Jimmie Blotter - Patricia K. Vincent-Collawn - Chairman, Chief Executive Officer and President Charles N.

Eldred - Chief Financial Officer and Executive Vice President

Ali Agha - SunTrust Robinson Humphrey, Inc., Research Division Paul T. Ridzon - KeyBanc Capital Markets Inc., Research Division Paul B.

Fremont - Jefferies LLC, Research Division Kit Konolige - BGC Partners, Inc., Research Division Brian J. Russo - Ladenburg Thalmann & Co.

Inc., Research Division Paul Patterson - Glenrock Associates LLC

Thank you, Shannon, and thank you, everyone, for joining us this morning for the PNM Resources Second Quarter 2014 Earnings Conference Call. Please note that the presentation for this conference call and other supporting documents are available on our website at pnmresources.com.

Joining me today are PNM Resources Chairman, President and CEO, Pat Vincent-Collawn; and Chuck Eldred, our CFO, as well as several other members of our executive management team. Before I turn the call over to Pat, I need to remind you that some of the information provided this morning should be considered forward-looking statements pursuant to the Private Securities Litigation Reform Act of 1995.

We caution you that all of the forward-looking statements are based upon current expectations and estimates, and that PNM Resources assumes no obligation to update this information. For a detailed discussion of factors affecting PNM Resources' results, please refer to our current and future annual reports on Form 10-K, quarterly reports on Form 10-Q, as well as reports on Form 8-K filed with the SEC.

And with that, I will turn the call over to Pat.

Thank you, Jimmie. Good morning, everyone, and thank you for joining us on this beautiful, sunny New Mexican morning.

Let me start on Slide 4, with the headlines from the second quarter. Before I get to the numbers, I'd like to start by saying that overall, it was a solid quarter for the company.

We continue to face some challenges with the New Mexico economy, but we are managing through them. At the same time, Texas continues to be strong and the company remains on track.

GAAP earnings were up $0.02 per share compared to Q2 in 2013, and ongoing earnings were up by $0.01. Today, we are narrowing our 2014 consolidated ongoing earnings guidance to the range of $1.44 to $1.51 per diluted share.

We are making substantial progress on resolving the ownership of San Juan Generating Station following the 2 unit retirement. Nonbinding agreements were reached regarding restructured ownership of the plant, which is an important step forward.

We'll have more on the BART process in a few minutes. Now let's move to Slide 5.

In the second quarter, PNM experienced an overall decline in loads. However on a positive note, residential loads showed a slight increase.

As you can see, we have revived our load guidance to reflect the decline. However, we continue to effectively manage the business, and we expect to be at the midpoint of our guidance.

Employment growth for both the state and the Albuquerque Metro was essentially flat for the quarter. While analysts estimate that we will see modest employment growth this year, with predictions varying from 0% to 0.17% -- excuse me, 1.7%, we believe it will likely be in the lower end of that range.

New Mexico's unemployment rate is down 7% in the first quarter to 6.5% as of June. And at PNM, we do continue to see modest customer growth.

Across the state line in Texas, TNMP continues to see growth because of the very strong economy there. As you know, last quarter we explained that the growth number was an anomaly and as a result, the second quarter number appears modest.

However, year-to-date results reveal the actual consistent growth trend. The commercial class is up 6.5% and residential is up 2.5%, with an overall load growth at 4.1%.

We expect that TNMP will come in at the upper end of its load forecast for the year, and we anticipate steady growth to continue through 2014 into 2015. The Texas unemployment rate dropped from 5.5% in the first quarter to 5.1% at the end of June.

Now let's go to Slide 6 for more details on the BART filing. We continue to work to obtain final approval for the revised, state implementation plan for our San Juan Generating Station.

The plan is being reviewed by both the EPA and the New Mexico Public Regulation Commission. As noted last quarter, the EPA issued a proposed draft approval for the plan on April 30, and is expected to take final action by about September 29.

As I mentioned earlier, on July 15, PNM filed a nonbinding term sheet and resolution with the New Mexico Commission regarding restructuring the ownership of San Juan between the exiting owners and remaining owners and ongoing participation of the remaining owners. This means the company is proposing to assume 132 megawatts of power from unit 4, instead of the 78 megawatts originally proposed, but it does not change the originally fired -- filed replacement power plant.

Because of the ongoing ownership negotiations, we proposed that the New Mexico commission hearing on the plan be pushed back until October. The hearing is now scheduled between October 6 and 24.

