UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 ________________________________________________________ 

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019

OR

☐	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: 001-14206

El Paso Electric Company

(Exact name of registrant as specified in its charter)

Texas		74-0607870
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Stanton Tower
100 North Stanton Street
El Paso,	Texas	79901
(Address of principal executive offices)		(Zip Code)

(915) 543-5711

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, No Par Value	EE	New York Stock Exchange

Indicate by check mark whether the 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.    Yes  ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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	☐	Smaller Reporting Company	☐
		Emerging Growth Company	☐

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐ No  ☒

As of October 31, 2019, there were 40,735,161 shares of the Company’s common stock outstanding.

DEFINITIONS

The following abbreviations, acronyms or defined terms used in this report are defined below:

Abbreviations, Acronyms or Defined Terms	Terms
A&G	Administrative and general
ABFUDC	Allowance for Borrowed Funds Used During Construction
AEFUDC	Allowance for Equity Funds Used During Construction
AFUDC	Allowance for Funds Used During Construction
ALJ	Administrative Law Judge
ANPP Participation Agreement	Arizona Nuclear Power Project Participation Agreement dated August 23, 1973, as amended
AOCI	Accumulated Other Comprehensive Income
APS	Arizona Public Service Company
ASU	Accounting Standards Update
Company	El Paso Electric Company
DCRF	Distribution Cost Recovery Factor
DOE	U.S. Department of Energy
El Paso	City of El Paso, Texas
Exchange Act	The Securities Exchange Act of 1934, as amended
FASB	Financial Accounting Standards Board
FCC	Federal Communications Commission
FERC	Federal Energy Regulatory Commission
FPPCAC	New Mexico Fuel and Purchased Power Cost Adjustment Clause
FTC	Federal Trade Commission
GAAP	U.S. Generally Accepted Accounting Principles
HSR Act	Hart-Scott-Rodino Antitrust Improvements Act of 1976
IIF	Infrastructure Investments Fund, an investment vehicle advised by J.P. Morgan Investment Management Inc.
kW	Kilowatt(s)
kWh	Kilowatt-hour(s)
Las Cruces	City of Las Cruces, New Mexico
Merger	Merger of Merger Sub with and into the Company with the Company as the surviving corporation pursuant to the Merger Agreement
Merger Agreement	Agreement and Plan of Merger, by and among the Company, Parent and Merger Sub, dated June 1, 2019
Merger Consideration	The right to receive $68.25 in cash per share of common stock, without interest, on and subject to the terms and conditions set forth in the Merger Agreement
Merger Sub	Sun Merger Sub Inc.
MPS	The Company's Montana Power Station
MW	Megawatt(s)
MWh	Megawatt-hour(s)
NDT	The Company's Palo Verde nuclear decommissioning trust funds
Newman	The Company's Newman Power Station
NMPRC	New Mexico Public Regulation Commission
NMPUA	New Mexico Public Utility Act
NRC	Nuclear Regulatory Commission
O&M	Operations and maintenance
Parent	Sun Jupiter Holdings LLC

(i)

Abbreviations, Acronyms or Defined Terms	Terms
Palo Verde	Palo Verde Generating Station
PCBs	Pollution Control Refunding Revenue Bonds
PUCT	Public Utility Commission of Texas
PURA	Texas Public Utility Regulatory Act
RCF	The Company's Revolving Credit Facility
REA	New Mexico Renewable Energy Act
RGRT	Rio Grande Resources Trust II
Rio Grande	The Company's Rio Grande Power Station
ROU	Right-of-use
SEC	U.S. Securities and Exchange Commission
TCJA	The federal legislation commonly referred to as the Tax Cuts and Jobs Act of 2017
TCRF	Transmission Cost Recover Factor
U.S.	United States
2017 PUCT Final Order	PUCT Final Order in Docket No. 46831
2018 Form 10-K	Annual Report of El Paso Electric Company on Form 10-K for the fiscal year ended December 31, 2018

(ii)

EL PASO ELECTRIC COMPANY

INDEX TO FORM 10-Q

		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Balance Sheets - September 30, 2019 and December 31, 2018	1
	Statements of Operations – Three Months, Nine Months and Twelve Months Ended September 30, 2019 and 2018	3
	Statements of Comprehensive Operations – Three Months, Nine Months and Twelve Months Ended September 30, 2019 and 2018	5
	Statements of Changes in Common Stock Equity - Three Months and Nine Months Ended September 30, 2019 and 2018	6
	Statements of Cash Flows – Nine Months Ended September 30, 2019 and 2018	8
	Notes to Financial Statements	9
	Report of Independent Registered Public Accounting Firm	38
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	60
Item 4.	Controls and Procedures	60
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	61
Item 1A.	Risk Factors	61
Item 5.	Other Information	61
Item 6.	Exhibits	61

(iii)

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

EL PASO ELECTRIC COMPANY

BALANCE SHEETS

	September 30, 2019			December 31, 2018
	(Unaudited)
ASSETS (In thousands)
Utility plant:
Electric plant in service	$	4,328,915		$	4,181,409
Less accumulated depreciation and amortization	(1,452,972		)	(1,391,266		)
Net plant in service	2,875,943			2,790,143
Construction work in progress	180,502			169,327
Nuclear fuel; includes fuel in process of $43,315 and $62,833, respectively	198,773			198,280
Less accumulated amortization	(81,020		)	(72,703		)
Net nuclear fuel	117,753			125,577
Net utility plant	3,174,198			3,085,047
Current assets:
Cash and cash equivalents	15,597			12,900
Accounts receivable, principally trade, net of allowance for doubtful accounts of $1,870 and $2,070, respectively	114,610			77,855
Inventories, at cost	59,047			55,432
Regulatory assets	7,939			6,972
Prepayments and other	27,487			20,375
Total current assets	224,680			173,534
Deferred charges and other assets:
Decommissioning trust funds	311,742			276,905
Regulatory assets	72,346			74,848
Other	17,263			18,168
Total deferred charges and other assets	401,351			369,921
Total assets	$	3,800,229		$	3,628,502

See accompanying notes to financial statements.

1

EL PASO ELECTRIC COMPANY

BALANCE SHEETS (Continued)

	September 30, 2019			December 31, 2018
	(Unaudited)
CAPITALIZATION AND LIABILITIES (In thousands except for share data)
Capitalization:
Common stock, stated value $1 per share, 100,000,000 shares authorized, 64,310,380 and 65,707,156 shares issued, and 118,308 and 121,532 restricted shares, respectively	$	64,429		$	65,829
Capital in excess of stated value	322,966			328,480
Retained earnings	1,275,159			1,227,471
Accumulated other comprehensive loss, net of tax	(38,636		)	(38,784		)
	1,623,918			1,582,996
Treasury stock, 23,693,527 and 25,147,567 shares, respectively, at cost	(394,669		)	(418,893		)
Common stock equity	1,229,249			1,164,103
Long-term debt, net of current portion	1,340,832			1,285,980
Total capitalization	2,570,081			2,450,083
Current liabilities:
Current maturities of long-term debt	44,959			99,239
Short-term borrowings under the revolving credit facility	99,826			49,207
Accounts payable, principally trade	61,226			58,150
Taxes accrued	43,408			37,139
Interest accrued	18,848			16,478
Regulatory liabilities	19,141			14,686
Other	39,244			38,356
Total current liabilities	326,652			313,255
Deferred credits and other liabilities:
Accumulated deferred income taxes	349,620			325,133
Accrued pension liability	80,616			87,259
Accrued post-retirement benefit liability	26,165			24,575
Asset retirement obligation	107,844			101,108
Regulatory liabilities	298,555			298,570
Other	40,696			28,519
Total deferred credits and other liabilities	903,496			865,164
Commitments and contingencies
Total capitalization and liabilities	$	3,800,229		$	3,628,502

See accompanying notes to financial statements.

2

EL PASO ELECTRIC COMPANY

STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands except for share data)

 

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Operating revenues	$	294,453		$	300,271		$	671,891		$	712,780
Operating expenses:
Fuel and purchased power	50,583			71,086			131,015			176,737
Operations and maintenance	82,186			83,355			243,907			252,370
Depreciation and amortization	25,704			24,169			76,050			71,941
Taxes other than income taxes	21,953			21,728			56,245			54,616
	180,426			200,338			507,217			555,664
Operating income	114,027			99,933			164,674			157,116
Other income (deductions):
Allowance for equity funds used during construction	481			824			1,996			2,462
Investment and interest income, net	11,904			16,815			48,625			33,042
Miscellaneous non-operating income	3,150			3,037			9,288			9,245
Strategic transaction costs	(3,798		)	—			(9,473		)	—
Miscellaneous non-operating deductions	(2,930		)	(3,263		)	(7,615		)	(8,775		)
	8,807			17,413			42,821			35,974
Interest charges (credits):
Interest on long-term debt and revolving credit facility	18,772			19,603			56,024			55,785
Other interest	5,314			4,127			16,357			13,896
Capitalized interest	(1,435		)	(1,488		)	(4,424		)	(4,067		)
Allowance for borrowed funds used during construction	(986		)	(881		)	(3,020		)	(2,551		)
	21,665			21,361			64,937			63,063
Income before income taxes	101,169			95,985			142,558			130,027
Income tax expense	23,289			22,714			32,463			30,427
Net income	$	77,880		$	73,271		$	110,095		$	99,600
Basic earnings per share	$	1.91		$	1.80		$	2.70		$	2.45
Diluted earnings per share	$	1.91		$	1.79		$	2.70		$	2.44
Dividends declared per share of common stock	$	0.385		$	0.360		$	1.130		$	1.055
Weighted average number of shares outstanding	40,616,532			40,535,489			40,600,726			40,514,961
Weighted average number of shares and dilutive potential shares outstanding	40,679,868			40,697,047			40,679,998			40,644,493

 See accompanying notes to financial statements.

