
PNMR 2016 One-Year Term Loan	100,000		100,000
	$	305,400	$	287,100

In addition to the above borrowings, PNMR, PNM, and TNMP had letters of credit outstanding of $6.4 million, $2.5 million, and $0.1 million at December 31, 2017 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, 2017, interest rates on outstanding borrowings were 2.76% for the PNMR Revolving Credit Facility and 2.59% for the PNM Revolving Credit Facility.

At February 20, 2018, PNMR, PNM, and TNMP had $111.2 million, $340.1 million, and $51.0 million of availability under their respective revolving credit facilities, including reductions of availability due to outstanding letters of credit, and PNM had $20.0 million availability under the PNM 2017 New Mexico Credit Facility. Total availability at February 20, 2018, on a consolidated basis, was $522.3 million for PNMR. At February 20, 2018, PNMR had invested cash of $0.9 million. PNM and TNMP had no invested cash at February 20, 2018.

On February 26, 2018, PNMR Development entered into a $24.5 million credit facility with Wells Fargo Bank, National Association, as lender. The facility allows PNMR Development to borrow on a revolving credit basis and also provides for the issuance of letters of credit. The facility matures on February 25, 2019. 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).

Long-Term Debt

Information concerning long-term debt outstanding and unamortized (premiums), discounts, and debt issuance costs is as follows:



	December 31, 2017					December 31, 2016
	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	$	1,383		$	146,000	$	1,807
6.25% due January 2038	36,000		228			36,000		239
4.75% due June 2040, mandatory tender - June 1, 2017	—		—			37,000		25
2.125% due June 2040, mandatory tender - June 1, 2022	37,000		404			—		—
5.20% due June 2040, mandatory tender - June 1, 2020	40,045		105			40,045		147
5.90% due June 2040	255,000		2,040			255,000		2,131
6.25% due June 2040	11,500		92			11,500		96
2.54% due September 2042, mandatory tender - June 1, 2017	—		—			20,000		67
2.45% due September 2042, mandatory tender - June 1, 2022	20,000		153			—		—
2.40% due June 2043, mandatory tender - June 1, 2020	39,300		243			39,300		340
5.20% due June 2043, mandatory tender - June 1, 2020	21,000		53			21,000		75
Senior Unsecured Notes:
7.95% due May 2018	350,000		272			350,000		995
7.50% due August 2018	100,025		73			100,025		197
5.35% due October 2021	160,000		617			160,000		780
3.85% due August 2025	250,000		2,274			250,000		2,574
PNM 2016 Term Loan Agreement due November 2017	—		—			175,000		28
PNM 2017 Term Loan Agreement due January 2019	200,000		23			—		—
	1,665,870		7,960			1,640,870		9,501
Less current maturities	25		2			232,000		120
	1,665,845		7,958			1,408,870		9,381
TNMP Debt
First Mortgage Bonds:
9.50% due April 2019	172,302		1,032			172,302		1,857
6.95% due April 2043	93,198		(18,057		)	93,198		(18,773		)
4.03% due July 2024	80,000		686			80,000		792
3.53% due February 2026	60,000		667			60,000		749
3.22% due August 2027	60,000		552			—		—
	465,500		(15,120		)	405,500		(15,375		)
Less current maturities	—		—			—		—
	465,500		(15,120		)	405,500		(15,375		)
PNMR Debt
PNMR 2015 Term Loan Agreement due March 2018	150,000		12			150,000		84
BTMU Term Loan Agreement, payments through February 2021	50,137		1,001			92,207		1,634
PNMR 2016 Two-Year Term Loan due December 2018	100,000		9			100,000		21
	300,137		1,022			342,207		1,739
Less current maturities	257,268		396			42,025		557
	42,869		626			300,182		1,182
Total Consolidated PNMR Debt	2,431,507		(6,138		)	2,388,577		(4,135		)
Less current maturities	257,293		398			274,025		677
	$	2,174,214	$	(6,536	)	$	2,114,552	$	(4,812	)

Reflecting mandatory tender dates and the impacts of the refinancing under the PNM 2017 Senior Unsecured Note Agreement discussed above, long-term debt matures as follows:



	PNMR		PNM		TNMP		PNMR Consolidated
	(In thousands)
2018	$	257,268	$	25	$	—	$	257,293
2019	12,357		200,000		172,302		384,659
2020	25,862		100,345		—		126,207
2021	4,650		306,000		—		310,650
2022	—		57,000		—		57,000
Thereafter	—		1,002,500		293,198		1,295,698
Total	$	300,137	$	1,665,870	$	465,500	$	2,431,507