We expect a final order to be issued no later than February of next year, although the commission has indicated its desire to still have it done by the end of the year. And as always, settlement discussions can occur at any time.

Now let's turn to Slide 7 for a quick update on other regulatory filings. As you can see, this is another busy regulatory year for the company.

I am pleased to say we continue to make progress with our strategic plan and we remain on target with our regulatory filing. On July 17, PNM closed on the purchase of the Delta-Person peaking facility, this is expected to add about a $0.01 to 2014 earnings.

This will also benefit our customers, because the company will be able to operate the facility more efficiently at a lower cost. On June 18, the New Mexico commission gave final approval for PNM's application to build the 40-megawatt, $56 million La Luz gas-fired peaker.

This facility is expected to be online in late 2015. On June 2, PNM filed its 2015 renewable plan.

In this filing, the company is seeking the approval of the 2015 Renewable Energy Rider to allow us to recover the cost of renewable energy. It also includes a request for CCN to build and operate 40 megawatts of company-owned solar, which is a part of the replacement power strategy for BART.

Also in regard to PNM, I want to mention that it is still our intent to file a general rate case by the end of this year. We take a look at TNMP.

On July 18, we filed for a TCOS increase. The rates are expected to take effect in September, and boost revenues by $4.2 million on an annual basis.

And now I'll turn things over to Chuck for an in-depth look at the numbers.

Thank you, Pat, and good morning. Let's begin the financial review with the second quarter results.

Beginning on Slide 9 of the presentation. Second quarter ongoing EPS was $0.39, up a $0.01 compared to the second quarter of 2013.

TNMP was up $0.02, and Corporate and Other was up $0.01. Corporate and Other benefited from lower interest expense and the reversal of a tax reserve for R&D credits, resulting from the settlement of the 2003 to 2008 IRS exam.

These benefits in Corporate and Other were offset by some expired tax credit investments at the holding company. Finally, PNM was down $0.02 compared to the second quarter of 2013.

Now for more detail on PNM and TNMP drivers on Slide 10. Starting with PNM, rate relief is up a $0.01.

This consists of the renewable rider and the Gallup contract, which expired on June 29. Palo Verde 3 market prices improve results by $0.01.

Outage costs were also better by a $0.01 compared to 2013, when San Juan Unit 4 was in a major outage. We noted last quarter that we had reached a settlement on our Fuel Clause Continuation Filing and that we were able to keep 10% of off-system sales through 2016.

We recorded the catch-up entry that goes back to July 2013 and it improved earnings by a $0.01. We have discussed how the load continues to be soft in New Mexico.

This represented a $0.02 decrease compared to last year. Weather at PNM was also down $0.02.

April and May were very mild, and although June did have some hot days, it was not enough to counterbalance April and May. Cooling degree days overall were 4% above normal, but down 13% compared to Q2 of 2013.

Finally at PNM, there was a $0.02 impact year-over-year for the IRS exam that I mentioned earlier. This offsets the benefit recognized at Corporate and Other.

At TNMP we saw an improvement for rate relief of $0.01. This is related to the TCOS filings.

As Pat mentioned, we have recently filed for our second TCOS increase this year. We expect the $4.2 million increase to become effective in September.

Although load and weather were not offset this quarter, on a year-to-date basis, TNMP's load is up 4.1%, and should be well within our guidance range of 1% to 3% for the year. TNMP has also had an improvement in O&M expense by $0.01.

This was driven by a number of small items, including higher AMG credits related to capital spending and lower insurance claims expense. Now turning to Slide 11.

As Pat mentioned, we have narrowed our guidance range to $1.44 to $1.51 for this year from $1.42 to $1.52. We're still on target to meet the midpoint of the range at $1.47.

We're continuing to focus on executing our regulatory strategy well. We're also benefiting from the geographical diversity of our company as it relates to the economic conditions in Texas and New Mexico.

As a result, we are making adjustments to our segments. We're guiding PNM to $1.11 to $1.15, TNMP is expected to be above the original guidance range at $0.43 to $0.45.

We also expect Corporate and Other to come in slightly better than the original guidance range at a negative $0.10 to negative $0.09. The strength we're seeing at TNMP is not only a result of the strong economy there, but is also influenced by other revenue increases, like the energy efficiency bonus.

We also have had some savings in pension and medical expenses for both PNM and TNMP. This has been caused by a number of factors, including good asset returns on our pension plans.