3

EL PASO ELECTRIC COMPANY

STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands except for share data)

	Twelve Months Ended
	September 30,
	2019			2018
Operating revenues	$	862,714		$	908,929
Operating expenses:
Fuel and purchased power	183,387			229,996
Operations and maintenance	326,420			336,506
Depreciation and amortization	100,491			95,790
Taxes other than income taxes	72,629			71,271
	682,927			733,563
Operating income	179,787			175,366
Other income (deductions):
Allowance for equity funds used during construction	2,987			3,278
Investment and interest income, net	33,960			41,587
Miscellaneous non-operating income	12,866			12,428
Strategic transaction costs	(9,473		)	—
Miscellaneous non-operating deductions	(10,820		)	(11,677		)
	29,520			45,616
Interest charges (credits):
Interest on long-term debt and revolving credit facility	75,663			73,766
Other interest	20,351			18,320
Capitalized interest	(5,840		)	(5,258		)
Allowance for borrowed funds used during construction	(4,081		)	(3,353		)
	86,093			83,475
Income before income taxes	123,214			137,507
Income tax expense	28,404			31,407
Net income	$	94,810		$	106,100
Basic earnings per share	$	2.33		$	2.61
Diluted earnings per share	$	2.32		$	2.60
Dividends declared per share of common stock	$	1.49		$	1.39
Weighted average number of shares outstanding	40,585,513			40,494,482
Weighted average number of shares and dilutive potential shares outstanding	40,669,094			40,630,758

See accompanying notes to financial statements.

4

EL PASO ELECTRIC COMPANY

STATEMENTS OF COMPREHENSIVE OPERATIONS

(Unaudited)

(In thousands)

	Three Months Ended						Nine Months Ended						Twelve Months Ended
	September 30,						September 30,						September 30,
	2019			2018			2019			2018			2019			2018
Net income	$	77,880		$	73,271		$	110,095		$	99,600		$	94,810		$	106,100
Other comprehensive income (loss):
Unrecognized pension and post-retirement benefit costs:
Net gain (loss) arising during period	—			—			—			—			(5,898		)	12,634
Reclassification adjustments included in net income for amortization of:
Prior service benefit	(2,185		)	(2,413		)	(6,555		)	(7,243		)	(8,969		)	(9,657		)
Net loss	854			1,640			2,562			4,790			4,159			6,483
Net unrealized gains/losses on marketable securities:
Net holding gains (losses) arising during period	797			(948		)	6,074			(4,909		)	6,911			2,242
Reclassification adjustments for net (gains) losses included in net income	(3,202		)	443			(2,232		)	1,108			(1,895		)	(396		)
Net losses on cash flow hedges:
Reclassification adjustment for interest expense included in net income	153			144			451			423			596			559
Total other comprehensive income (loss) before income taxes	(3,583		)	(1,134		)	300			(5,831		)	(5,096		)	11,865
Income tax benefit (expense) related to items of other comprehensive income (loss):
Unrecognized pension and post-retirement benefit costs	301			174			862			520			2,377			(3,811		)
Net unrealized (gains) losses on marketable securities	372			105			(900		)	761			(1,138		)	(347		)
Losses on cash flow hedges	(33		)	(32		)	(114		)	(113		)	(146		)	(162		)
Total income tax benefit (expense)	640			247			(152		)	1,168			1,093			(4,320		)
Other comprehensive income (loss), net of tax	(2,943		)	(887		)	148			(4,663		)	(4,003		)	7,545
Comprehensive income	$	74,937		$	72,384		$	110,243		$	94,937		$	90,807		$	113,645

See accompanying notes to financial statements.

5

EL PASO ELECTRIC COMPANY

STATEMENTS OF CHANGES IN COMMON STOCK EQUITY

(Unaudited)

(In thousands except for share data)

	Common Stock					Capital in Excess of Stated Value			Retained Earnings			Accumulated Other Comprehensive Income (Loss), Net of Tax			Treasury Stock					Common Stock Equity
	Shares		Amount												Shares		Amount
Balances at December 31, 2018	65,828,688		$	65,829		$	328,480		$	1,227,471		$	(38,784	)	25,147,567		$	(418,893	)	$	1,164,103
Restricted common stock grants and deferred compensation						(1,328		)							(31,461	)	524			(804		)
Performance share awards vested						1,478									(39,923	)	665			2,143
Stock awards withheld for taxes						(430		)							12,425		(207		)	(637		)
Forfeited restricted common stock															2,566		(43		)	(43		)
Compensation paid in shares						28									(669	)	11			39
Net income									6,089											6,089
Other comprehensive income												1,657								1,657
Common stock, dividends declared, $0.36 per share									(14,658		)									(14,658		)
Balances at March 31, 2019	65,828,688		$	65,829		$	328,228		$	1,218,902		$	(37,127	)	25,090,505		$	(417,943	)	$	1,157,889
Restricted common stock grants and deferred compensation						(1,205		)							(24,500	)	408			(797		)
Compensation paid in shares						35									(709	)	12			47
Net income									26,126											26,126
Retirement of treasury shares	(1,400,000	)	(1,400		)	(5,552		)	(16,372		)				(1,400,000	)	23,324			—
Other comprehensive income												1,434								1,434
Common stock, dividends declared, $0.385 per share									(15,694		)									(15,694		)
Balances at June 30, 2019	64,428,688		$	64,429		$	321,506		$	1,212,962		$	(35,693	)	23,665,296		$	(394,199	)	$	1,169,005
Restricted common stock grants and deferred compensation						1,441									(27,624	)	461			1,902
Forfeited restricted common stock															56,243		(937		)	(937		)
Compensation paid in shares						19									(388	)	6			25
Net income									77,880											77,880
Other comprehensive loss												(2,943		)						(2,943		)
Common stock, dividends declared, $0.385 per share									(15,683		)									(15,683		)
Balances at September 30, 2019	64,428,688		$	64,429		$	322,966		$	1,275,159		$	(38,636	)	23,693,527		$	(394,669	)	$	1,229,249

See accompanying notes to financial statements.

6

EL PASO ELECTRIC COMPANY

STATEMENTS OF CHANGES IN COMMON STOCK EQUITY (Continued)

(Unaudited)

(In thousands except for share data)

	Common Stock			Capital in Excess of Stated Value			Retained Earnings			Accumulated Other Comprehensive Income (Loss), Net of Tax			Treasury Stock					Common Stock Equity
	Shares	Amount											Shares		Amount
Balances at December 31, 2017	65,828,688	$	65,829	$	326,117		$	1,159,667		$	11,058		25,244,350		$	(420,506	)	$	1,142,165
Restricted common stock grants and deferred compensation				(560		)							(30,800	)	513			(47		)
Performance share awards vested				360									(68,379	)	1,139			1,499
Stock awards withheld for taxes				(725		)							20,389		(339		)	(1,064		)
Forfeited restricted common stock													2,391		(40		)	(40		)
Compensation paid in shares				35									(1,008	)	17			52
Cumulative effect adjustment for financial instruments							41,028			(41,028		)						—
Net loss							(6,966		)									(6,966		)
Other comprehensive loss										(2,351		)						(2,351		)
Common stock, dividends declared, $0.335 per share							(13,615		)									(13,615		)
Balances at March 31, 2018	65,828,688	$	65,829	$	325,227		$	1,180,114		$	(32,321	)	25,166,943		$	(419,216	)	$	1,119,633
Restricted common stock grants and deferred compensation				777									(31,009	)	517			1,294
Forfeited restricted common stock													335		(5		)	(5		)
Compensation paid in shares				38									(902	)	14			52
Net income							33,295											33,295
Other comprehensive loss										(1,425		)						(1,425		)
Common stock, dividends declared, $0.36 per share							(14,642		)									(14,642		)
Balances at June 30, 2018	65,828,688	$	65,829	$	326,042		$	1,198,767		$	(33,746	)	25,135,367		$	(418,690	)	$	1,138,202
Restricted common stock grants and deferred compensation				1,253														1,253
Forfeited restricted common stock													2,001		(34		)	(34		)
Compensation paid in shares				25									(631	)	$	11		36
Net income							73,271											73,271
Other comprehensive loss										(887		)						(887		)
Common stock, dividends declared, $0.36 per share							(14,641		)									(14,641		)
Balances at September 30, 2018	65,828,688	$	65,829	$	327,320		$	1,257,397		$	(34,633	)	25,136,737		$	(418,713	)	$	1,197,200

See accompanying notes to financial statements.

7

EL PASO ELECTRIC COMPANY

STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Nine Months Ended
	September 30,
	2019			2018
Cash flows from operating activities:
Net income	$	110,095		$	99,600
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of electric plant in service	76,050			71,941
Amortization of nuclear fuel	30,933			29,822
Deferred income taxes, net	25,071			24,369
Allowance for equity funds used during construction	(1,996		)	(2,462		)
Other amortization and accretion	13,377			15,427
Net gains on decommissioning trust funds	(25,427		)	(9,683		)
Other operating activities	(545		)	31
Change in:
Accounts receivable	(34,897		)	(33,958		)
Inventories	(3,413		)	(1,480		)
Prepayments and other	(11,290		)	(5,716		)
Accounts payable	1,355			4,920
Taxes accrued	9,685			7,632
Interest accrued	2,370			8,491
Net over-collection of fuel revenues	3,327			3,680
Other current liabilities	(217		)	9,185
Deferred charges and credits	(3,474		)	(321		)
Net cash provided by operating activities	191,004			221,478
Cash flows from investing activities:
Cash additions to utility property, plant and equipment	(159,992		)	(171,433		)
Cash additions to nuclear fuel	(19,224		)	(28,769		)
Insurance proceeds received for equipment	—			5,351
Capitalized interest and AFUDC:
Utility property, plant and equipment	(5,016		)	(5,013		)
Nuclear fuel and other	(4,424		)	(4,067		)
Allowance for equity funds used during construction	1,996			2,462
Decommissioning trust funds:
Purchases, including funding of $1.6 million and $1.6 million, respectively	(361,577		)	(74,438		)
Sales and maturities	356,009			70,156
Other investing activities	1,249			3,639
Net cash used for investing activities	(190,979		)	(202,112		)
Cash flows from financing activities:
Dividends paid	(46,035		)	(42,898		)
Borrowings under the revolving credit facility:
Proceeds	430,483			504,707
Payments	(379,864		)	(658,878		)
Pollution control bonds:
Proceeds	100,600			—
Payments	(100,600		)	—
Proceeds from issuance of senior notes	—			125,000
Proceeds from issuance of RGRT senior notes	—			65,000
Other financing activities	(1,912		)	(3,322		)
Net cash provided by (used for) financing activities	2,672			(10,391		)
Net increase in cash and cash equivalents	2,697			8,975
Cash and cash equivalents at beginning of period	12,900			6,990
Cash and cash equivalents at end of period	$	15,597		$	15,965

See accompanying notes to financial statements.

8

EL PASO ELECTRIC COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

A. Principles of Preparation

These condensed financial statements should be read in conjunction with the financial statements and notes thereto in the Annual Report of El Paso Electric Company (the "Company") on Form 10-K for the fiscal year ended December 31, 2018 ("2018 Form 10-K"). Capitalized terms used in this report and not defined herein have the meaning ascribed to such terms in the 2018 Form 10-K. In the opinion of the Company’s management, the accompanying financial statements contain all adjustments necessary to present fairly the financial position of the Company at September 30, 2019 and December 31, 2018; the results of its operations and comprehensive operations for the three, nine and twelve months ended September 30, 2019 and 2018; changes in common stock equity for the three and nine months ended September 30, 2019 and 2018; and its cash flows for the nine months ended September 30, 2019 and 2018. The results of operations, comprehensive operations and the changes in common stock equity for the three and nine months ended September 30, 2019 and 2018, and the cash flows for the nine months ended September 30, 2019 and 2018, are not necessarily indicative of the results to be expected for the full calendar year.

Pursuant to the rules and regulations of the United States ("U.S.") Securities and Exchange Commission ("SEC"), certain financial information has been condensed and certain footnote disclosures have been omitted. Such information and disclosures are normally included in financial statements prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP").

Use of Estimates. 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 and 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. The Company evaluates its estimates on an on-going basis, including those related to depreciation, unbilled revenue, income taxes, fuel costs, pension and other post-retirement obligations and asset retirement obligations. Actual results could differ from those estimates.

Operating Revenues. The Company accrues revenues for services rendered, including unbilled electric service revenues. The Company recognizes revenue associated with contracts with customers when performance obligations under the terms of the contract with the customer are satisfied. Revenue is measured as the amount of consideration the Company receives in exchange for transferring goods or providing services to the customer. Taxes collected concurrently with revenue producing activities are excluded from revenue. Unbilled revenues are recorded for estimated amounts of energy delivered in the period following the customer's last billing cycle to the end of the reporting period. Unbilled revenues are estimated based on monthly generation volumes and by applying an average revenue/kilowatt-hour ("kWh") to the number of estimated kWhs delivered but not billed. Accounts receivable included accrued unbilled revenues of $33.3 million at September 30, 2019 and $21.6 million at December 31, 2018.

The Company’s Texas retail customers are billed under base rates and a fixed fuel factor approved by the Public Utility Commission of Texas ("PUCT"). The Company’s New Mexico retail customers are billed under base rates and a fuel adjustment clause that is adjusted monthly, as approved by the New Mexico Public Regulation Commission ("NMPRC"). The Company's Federal Energy Regulatory Commission ("FERC") sales for resale customers are billed under formula base rates and fuel factors and a fuel adjustment clause that is adjusted monthly. The Company’s recovery of fuel and purchased power expenses is subject to periodic reconciliations of actual fuel and purchased power expenses incurred to actual fuel revenues collected. The difference between fuel and purchased power expenses incurred and fuel revenues charged to customers is reflected as over/under-collection of fuel revenues, which is included in regulatory liabilities/assets - current in the balance sheets. See Part I, Item 1, Financial Statements, Note D of Notes to Financial Statements for further discussion.

Leases. The Company determines if an arrangement contains a lease and the classification of that lease at inception. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the obligation to make payments under the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of the minimum lease payments over the lease term. In determining lease terms, the Company considers any options to extend or terminate the lease that are reasonably certain of being exercised. As the Company’s leases do not include an implicit rate, the Company uses an estimated incremental borrowing rate, at lease commencement, to determine the present value of the future lease payments. In calculating the incremental borrowing rate, the Company takes into consideration recent debt issuances and other data for instruments with similar characteristics. The Company’s lease agreements do not contain residual value guarantees or restrictive covenants. For leases with lease and non-lease components, the Company has elected to account for the consideration as a single lease component. The Company has also elected not to record leases with a term of 12 months or less on the balance sheets. The operating lease ROU assets are included as part of electric plant in service and lease liabilities are included as part of current and non-current liabilities in the Company’s balance sheets.

9

EL PASO ELECTRIC COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Depreciation. The Company routinely evaluates the depreciable service lives, cost of removal and salvage values of its property, plant and equipment. Depreciation is provided on a straight-line basis over the estimated remaining lives of the assets (ranging in average from 5 to 48 years). When property subject to composite depreciation is retired or otherwise disposed of in the normal course of business, its cost together with the cost of removal, less salvage is charged to accumulated depreciation. For other property dispositions, the applicable cost and accumulated depreciation is removed from the balance sheet accounts and a gain or loss is recognized.

New Accounting Standards Adopted

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and requiring qualitative and quantitative disclosures on leasing agreements. ASU 2016-02 maintains a distinction between finance leases and operating leases similar to the distinction under previous lease guidance for capital leases and operating leases. Effective January 1, 2019, the Company adopted ASU 2016-02 using the modified retrospective method, applying the transition provisions to the beginning of the period of adoption rather than to the earliest comparative period presented, which continues to be reported in accordance with previous lease guidance, Accounting Standards Codification Topic 840. The Company adopted the package of practical expedients, which does not require the Company to reassess: (i) whether an arrangement contained a lease, (ii) lease classification for any expired or existing leases, and (iii) initial direct costs for any expired or existing leases. The Company also adopted the practical expedient related to land easements, which allowed carry forward accounting treatment for existing land easements. The most significant impact of adopting ASU 2016-02, as of January 1, 2019, was the recording of approximately $6.3 million of operating lease liabilities and related ROU assets with no cumulative effect adjustment to retained earnings. The Company anticipates the ongoing impact of the new standard to be immaterial to net income and cash flows. See Part I, Item 1, Financial Statements, Note I of Notes to Financial Statements for further discussion.

In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220), as a result of concerns raised due to the federal law commonly referred to as the Tax Cuts and Jobs Act of 2017 ("TCJA"). More specifically, because the remeasurement of deferred taxes due to the change in the federal corporate income tax rate is required to be included in income from continuing operations, the tax effects of items within accumulated other comprehensive income ("AOCI") (referred to as stranded tax effects) do not reflect the appropriate tax rate. ASU 2018-02 allows companies an election to reclassify stranded taxes from AOCI to retained earnings. The amount of the reclassification would be the difference between the historical federal corporate income tax rate of 35% and the newly enacted 21% federal corporate income tax rate, which approximates $7.2 million. The provisions of ASU 2018-02 are effective for fiscal years and interim periods within that reporting period beginning after December 15, 2018. The Company adopted ASU 2018-02 on January 1, 2019, and has elected to not reclassify stranded taxes from AOCI to retained earnings.

New Accounting Standards to be Adopted in the Future

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326). ASU 2016-13 changes how companies measure and recognize credit impairment for many financial assets. The new expected credit loss model will require companies to immediately recognize an estimate of credit losses expected to occur over the remaining life of the financial assets that are in the scope of the standard. ASU 2016-13 will be required for reporting periods beginning after December 15, 2019. ASU 2016-13 will be applied in a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is implemented. The Company is currently in the process of evaluating the impact of the new standard, which includes continuing to monitor activities of the FASB, including the impact of ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments and ASU 2019-05, Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief.