At PNM, a combination of things will help to offset the load decline. There is the pension to medical savings I just mentioned, our ability to keep 10% of off-system sales, the adjustment in spent nuclear disposal fees to the DOE that was eliminated in May, the contingency plans that we have enacted, just to name a few.

We're comfortable that we're well-positioned to close the gap and hit the midpoint of guidance for this year. And with that, I'll turn it over to Pat.

Thanks, Chuck. To wrap things up, overall, it was a steady quarter for the economy -- the company.

We continued to effectively manage the economic challenges in New Mexico. And again, our ability to meet our total return goal is not dependent on load.

We are confident that the company will remain on track, both financially and operationally. Operator, now we will open it up for questions.

Chuck and Pat, can you tell us, on an LTM basis, what is the earned ROE at PNM right now?

We don't disclose that, Ali, yes.

And then, just look at it from the things that we talked about that this year, we fully expect with the guidance adjustment, a range between 9% to 9.5%. So we're still on target to meet that expectation to -- given the current guidance and the updated information today.

But in terms of -- I think, Pat you said, you still plan to file the rate case by the end of the year. If this 3% kind of decline, that's new throughout the year, might that change your plans for filing?

No, Ali. While we have lowered our load forecast, as you saw, we narrowed our guidance range and we're confident in the midpoint of guidance, we've got a pretty full regulatory agenda and so -- and while we will file for a rate case, and load will reset, and we're going to ask for decoupling to recognize kind of the new reality, we're still very confident in our ability to manage the business and not have to move up that rate case.

Okay. And then, conversely, actually, if the BART process builds into next year, as it -- if it goes to full distance, will that perhaps cause you to also, on the reverse side, delay the filing just so you don't want to put many things in front of the commission at the same time?

No, because the hearing on the BART would have already taken place, Ali. It would just be in front of the commissioners.

And as you know, the rate cases first start with the staff. And so the staff would have done their big piece on the BART filing and would have been for the commission.

So that timing wouldn't cause us to delay the rate case either.

Okay, last question, on TNMP, just conceptually or roughly, what was -- why such a big difference in -- well, in normalized sales between the first quarter and the second quarter?

A lot of it was timing over the way the numbers were last year. I think last year in the first quarter, we had an anomaly.

And this year we also had in the first quarter, had an anomaly. So I'd look at the year-to-date number as being the most accurate projection of load.

When we look at the lower load growth forecast for New Mexico and then, the lower guidance, how would that map over onto the potential earnings power slide?

Well, keep in mind, the -- we'll make the adjustments, but if you really look at the earnings power slide, we'll adjust the PNM down to the range that we talked about to hit the midpoint of what we would expect to be reflective of that segment. But then, we'll improve the TNMP slide to indicate the -- additional earnings power that we have relative to that segment of the business.

So there's really kind of just an exchange.

And then, also remember, Paul, that, that 2016 earnings and we'll have a new rate, because we'll have filed this fall for rates to go into effect on January 1, 2016, and we reset the volume when we do the rate case. So that should pick up all the volume degradation in that case.

And then, you'll have decoupling hopefully after that?

Yes, we plan to file for that and hopefully have that.

And then, so the starting point will flip-flop kind of but the deltas will still be relatively the same?

Yes, to get to the midpoint of where we target today, you could see that flip-flop and then, we'll be working towards, as Pat pointed out, the rate base is still intact to get the earnings power that we would look for in 2016, with some great designs to address some of the load issues that we're seeing today with decoupling.

But the delta from now till then at -- in New Mexico would be the same, or would you pick up some more because of the rate case capturing lost volume?

You mean in 2016? Or you're talking about in...

'16. Sorry.

From '14 to '16, the bridge.

Yes, we'll continue to -- well, we'll really best reflect the guidance in December, to really look at the what the adjustments look like for next year, because we want to make sure that the load profile and as we look at New Mexico, we continue to monitor that. But we'll just have to wait until December really to talk about 2015, I think that's the best way to answer that.

And what ROE is embedded in Texas for the midpoint?

Well, we still -- we earn a 10-1/8% ROE, and we're on track to continue to earn a solid return in Texas.

I just wanted to get a sense, in terms of what offsets this year might also spillover into 2015, assuming that, that load growth is weakened in 2015?