10

EL PASO ELECTRIC COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Supplemental Cash Flow Disclosures (in thousands)
		Nine Months Ended
		September 30,
		2019		2018
Cash paid for:
	Interest on long-term debt and borrowings under the revolving credit facility	$	47,871	$	47,479
	Income tax paid, net	2,567		2,480
Non-cash investing and financing activities:
	Changes in accrued plant additions	1,721		9,347
	Grants of restricted shares of common stock	1,393		1,030
	Issuance of performance shares	2,143		1,499
Non-cash operating activities:
	Operating lease liabilities arising from obtaining ROU assets	5,889		—

B. Revenues

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), on January 1, 2018, for all of its contracts using the modified retrospective method. There was no cumulative effect adjustment at the initial application of the new standard. In addition, comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.

The following table disaggregates revenue from contracts with customers, for the three, nine and twelve months ended September 30, 2019 and 2018 (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,				Twelve Months Ended September 30,
	2019		2018		2019		2018		2019		2018
Retail	$	268,375	$	265,971	$	584,160	$	633,578	$	740,258	$	807,626
Wholesale	18,900		28,253		68,530		63,354		95,849		79,456
Wheeling (transmission)	5,883		5,145		16,739		13,578		22,187		17,981
Total revenues from contracts with customers	293,158		299,369		669,429		710,510		858,294		905,063
Other	1,295		902		2,462		2,270		4,420		3,866
Total operating revenues	$	294,453	$	300,271	$	671,891	$	712,780	$	862,714	$	908,929

Accounts receivable. Accounts receivable is principally comprised of revenue from contracts with customers. The Company recognizes expense for accounts that are deemed uncollectible in operating expense. The Company recognized $0.8 million, $1.5 million and $2.3 million of uncollectible expense for the three, nine and twelve months ended September 30, 2019, respectively.

11

EL PASO ELECTRIC COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

C. Accumulated Other Comprehensive Income (Loss)

Upon adoption of ASU 2016-01, Financial Instruments - Overall, the Company recorded, on January 1, 2018, a cumulative effect adjustment, net of income taxes, to increase retained earnings by $41.0 million with an offset to AOCI. Changes in Accumulated Other Comprehensive Income (Loss) (net of tax) by component are presented below (in thousands):
		Three Months Ended September 30, 2019												Three Months Ended September 30, 2018
		Unrecognized Pension and Post-retirement Benefit Costs			Net Unrealized Gains (Losses) on Debt Securities			Net Losses on Cash Flow Hedges			Accumulated Other Comprehensive Income (Loss)			Unrecognized Pension and Post-retirement Benefit Costs			Net Unrealized Gains (Losses) on Debt Securities			Net Losses on Cash Flow Hedges			Accumulated Other Comprehensive Income (Loss)
Balance at beginning of period as previously reported		$	(27,024	)	$	2,033		$	(10,702	)	$	(35,693	)	$	(19,124	)	$	(3,478	)	$	(11,144	)	$	(33,746	)
	Other comprehensive income before reclassifications	—			454			—			454			—			(764		)	—			(764		)
	Amounts reclassified from accumulated other comprehensive income (loss)	(1,030		)	(2,487		)	120			(3,397		)	(599		)	364			112			(123		)
Balance at end of period		$	(28,054	)	$	—		$	(10,582	)	$	(38,636	)	$	(19,723	)	$	(3,878	)	$	(11,032	)	$	(34,633	)
		Nine Months Ended September 30, 2019												Nine Months Ended September 30, 2018
		Unrecognized Pension and Post-retirement Benefit Costs			Net Unrealized Gains (Losses) on Debt Securities			Net Losses on Cash Flow Hedges			Accumulated Other Comprehensive Income (Loss)			Unrecognized Pension and Post-retirement Benefit Costs			Net Unrealized Gains (Losses) on Marketable Securities			Net Losses on Cash Flow Hedges			Accumulated Other Comprehensive Income (Loss)
Balance at beginning of period as previously reported		$	(24,923	)	$	(2,942	)	$	(10,919	)	$	(38,784	)	$	(17,790	)	$	40,190		$	(11,342	)	$	11,058
	Cumulative effect adjustment	—			—			—			—			—			(41,028		)	—			(41,028		)
	Other comprehensive income before reclassifications	—			4,656			—			4,656			—			(3,923		)	—			(3,923		)
	Amounts reclassified from accumulated other comprehensive income (loss)	(3,131		)	(1,714		)	337			(4,508		)	(1,933		)	883			310			(740		)
Balance at end of period		$	(28,054	)	$	—		$	(10,582	)	$	(38,636	)	$	(19,723	)	$	(3,878	)	$	(11,032	)	$	(34,633	)

12

EL PASO ELECTRIC COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

		Twelve Months Ended September 30, 2019												Twelve Months Ended September 30, 2018
		Unrecognized Pension and Post-retirement Benefit Costs			Net Unrealized Gains (Losses) on Debt Securities			Net Losses on Cash Flow Hedges			Accumulated Other Comprehensive Income (Loss)			Unrecognized Pension and Post-retirement Benefit Costs			Net Unrealized Gains (Losses) on Marketable Securities			Net Losses on Cash Flow Hedges			Accumulated Other Comprehensive Income (Loss)
Balance at beginning of period as previously reported		$	(19,723	)	$	(3,878	)	$	(11,032	)	$	(34,633	)	$	(25,372	)	$	35,651		$	(11,429	)	$	(1,150	)
	Cumulative effect adjustment	—			—			—			—			—			(41,028		)	—			(41,028		)
	Other comprehensive income before reclassifications	(4,589		)	5,339			—			750			7,951			1,837			—			9,788
	Amounts reclassified from accumulated other comprehensive income (loss)	(3,742		)	(1,461		)	450			(4,753		)	(2,302		)	(338		)	397			(2,243		)
Balance at end of period		$	(28,054	)	$	—		$	(10,582	)	$	(38,636	)	$	(19,723	)	$	(3,878	)	$	(11,032	)	$	(34,633	)

13

EL PASO ELECTRIC COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Amounts reclassified from Accumulated Other Comprehensive Income (Loss) for the three, nine and twelve months ended September 30, 2019 and 2018 are as follows (in thousands):

Details about Accumulated Other Comprehensive Income (Loss) Components		Three Months Ended September 30,						Nine Months Ended September 30,						Twelve Months Ended September 30,						Affected Line Item in the Statements of Operations
		2019			2018			2019			2018			2019			2018
Amortization of pension and post-retirement benefit costs:
	Prior service benefit	$	2,185		$	2,413		$	6,555		$	7,243		$	8,969		$	9,657		Miscellaneous non-operating income
	Net loss	(854		)	(1,640		)	(2,562		)	(4,790		)	(4,159		)	(6,483		)	Miscellaneous non-operating deductions
		1,331			773			3,993			2,453			4,810			3,174			Income (loss) before income taxes
	Income tax effect	(301		)	(174		)	(862		)	(520		)	(1,068		)	(872		)	Income tax (benefit) expense
		1,030			599			3,131			1,933			3,742			2,302			Net income (loss)
Marketable securities:
	Net realized gain (loss) on sale of securities	3,202			(443		)	2,232			(1,108		)	1,895			396			Investment and interest income, net
		3,202			(443		)	2,232			(1,108		)	1,895			396			Income (loss) before income taxes
	Income tax effect	(715		)	79			(518		)	225			(434		)	(58		)	Income tax (benefit) expense
		2,487			(364		)	1,714			(883		)	1,461			338			Net income (loss)
Loss on cash flow hedge:
	Amortization of loss	(153		)	(144		)	(451		)	(423		)	(596		)	(559		)	Interest on long-term debt and revolving credit facility
		(153		)	(144		)	(451		)	(423		)	(596		)	(559		)	Income (loss) before income taxes
	Income tax effect	33			32			114			113			146			162			Income tax (benefit) expense
		(120		)	(112		)	(337		)	(310		)	(450		)	(397		)	Net income (loss)
	Total reclassifications	$	3,397		$	123		$	4,508		$	740		$	4,753		$	2,243

14

EL PASO ELECTRIC COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

D. Regulation

General

The rates and services of the Company are regulated by incorporated municipalities in Texas, the PUCT, the NMPRC and the FERC. Municipal orders, ordinances and other agreements regarding rates and services adopted by Texas municipalities are subject to review and approval by the PUCT. The FERC has jurisdiction over the Company's wholesale (sales for resale - full requirement customer) transactions, transmission service and compliance with federally-mandated reliability standards. The decisions of the PUCT, the NMPRC and the FERC are subject to judicial review.

On June 1, 2019, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, Sun Jupiter Holdings LLC, a Delaware limited liability company ("Parent"), and Sun Merger Sub Inc., a Texas corporation and wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, on and subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger and becoming a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of Infrastructure Investments Fund, an investment vehicle advised by J.P. Morgan Investment Management Inc. ("IIF"). Among other things, the Company, Parent and Merger Sub are required to obtain certain regulatory approvals of the proposed Merger as discussed further in Part I, Item 1, Financial Statements, Note N of the Notes to the Financial Statements.

On August 13, 2019, the Company, Parent and IIF US Holding 2 LP, an affiliate of IIF, as applicable, filed (1) the joint report and application for regulatory approvals with the PUCT requesting approval of the Merger pursuant to the Texas Public Utility Regulatory Act ("PURA"), (2) the joint application for regulatory approvals with the NMPRC requesting approval of the Merger pursuant to the New Mexico Public Utility Act ("NMPUA") and NMPRC Rule 450, (3) the joint application requesting approval of the Merger with the FERC under Section 203 of the Federal Power Act and (4) the joint application for regulatory approval for the indirect transfer of the Company’s Nuclear Regulatory Commission ("NRC") licenses to Parent from the NRC under the Atomic Energy Act of 1954. In addition, on August 13, 2019, the Company and Parent sought the authorization of the Federal Communications Commission ("FCC") to assign or transfer control of the Company’s FCC licenses.

On August 16, 2019, the Company and Parent filed the notification and report form with the Antitrust Division of the Department of Justice and the Federal Trade Commission ("FTC") under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), as amended, and the rules and regulations promulgated thereunder. On September 3, 2019, the Company and Parent received notice from the FTC granting early termination of the waiting period under the HSR Act. 

Texas Regulatory Matters

2017 Texas Retail Rate Case Filing. On February 13, 2017, the Company filed with the City of El Paso, other municipalities incorporated in the Company's Texas service territory and the PUCT in the 2017 Texas Retail Rate Case, a request for an increase in non-fuel base revenues. On November 2, 2017, the Company filed the Joint Motion to Implement Uncontested Stipulation and Agreement with the Administrative Law Judges ("ALJ") for the 2017 Texas Retail Rate Case.

On December 18, 2017, the PUCT issued the PUCT Final Order in Docket No. 46831 ("2017 PUCT Final Order"), which provides, among other things, for the following: (i) an annual non-fuel base rate increase of $14.5 million; (ii) a return on equity of 9.65%; (iii) all new plant in service as filed in the Company's rate filing package was prudent and used and useful and therefore is included in rate base; (iv) recovery of the costs of decommissioning Four Corners Generating Station in the amount of $5.5 million over a seven year period beginning August 1, 2017; (v) the Company to recover reasonable rate case expenses of approximately $3.4 million through a separate surcharge over a three year period; and (vi) a requirement that the Company file a refund tariff if the federal statutory income tax rate, as it relates to the Company, is decreased before the Company files its next rate case. The 2017 PUCT Final Order also established baseline revenue requirements for recovery of future transmission and distribution investment costs (for which the Company could seek recovery after January 1, 2019) and includes a minimum monthly bill of $30.00 for new residential customers with distributed generation, such as private rooftop solar. Additionally, the 2017 PUCT Final Order allowed for the annual recovery of $2.1 million of nuclear decommissioning funding and establishes annual depreciation expense that is approximately $1.9 million lower than the annual amount requested by the Company in its initial filing. Finally, the 2017 PUCT Final Order allowed for the Company to recover revenues associated with the relate back of rates to consumption on and after July 18, 2017, through a separate surcharge.

New base rates, including additional surcharges associated with rate case expenses and the relate back of rates to consumption on and after July 18, 2017, through December 31, 2017, were implemented in January 2018. The surcharge for the relate back of

15

EL PASO ELECTRIC COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

rates expired on January 9, 2019, with a net over-recovery balance of $0.5 million that was addressed in the fuel reconciliation proceeding filed on September 27, 2019, which was assigned PUCT Docket No. 50058.

For financial reporting purposes, the Company deferred any recognition of the Company's request in its 2017 Texas Retail Rate Case until it received the 2017 PUCT Final Order on December 18, 2017. Accordingly, it reported in the fourth quarter of 2017 the cumulative effect of the 2017 PUCT Final Order, which related back to July 18, 2017.

The 2017 PUCT Final Order required the Company to file a refund tariff if the federal statutory income tax rate, as it relates to the Company, was decreased before the Company files its next general rate case. Following the enactment of the TCJA on December 22, 2017, and in compliance with the 2017 PUCT Final Order, on March 1, 2018, the Company filed with the PUCT and each of its Texas municipalities a proposed refund tariff designed to reduce base charges for Texas customers equivalent to the expected annual decrease of $22.7 million in federal income tax expense resulting from the TCJA changes and an additional refund of $4.3 million for the amortization of a regulatory liability related to the reduced tax expense for the months of January through March of 2018. This filing was assigned PUCT Docket No. 48124. On March 27, 2018, the PUCT approved the Company's proposed refund tariff on an interim basis, subject to refund or surcharge, for customer billing effective April 1, 2018. Each of the Company's municipalities also implemented the Company's proposed tax credits on an interim basis effective April 1, 2018. The refund is reflected in rates over a period of one year beginning April 1, 2018, and will be updated annually until new base rates are implemented pursuant to the Company's next Texas rate case filing. The PUCT issued an order on December 10, 2018, approving the proposed refund tariff. On February 22, 2019, the Company filed with the PUCT and each of its Texas municipalities an application to modify the tax refund tariff to remove the portion of the base rate credit associated with the $4.3 million of regulatory liability amortization, which expired March 31, 2019. The filing was assigned PUCT Docket No. 49251 and approved by final order on June 27, 2019.

Texas Energy Efficiency Cost Recovery Factor ("EECRF"). On May 1, 2017, the Company filed its annual application with the PUCT, which was assigned PUCT Docket No. 47125, to establish its EECRF for 2018. In addition to projected energy efficiency costs for 2018 and a reconciliation of collections to prior year actual costs, the Company requested approval of an incentive bonus for the 2016 energy efficiency program results in accordance with PUCT rules. Interim rates were approved effective January 1, 2018. The Company, the PUCT Staff and the City of El Paso reached an agreement that includes an incentive bonus of $0.8 million. The agreement was filed on January 25, 2018, and was approved by the PUCT on February 15, 2018.

On May 1, 2018, the Company filed its annual application with the PUCT, which was assigned PUCT Docket No. 48332, to establish its EECRF for 2019. In addition to projected energy efficiency costs for 2019 and a reconciliation of collections to actual costs for the prior year, the Company requested approval of a $1.0 million incentive bonus for the 2017 energy efficiency program results in accordance with PUCT rules. Instead of convening a live hearing on the merits of this case, the parties agreed to enter into the record the pre-filed testimony of the parties and certain other exhibits and then file briefs on the contested issues. The ALJ issued a proposal for decision on November 15, 2018, including the Company's fully requested incentive bonus. On January 17, 2019, the PUCT issued a final order approving a modified bonus amount of $0.9 million.

On May 1, 2019, the Company filed its annual application with the PUCT, which was assigned PUCT Docket No. 49496, to establish its EECRF for 2020. In addition to projected energy efficiency costs for 2020 and a reconciliation of collections to actual costs for the prior year, the Company requested approval of a $0.8 million incentive bonus for the 2018 energy efficiency program results in accordance with PUCT rules. On July 1, 2019, the Company requested, and received approval for, a suspension of the procedural schedule in order to pursue settlement of the case. On July 12, 2019, the Company informed the ALJ in the case that all parties had agreed in principle on terms for settlement. On August 14, 2019, the Company filed an unopposed settlement agreement and proposed order which resolved all issues in the proceeding. The case was remanded on August 16, 2019, to the PUCT for a final order approving the settlement agreement and the Company's EECRF rates. On October 11, 2019, the PUCT indicated that certain rate case expenses in the amount of approximately $15 thousand should be removed from the revenue requirement and postponed final consideration until its November 14, 2019, Open Meeting to allow for the filing of additional information reflecting the removal of that expense.

Fuel and Purchased Power Costs. The Company's actual fuel costs, including purchased power energy costs, net of the cost of off-system sales and related shared margins, are recovered from customers through a fixed fuel factor. The PUCT has adopted a fuel cost recovery rule ("Texas Fuel Rule") that allows the Company to seek periodic adjustments to its fixed fuel factor. The Company can seek to revise its fixed fuel factor based upon the approved formula at least four months after its last revision except in the month of December. The Texas Fuel Rule requires the Company to request to refund fuel costs in any month when the over-recovery balance exceeds a threshold material amount and it expects fuel costs to continue to be materially over-recovered. The Texas Fuel Rule also permits the Company to seek to surcharge fuel under-recoveries in any month the balance exceeds a threshold

16

EL PASO ELECTRIC COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

material amount and it expects fuel cost recovery to continue to be materially under-recovered. Fuel over- and under-recoveries are considered material when they exceed 4% of the previous twelve months' fuel costs. All such fuel revenue and expense activities are subject to periodic final review by the PUCT in periodic fuel reconciliation proceedings.

On October 13, 2017, the Company filed a request with the PUCT, which was assigned PUCT Docket No. 47692, to decrease the Texas fixed fuel factor by approximately 19% to reflect decreased fuel expenses primarily related to a decrease in the price of natural gas used to generate power. The decrease in the Texas fixed fuel factor became effective beginning with the November 2017 billing month.

On April 13, 2018, the Company filed a request with the PUCT, which was assigned PUCT Docket No. 48264, to decrease the Texas fixed fuel factor by approximately 29% to reflect decreased fuel expenses primarily related to a decrease in the price of natural gas used to generate power. On April 25, 2018, the Company's proposed fuel factors were approved on an interim basis effective for the first billing cycle of the May 2018 billing month. The revised factor was approved by the PUCT and the docket closed on May 22, 2018.