Well, you know, Paul, we'll really want to spend more time in December to talk about 2015 guidance. But we continue to execute plans in the business to address the potential decrease in load for PNM.

And so our efforts to manage the O&M cost of the business certainly is a continued driver. As I mentioned earlier, we pick up about a $0.01 on the Department of Energy, the nuclear spent fuel fee that's no longer paid, that's about another $0.01.

We continue to -- with the Delta purchase, we'll pick up $0.02 for next year for that. So there's a number of different items that are small, but certainly begin to close the gap for things that frankly, would've been a nice upside, but certainly at this point are being reviewed more as closing the gap for the impact on load.

Remember Paul, we also have a renewable rider reset, the ops of the year of an off-system sales goes over there. The Palo Verde leases go into half next year.

So as we said earlier, we're really comfortable in our ability to manage through the '14 and '15 bridge to the volume reset in 2016, which correlates to the earnings power slide.

And then, is there any reason to believe that the load growth decline will begin to mitigate at some point? And what are you guys focusing on in terms of potential improvement?

Paul, I think there's a couple of offsetting things. First of all, I think customers have a new, as you talk about this kind of a new epic about energy use and taking advantage of energy efficiency programs.

On the other hand, you saw residential load pick up in this quarter. The economy here is not going great guns, but we're seeing some job growth here.

And on the industrial side, we talked about the fact that we had a customer sort of retooling its operations. That started in the second half of last year.

So the reason the first half looked bad this year is because they hadn't done that in the first half of last year. So those comparators looked kind of funny.

So we don't see things going great -- great guns, but we see flat to a little pickup in the load. And we can mitigate against that.

So obviously, load is the topic of the day. So I think Pat, you just gave some pretty good insight into some of the drivers there.

What -- how should we think of what you would be expecting for future years now as the load growth kind of idea in New Mexico, say over the next 2 to 3 years?

Ken, we obviously haven't given 2015 guidance. And starting in 2016, in a way it becomes a moot point, because we reset the volumes.

And we go to from a future test -- excuse me, from a historical test year to a future test year, so if we would think there's going to be continued volume declines, we would be able to forecast that and we would have decoupling. That said, we don't see any huge drivers for this year and next year, and we think the economy will kind of continue to bump along.

But we can manage through that. And as a matter of fact for this year, you can see we're managing through that because we had an idea the economy could not grow.

So we're just comfortable with our ability to manage through it.

Have you broached the idea of decoupling at the commission at all so far?

Well we haven't filed our rate case officially. So we really haven't had any discussions with them about that.

But I think you're seeing in a lot more states, I believe, on the electric side, about half of the states now have decoupling, and people are starting to embrace it as a way to encourage energy efficiency. And if you look at the clean power plan the administration just submitted, a lot of what you're going to need to do to meet those carbon reduction goals for energy efficiency.

So I think it all feeds into a very nice argument for decoupling at this time.

Okay, fair enough. And have you done any rough calculation so far of what kind of a rate increase would be needed just with respect to the load weakness in order to through you up at the time of the next rate case?

No. But when we file a rate case, we'll come and go through all of the drivers of the rate case and how much of that is related to that, but we haven't done that yet.

Okay. And, finally, on the -- on the BART proceedings, you mentioned, I think that settlements could come anytime.

Do you have -- can you give us any better sense of if you've had any winks and nods, or other indications from the other parties on where we stand with possibly a meeting of the minds on that proceeding?

In general, you get settlements at 2 times. One is either before testimony is due, because then you only have to file settlement testimony, or one is usually before the hearings begin.

In this case, if I was stop [ph] and the other interveners, I'd want to file my testimony and give my positions down because this is such a big case. So you would typically then see discussions going on in the September timeframe because this is a very complicated case.

And I think the majority of the parties would rather not litigate. So that would be the timing that we would think about.

So discussions in September -- could there be an actual settlement announced in September, or just the start of some back-and-forth?

It depends on how discussions go.

The questions on load were answered, as well as on BART. But those -- I was just curious, Chuck, if you could discuss the details of your financing strategy for your 5-year capital budget that leads to an avoidance of issuing equity?

Yes. Really, the cash flow of the business has been very strong.

And so if you kind of look at 5-year plan, we continue to have no equity requirements and no change in that understanding. But as we go into the rate case in 2016, you think about picking up some additional revenue for that.