On October 15, 2018, the Company filed a request with the PUCT, which was assigned PUCT Docket No. 48781, to decrease the Texas fixed fuel factor by approximately 6.99% to reflect decreased fuel expenses primarily related to a decrease in the price of natural gas used to generate power. On October 25, 2018, the Company's fixed fuel factor was approved on an interim basis effective for the first billing cycle of the November 2018 billing month. The revised factor was approved by the PUCT and the docket closed on November 19, 2018.

On April 29, 2019, the Company filed a petition with the PUCT, which was assigned PUCT Docket No. 49482, requesting authority to implement, beginning on June 1, 2019, a four-month, interim fuel refund of $19.4 million in fuel cost over-recoveries, including interest, for the period from April 2016 through March 2019. On May 30, 2019, the Company's fuel refund credit was approved on an interim basis. The Company implemented the fuel refund in customer bills on June 1, 2019. On September 27, 2019, the PUCT issued a final order approving the fuel refund credits. The fuel refund was completed on September 30, 2019, with a total fuel refund of $20.1 million, including interest, returned to Texas customers.

On September 13, 2019, the Company filed a request with the PUCT, which was assigned PUCT Docket No. 49960, to decrease the Texas fixed fuel factor by approximately 12.2% to reflect decreased fuel expenses primarily related to a decrease in the price of natural gas used to generate power. On September 25, 2019, the Company's fixed fuel factor was approved by the PUCT on an interim basis effective for the first billing cycle of the October 2019 billing month. The Texas fixed fuel factor was determined to be final on October 15, 2019, and will continue until changed by the PUCT. As of September 30, 2019, the Company had a net fuel over-recovery balance of approximately $14.1 million in Texas.

Fuel Reconciliation Proceeding. On September 27, 2019, the Company filed an application with the PUCT, which was assigned PUCT Docket No. 50058, to reconcile $363.0 million of Texas fuel and purchased power expenses incurred during the period of April 1, 2016, through March 31, 2019. The Company cannot predict the outcome of this filing at this time. The April 1, 2019, through September 30, 2019, Texas jurisdictional fuel and purchased power costs subject to a future prudence review total approximately $36.7 million.

Community Solar. On June 8, 2015, the Company filed a petition with the PUCT to initiate a community solar program that includes the construction and ownership of a three-megawatt ("MW") solar photovoltaic system located at Montana Power Station ("MPS"). Participation is on a voluntary basis, and customers contract for a set capacity (kW) amount and receive all energy produced. This case was assigned PUCT Docket No. 44800. The Company filed a settlement agreement among all parties on July 1, 2016, approving the program, and the PUCT approved the settlement agreement and program on September 1, 2016. On April 19, 2017, the Company announced that the entire three-MW program was fully subscribed by approximately 1,500 Texas customers. The Community Solar facility began commercial operation on May 31, 2017.

On March 20, 2018, the Company filed a petition with the PUCT and each of its Texas municipalities to expand its community solar program in Texas to include two-MW of solar powered generation from the ten-MW solar photovoltaic facility located at Newman Power Station ("Newman") and to reduce rates under the community solar tariff. The case before the PUCT was assigned PUCT Docket No. 48181, and a hearing was held on December 4, 2018. The ALJ issued a proposal for decision on March 19, 2019, that approved the project as proposed by the Company. On May 9, 2019, the PUCT approved the Company's request to expand the program utilizing the two-MW of solar powered generation available from Newman. New subscriptions for the expanded program were accepted beginning in June 2019, and new rates for all existing and new customers were implemented in customer bills beginning July 1, 2019. As of June 30, 2019, the expanded program was fully subscribed.

17

EL PASO ELECTRIC COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Transmission Cost Recovery Factor. On January 25, 2019, the Company filed an application with the PUCT to establish its Transmission Cost Recovery Factor ("TCRF"), which was assigned PUCT Docket No. 49148 (the "2019 TCRF rate filing"). The 2019 TCRF rate filing is designed to recover a requested $8.2 million of Texas jurisdictional transmission revenue requirement that is not currently being recovered in the Company's Texas base rates for transmission-related investments placed in service from October 1, 2016, through September 30, 2018, net of retirements. Pursuant to the procedural order issued on February 20, 2019, the Company’s TCRF rate was approved on an interim basis effective July 30, 2019, subject to any refund or surcharge to the extent the PUCT’s final order establishes a TCRF rate that differs from the interim rate. On September 12, 2019, the Company filed an unopposed settlement agreement and proposed order for a TCRF revenue requirement of $7.5 million with a provision for recovery of revenue relating-back to the interim effective date of July 30, 2019. Such relate back revenue through September 30, 2019, is expected to approximate $1.4 million. The ALJ remanded the proceeding to the PUCT for consideration of a final order. The Company cannot predict the outcome of this pending matter at this time.

Distribution Cost Recovery Factor. On March 28, 2019, the Company filed an application with the PUCT and each of its Texas municipalities to establish its Distribution Cost Recovery Factor (“DCRF”), which was assigned PUCT Docket No. 49395 (the “2019 DCRF rate filing”). The 2019 DCRF rate filing is designed to recover a requested $7.9 million of Texas jurisdictional distribution revenue requirement that is not currently being recovered in the Company’s Texas base rates for distribution-related investments placed in service from October 1, 2016, through December 31, 2018, net of retirements. On August 13, 2019, the Company filed an unopposed settlement agreement and proposed order which resolved all issues in the proceeding and approved a DCRF revenue requirement of $7.8 million. On September 27, 2019, the PUCT issued a final order reflecting the settlement agreement, and the Company's DCRF rates became effective in customer bills beginning October 1, 2019.

Other Required Approvals. The Company has obtained other required approvals for tariffs and other approvals required by the PURA and the PUCT.

New Mexico Regulatory Matters

Future New Mexico Rate Case Filing. The Company was required to file its next New Mexico base rate case no later than July 31, 2019. On July 10, 2019, the NMRPC issued an order approving a joint request by the Company, NMPRC Staff, and the New Mexico Attorney General to delay filing of the Company's next base rate case until after the conclusion of a proceeding addressing the Merger. The NMPRC order requires the Company to file its next rate case application within three months of the conclusion of the proceeding addressing the Merger in New Mexico. The Company cannot predict the outcome of this filing at this time. See Part I, Item 1, Financial Statements, Note N of Notes to Financial Statements for further discussion.

New Mexico Order Commencing Review of the Effects of the TCJA on Regulated New Mexico Utilities. On January 24, 2018, the NMPRC initiated a proceeding in Case No. 18-00016-UT on the impact of the TCJA on New Mexico regulated utilities. On April 4, 2018, the NMPRC issued an order requiring the Company to file a proposed interim rate rider to adjust the Company's New Mexico base revenues in amounts equivalent to the Company's reduced income tax expense for New Mexico customers resulting from the TCJA, to be implemented on or before May 1, 2018. The NMPRC order further requires that the Company record and track a regulatory liability for the excess accumulated deferred income taxes created by the change in the federal corporate income tax rate, consistent with the effective date of the TCJA, and subject to amortization determined by the NMPRC in the Company's next general rate case. The Company recorded such a regulatory liability during the quarter ended December 31, 2017. On April 16, 2018, after consultation with the New Mexico Attorney General pursuant to the NMPRC order, the Company filed an interim rate rider with the NMPRC with a proposed effective date of May 1, 2018. The annualized credits expected to be refunded to New Mexico customers approximate $4.9 million. The Company implemented the interim rate rider in customer bills beginning May 1, 2018 pursuant to the NMPRC order.

On September 5, 2018, the NMPRC issued an order in Case No. 17-00255-UT involving Southwestern Public Service Company’s ("SPS’s") request to change rates in which the NMPRC directed SPS to refund the difference in corporate tax rate from January 1, 2018, through the effective date of new rates. SPS appealed the NMPRC order to the New Mexico Supreme Court in Southwestern Public Service Co. v. NMPRC, No. S-1-SC-37248 ("SPS Appeal No. 1"), challenging the refund as prohibited retroactive ratemaking among other reasons. The New Mexico Supreme Court issued a partial and interim stay of the rates on September 26, 2018. On September 12, 2018, the NMPRC in Case No. 18-00016-UT issued an Order Regarding the Disposition of Tax Savings Under the Federal Tax Cuts and Jobs Act of 2017, which put public utilities on notice that all revenue collected through general rates for the purpose of payment of federal income taxes is and will continue to be subject to possible refund upon a subsequent determination to be made in the appropriate pending or future NMPRC adjudicatory hearing. On October 11, 2018, SPS filed a Notice of Appeal of that NMPRC order to the New Mexico Supreme Court in Southwestern Public Service Co. v. NMPRC, No. S-1-SC-37308 ("SPS Appeal No. 2"). On February 15, 2019, the NMPRC and SPS filed a joint motion for remand

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(Unaudited)

and stipulated dismissal of SPS appeals of NMPRC orders with the New Mexico Supreme Court, which among other things, reflected agreements between the NMPRC and SPS, which in part provide that the NMPRC will replace the order in Case No. 17-00255-UT with a new order that eliminates the retroactive TCJA refund and that SPS will request dismissal of SPS Appeals No. 1 and No. 2. On February 28, 2019, the New Mexico Supreme Court remanded SPS Appeal No. 1 back to the NMPRC and dismissed the appeal. On March 6, 2019, the NMPRC issued a revised final order on remand in Case No. 17-00255-UT that, in part, eliminated the retroactive TCJA refund.

Fuel and Purchased Power Costs. Pursuant to NMPRC Rule 550, fuel and purchased power costs, net of the cost of off-system sales and related shared margins, are reconciled to actual costs on a monthly basis and recovered or refunded to customers the second succeeding month through the Fuel and Purchased Power Cost Adjustment Clause ("FPPCAC"). The Company must file an application for continued use of its FPPCAC no more than four years from the date its last FPPCAC was continued. As required, the Company filed a request to continue use of its FPPCAC with the NMPRC on January 5, 2018, which was assigned Case No. 18-00006-UT. The NMPRC issued a final order in the case on February 13, 2019, which authorized the Company to continue use of its FPPCAC without change and approved the Company's reconciliation of its fuel and purchased power costs for the period January 1, 2015, through December 31, 2016. New Mexico jurisdictional costs subject to prudence review are costs from January 1, 2017, through September 30, 2019, that total approximately $107.3 million. At September 30, 2019, the Company had a net fuel under-recovery balance of approximately $1.4 million related to the FPPCAC in New Mexico.

New Mexico Renewable Portfolio Standard. Effective January 1, 2018, pursuant to the final order in NMPRC Case No. 17-00090-UT, the Renewable Portfolio Standard ("RPS") costs for New Mexico are recovered through a separate RPS Cost Rider and not through the FPPCAC. At September 30, 2019, the Company had a net fuel over-recovery balance related to the RPS Cost Rider of approximately $1.6 million. The RPS Cost Rider is updated in an annual NMPRC filing, including a reconciliation of the prior year’s RPS costs and RPS Cost Rider revenue. On October 1, 2019, the Company filed its required application with the NMPRC for its 2019 Annual Renewable Plan in Case No. 19-0099-UT and for adjustment of its RPS Cost Rider for reconciliation of 2018 costs and revenues and to recover RPS costs for 2020. The application requests approvals of the Company's plan to meet requirements of the Renewable Energy Act, as amended in 2019. The Company cannot predict the outcome of this filing at this time.

5-MW Holloman Air Force Base ("HAFB") Facility Certificate of Convenience and Necessity ("CCN"). On October 7, 2015, in Case No. 15-00185-UT, the NMPRC issued a final order approving a CCN for a five-MW solar power generation facility located on HAFB in the Company's service territory in New Mexico. The Company and HAFB negotiated a retail contract, which includes a power sales agreement for the facility, to replace the existing load retention agreement that was approved by NMPRC final order issued October 5, 2016, in Case No. 16-00224-UT. The solar generation facility began commercial operation on October 18, 2018.

New Mexico Efficient Use of Energy Recovery Factor. On July 1, 2016, the Company filed its annual application with the NMPRC requesting approval of its 2017 Energy Efficiency and Load Management Plan and to establish the Efficient Use of Energy Recovery Factor ("EUERF") for 2017. In addition to projected energy efficiency costs for 2017, the Company requested approval of a $0.4 million incentive for 2017 energy efficiency programs in accordance with NMPRC rules. This application was assigned Case No. 16-00185-UT. On February 22, 2017, the NMPRC issued a final order approving the Company’s 2017 Energy Efficiency and Load Management Plan. The Company’s EUERF was approved and effective in customer bills beginning on March 1, 2017. NMPRC rules authorize continuation of the energy efficiency programs and incentive approved in Case No. 16-00185-UT through 2018. The Company recorded approved incentives in operating revenues of $0.3 million and $0.7 million in 2018 and 2017, respectively, related to its 2015 through 2017 Energy Efficiency and Load Management Plans. During the three months ended September 30, 2019, the Company recorded an incentive in operating revenues of $0.4 million related to its 2018 Energy Efficiency Programs.

On July 2, 2018, the Company filed its required application with the NMPRC for approval of its 2019-2021 Energy Efficiency and Load Management Plan and EUERF. The application was assigned Case No. 18-00116-UT. On March 6, 2019, the NMPRC issued a final order approving: (i) the Company's 2019-2021 Energy Efficiency and Load Management Plan, with minor program modifications; (ii) the base incentive of 7.1% of program expenditures, or approximately $0.4 million annually for 2019-2021; and (iii) the continuation of the Company's EUERF.

Community Solar. On April 24, 2018, the Company filed an application with the NMPRC to initiate a community solar program in New Mexico to include construction and ownership of a two-MW solar photovoltaic system located in Doña Ana County near the City of Las Cruces. Customer participation would have been on a voluntary basis, and customers would have contracted for a set capacity (kW) amount and would have received all energy produced by their subscribed capacity. The application was assigned Case No. 18-00099-UT and was dismissed without prejudice on October 31, 2018. The NMPRC set aside its

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EL PASO ELECTRIC COMPANY

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(Unaudited)

October 31, 2018, order dismissing the application without prejudice, and on December 19, 2018, the NMPRC issued an Order Requiring El Paso Electric Company to Conduct Request for Proposals and to Amend Application; Order Extending Statutory Period and Appointing Hearing Examiner that would have required the Company to amend its initially-filed application on or before February 15, 2019. However, on January 10, 2019, the NMPRC with three new Commissioners reconsidered its December 19, 2018 order and dismissed the Community Solar application without prejudice. The case is now closed.

Integrated Resource Plan ("IRP"). On September 17, 2018, the Company filed its IRP with the NMPRC for the period 2018-2037 ("2018 IRP") in Case No. 18-00293-UT as required by regulation and the Joint Stipulation in NMPRC Case No. 15-00241-UT, which was the Company's prior integrated resource plan filing. The triennial filing requires a public advisory process as part of the development of the plan to identify a cost-effective portfolio of resources. The filed plan is subject to written public comments filed with the NMPRC to which the Company responded on October 29, 2018. NMPRC Staff filed a written report on November 16, 2018, recommending that the NMPRC return the 2018 IRP to the Company with instructions for re-filing to correct 12 deficiencies identified by the NMPRC Staff report. On December 5, 2018, the NMPRC issued an Order Partially Accepting Integrated Resource Plan; Order Requiring Refiling for Deficiencies. Pursuant to that order, on January 3, 2019, the Company filed an amended 2018 IRP. On January 10, 2019, in light of a pending motion for reconsideration, the NMPRC ordered its Staff to provide additional information and respond to issues raised regarding the filed 2018 IRP. On March 15, 2019, NMPRC Staff filed the additional response and recommended that the Company correct one deficiency identified. On September 18, 2019, the NMPRC issued a variance from the IRP rule on commission review, acceptance and action, and closed the docket.

Issuance of Long-Term Debt, Securities Financing, and Guarantee of Debt. On October 7, 2015, the Company received approval in NMPRC Case No. 15-00280-UT to guarantee the issuance of up to $65.0 million of long-term debt by the Rio Grande Resources Trust II ("RGRT") to finance future purchases of nuclear fuel and to refinance existing nuclear fuel debt obligations, which remains effective. Under this authorization, on June 28, 2018, the RGRT issued $65.0 million in aggregate principal amount of 4.07% Senior Guaranteed Notes due August 15, 2025. On October 4, 2017, the Company received additional approval in NMPRC Case No. 17-00217-UT to amend and extend the Company's Revolving Credit Facility ("RCF"), issue up to $350.0 million in long-term debt and to redeem and refinance the $63.5 million 2009 Series A 7.25% Pollution Control Bonds ("PCBs") and the $37.1 million 2009 Series B 7.25% PCBs. The NMPRC approval to issue $350.0 million in long-term debt supersedes its prior approval. Under this authorization, on June 28, 2018, the Company issued $125.0 million in aggregate principal amount of the Company's 4.22% Senior Notes due August 15, 2028. Additionally, on September 13, 2018, the Company and the Bank of New York Mellon Trust Company, N.A., as trustee of the RGRT, entered into a $350.0 million third amended and restated credit agreement.

On January 30, 2019, the Company submitted an application with the NMPRC seeking approval to issue shares of common stock, including the reissuance of treasury shares, in an amount up to $200.0 million in one or more transactions. The application was assigned Case No. 19-00033-UT, and the NMPRC issued a final order approving the Company's request on March 27, 2019. On February 1, 2019 and April 1, 2019, the Company purchased in lieu of redemption all $63.5 million aggregate principal amount of 2009 Series A 7.25% PCBs and $37.1 million aggregate principal amount of 2009 Series B 7.25% PCBs, respectively. The bonds were purchased utilizing funds borrowed under the RCF. On May 22, 2019, the Company reoffered and sold $63.5 million aggregate principal amount of 2009 Series A 7.25% PCBs and $37.1 million aggregate principal amount of 2009 Series B 7.25% PCBs with a fixed interest rate of 3.60% per annum until the bonds mature on February 1, 2040 and April 1, 2040, respectively. The bonds are subject to optional redemption at a redemption price of par on or after June 1, 2029. See Part I, Item 1, Financial Statements, Note M of Notes to Financial Statements for further discussion.