It really, the strength in the cash flow of the business and liquidity we have in place just doesn't require, and we have a great deal of new financings. A little bit of refinancing that's required, maybe [ph] a couple hundred and fifty -- $200 million, $300 million over the next couple of years for PNM.

But it's just the cap structure remains strong and on target and on plan. And so really the 2016 rate case will bring in enough revenues that we would anticipate that would continue on that course.

Well, can you be more specific? It's my understanding that you're going to utilize short term debt at the parent to fund the utility CapEx and then the utility over time, will dividend cash back up to the parent to pay that down?

I'm just wondering like what level of short-term debt on average should we look for over the 5-year period?

Well, you know, it obviously varies depending on what -- how the year goes. But again, we're going to pay down the holding company 9.25% debt in May of next year, and that's about $120 million, roughly outstanding today.

So you could probably continue to see, on a short-term basis, maybe $100 million to $200 million of short-term debt and it's going to be variable based on the timing of when things occur in the cash flows in the cycle of the business each quarter. So that's probably a reasonable assumption.

And again, that's at a revolver rate, which is probably running around 2%.

And how soon after the capital budget winds down can you pay that off?

I would begin to look at some decrease to the holding company debt after the rate case in 2016.

Brian kind of asked my question. I guess I'm sort of wondering, what about the idea of maybe keeping, on a more permanent basis, debt at the parent level considering interest rates are so low and what have you.

Are there any thoughts about that?

Yes. Actually, you get a strong -- with the credits being strong at the operating subsidiaries, you got a lower interest cost.

And so we really just use the holding company facilities -- think of it like commercial paper. Just to time the cash flows relative to the timing of the business cycle.

We could look at convertible securities and other kinds of structures at the holding company. But frankly, the cash flows just don't support any kind of permanent financing at the holding company.

So we think that the approach we have in place today, using the revolvers and the timing of cash flows and the operating subsidiaries and how we dividend monies up to the holding company and vice versa, really serve the purpose that maintains the right capital structure that we don't get ourselves into permanent long-term debt at the holding company.

Okay. On the whole load growth thing, obviously, it's a bit of a challenge here and you talked about decoupling and everything.

But I'm just wondering, you guys obviously think ahead and what have you, and you've known about this issue. Have you thought of maybe any opportunity, either with respect to technology or deployment of different technologies and what have you, that could be utility opportunity for investment that maybe could lower customer's bills but increase rate base, what have you.

Is there any thought process on that, or am I getting too far ahead and we're just trying to deal with the current shortfall right now?

Well, when you take a look at the long-term plan and 5-year capital budget, you can see that with the BART settlement and the replacement power and the potential of bringing Palo Verde in the rate base, there is good rate-based growth there and we reset the volumes in 2015 and 2016. So excuse me, in 2016.

So it's really just a 2014, 2015 problem. And New Mexico is a very poor state, so we're always mindful of our customer increases -- our customer bill increases.

So it's really just managing through a short-term issue for that long-term rate base growth and ability to make total return. And we don't want to do anything in the short run that hurts our ability to get that into rate base in a long-term, the capital spending.

Hey Pat, on this EPS CO2 rule that's been proposed, I know the BART plan is completely separate, and looking at a different issue. But just wondering, would that have any bearing on your plan here at all in terms of CO2 reductions, and does that fit into your equation as you're going down this road on the BART?

Actually, Ali, the BART settlement we have fits very nicely into the CO2 rule. And when we put together the BART settlement, we actually utilize carbon pricing in it because our commission has asked us to use carbon pricing.

So those 2 units that shut down helped the state get very, very close to what it will need to get to, to meet its reductions under the [ph] Clean Power Plan. And obviously there's a lot of analysis still to be done on that rule, and I'm sure it's going to get challenged legally.

But that 2 unit shutdown is going to go a long way towards helping the state. So it's advantages on 2 fronts, it meets the regional haze rules and it will meet the Clean Power Plan reduction.

Okay. And overall as part of your 5-year CapEx plan on a preliminary basis, as you're looking at the rule as proposed, does that cause any major swing to your outlook for your CapEx programs?

Not really, Ali, because the rules -- the first reduction is in 2020 and then, the next tranche for EPA is in 2030, so it may require some additional renewables in the out years, but probably not until you get to that 2020 to 2030 time frame.

Thank you, and thank you, all, for joining us this morning. And thank you for your continued interest in PNM Resources as we are on our journey to produce top quartile shareholder return.

We hope you all enjoy the rest of your summer. Thank you.