Amendments to the New Mexico Renewable Energy Act (“REA”). The REA requires electric utilities to meet an RPS of twenty percent of its total retail sales to New Mexico customers by 2020, reduced for sales to  qualifying large non-governmental customers whose costs are capped under the REA (“Large Customer Adjustment”) and subject to a reasonable cost threshold (“RCT”) established by the NMPRC and currently set by the NMPRC at 3 percent of customers’ bills.  Effective June 14, 2019, the New Mexico Energy Transition Act amends the REA (the “Amended REA”) to, among other amendments: (i) increase the RPS to forty percent by 2025, fifty percent by 2030, and eighty percent by 2040; (ii) impose a zero-carbon standard by 2045; (iii) eliminate the Large Customer Adjustment; (iv) set a statutory RCT; and (v) provide cost recovery for certain undepreciated investments and decommissioning costs (i.e., coal-fired generation) associated with generation required by the NMPRC to be discontinued and replaced with lower or zero-carbon generation. In administering the eighty percent RPS and zero-carbon standards, the Amended REA requires by Commission to consider certain factors, including safety, reliability and rate impact to customers.  On October 10, 2019, the NMPRC initiated a rulemaking proceeding to implement the Amended REA in Case No. 19-00296-UT.  The Company is currently evaluating the impact that the Amended REA may have on its operations. Further, the Company has not determined the costs associated with complying with the Amended REA including potential fines that could be associated with non-compliance.

20

EL PASO ELECTRIC COMPANY

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(Unaudited)

Other Required Approvals. The Company has obtained other required approvals for tariffs and other approvals as required by the NMPUA and the NMPRC.

Federal Regulatory Matters

Inquiry Regarding the Effect of the TCJA on Commission-Jurisdictional Rates and Order to Show Cause. On March 15, 2018, the FERC issued two show cause orders under Section 206 of the Federal Power Act and Rule 209(a) of the FERC’s Rules of Practice and Procedure, directing 48 individual public utilities with stated transmission rates or transmission formula rates with a fixed line item of 35% for the federal income tax component to, within 60 days of the date of the orders, either (1) propose revisions to their transmission rates under their open access transmission tariffs or transmission owner tariffs on file with the FERC, or (2) show cause why they should not be required to do so ("Show Cause Proceeding"). The Company was included in the list of public utilities impacted by the FERC orders. On May 14, 2018, the Company submitted its response, as required by the FERC order, which demonstrated that the reduced annual income tax does not cause the Company's total transmission revenues to become excessive and therefore no rate reduction was justified. Instead, the Company stated in its response that it will prepare for a future filing in which it will seek approval for revised Open Access Transmission Tariff ("OATT") rates that would include the recovery of an increased total transmission revenue requirement from OATT customers based on current circumstances and appropriate forward-looking adjustments. On November 15, 2018, FERC issued an order finding that the Company had demonstrated that no rate reduction was justified and terminating the Show Cause Proceeding. The Company expects to file its request for approval to revise OATT rates in the fourth quarter of 2019 or early 2020.

Notice of Proposed Rulemaking on Public Utility Transmission Changes to Address Accumulated Deferred Income Taxes. On November 15, 2018, the FERC issued a Notice of Proposed Rulemaking ("NOPR") that proposes to direct public utilities with transmission OATT rates, a transmission owner tariff or a rate schedule to determine the amount of excess or deficient accumulated deferred income taxes caused by the TCJA’s reduction to the federal corporate income tax rate and return or recover this amount to or from customers. The NOPR has been assigned FERC Docket No. RM19-5-000. The Company is currently evaluating the impact of this proposed rulemaking.

Issuance of Long-Term Debt, Securities Financing, and Guarantee of Debt. On October 31, 2017, the FERC issued an order in Docket No. ES17-54-000 approving the Company’s filing to (i) amend and extend the RCF; (ii) issue up to $350.0 million in long-term debt; (iii) guarantee the issuance of up to $65.0 million of long-term debt by the RGRT; and (iv) redeem, refinance, and/or replace the $63.5 million 2009 Series A 7.25% PCBs and the $37.1 million 2009 Series B 7.25% PCBs. The order also approved the Company's request to continue to utilize the Company's existing RCF with the ability to amend and extend at a future date. The authorization was effective from November 15, 2017, through November 14, 2019, and superseded prior FERC approvals. Under this authorization, on June 28, 2018, the Company issued $125.0 million in aggregate principal amount of the Company's 4.22% Senior Notes due August 15, 2028, and the RGRT issued $65.0 million in aggregate principal amount of its 4.07% Senior Guaranteed Notes due August 15, 2025. Also, on September 13, 2018, the Company and the Bank of New York Mellon Trust Company, N.A., as trustee of the RGRT, entered into a $350.0 million third amended and restated credit agreement. On February 1, 2019 and April 1, 2019, the Company purchased in lieu of redemption all $63.5 million aggregate principal amount of 2009 Series A 7.25% PCBs and $37.1 million aggregate principal amount of 2009 Series B 7.25% PCBs, respectively. The bonds were purchased utilizing funds borrowed under the RCF.

On January 30, 2019, the Company submitted an application with the FERC seeking approval to issue shares of common stock, including the reissuance of treasury shares, in an amount up to $200.0 million in one or more transactions. Included in the FERC application, the Company also requested various debt-related authorizations: approval to utilize the existing RCF for short-term borrowings not to exceed $400.0 million at any one time; to issue up to $225.0 million in new long-term debt; and to remarket the $63.5 million 2009 Series A 7.25% PCBs and the $37.1 million 2009 Series B 7.25% PCBs in the form of replacement bonds or senior notes of equivalent value, not to exceed $100.6 million. On April 18, 2019, the FERC issued an order authorizing the issuances through April 18, 2021. On May 22, 2019, the Company reoffered and sold $63.5 million aggregate principal amount of 2009 Series A 7.25% PCBs and $37.1 million aggregate principal amount of 2009 Series B 7.25% PCBs with a fixed interest rate of 3.60% per annum until the bonds mature on February 1, 2040 and April 1, 2040, respectively. The bonds are subject to optional redemption at a redemption price of par on or after June 1, 2029. See Part I, Item 1, Financial Statements, Note M of Notes to Financial Statements for further discussion.

FERC Compliance Audit, Docket No. PA19-3-000. On February 6, 2019, the FERC notified the Company that it is commencing an audit that is intended to evaluate the Company’s compliance with: (1) the approved terms, conditions, and rates of its OATT;

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EL PASO ELECTRIC COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

(2) the accounting requirements of the Uniform System of Accounts; (3) the reporting requirements of the FERC Form No. 1 Annual Report and Supplemental Form 3-Q Quarterly Financial Reports; and (4) the regulations regarding Open Access Same-time Information Systems. The audit covers the period January 1, 2016 to the present. The Company cannot predict the outcome or findings, if any, of the FERC at this time.

Other Required Approvals. The Company has obtained required approvals for rates, tariffs and other approvals as required by the Federal Power Act and the FERC.

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EL PASO ELECTRIC COMPANY

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(Unaudited)

E. Palo Verde

Spent Fuel and Waste Disposal. Pursuant to the Nuclear Waste Policy Act of 1982, as amended in 1987, the U.S. Department of Energy ("DOE") is legally obligated to accept and dispose of all spent nuclear fuel and other high-level radioactive waste generated by all domestic power reactors by 1998. The DOE's obligations are reflected in a contract for Disposal of Spent Nuclear Fuel and/or High Level Radioactive Waste with each nuclear power plant. The DOE failed to begin accepting spent nuclear fuel by 1998. Pursuant to the terms of the August 18, 2014 settlement agreement, and as amended with the DOE, Arizona Public Service Company ("APS") files annual claims for the period July 1 of the then-previous year to June 30 of the then-current year on behalf of itself and those utilities that share in power and energy entitlements, and bear certain allocated costs, with respect to Palo Verde Generating Station ("Palo Verde") pursuant to the Arizona Nuclear Power Project Participation Agreement dated August 23, 1973, as amended ("ANPP Participation Agreement"). The settlement agreement, as amended, provides APS with a method for submitting claims and receiving recovery for costs incurred through December 31, 2016, which has been extended to December 31, 2019.

On October 31, 2019, APS filed a $16.0 million claim for the period July 1, 2018 through June 30, 2019. The Company's share of this claim is approximately $2.5 million. This claim is pending DOE review. The majority of the reimbursement received by the Company is expected to be credited to customers through the applicable fuel adjustment clauses.

Palo Verde Operations and Maintenance Expense. Included in "Operations and maintenance" in the Company's Statements of Operations are expenses associated with Palo Verde as follows (in thousands):

	2019		2018
Three months ended September 30,	$	20,713	$	20,277
Nine months ended September 30,	66,294		67,429
Twelve months ended September 30,	95,319		98,813

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EL PASO ELECTRIC COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

F. Common Stock

Dividends. The Company paid $15.7 million and $14.6 million in quarterly cash dividends during the three months ended September 30, 2019 and 2018, respectively. The Company paid a total of $46.0 million and $60.6 million in quarterly cash dividends during the nine and twelve months ended September 30, 2019, respectively. The Company paid a total of $42.9 million and $56.5 million in quarterly cash dividends during the nine and twelve months ended September 30, 2018, respectively. On October 17, 2019 the Board of Directors declared a quarterly cash dividend of $0.385 per share payable on December 27, 2019 to shareholders of record as of the close of business on December 13, 2019.

Under the Merger Agreement, the Company may not declare or pay dividends or distributions on shares of common stock in an amount in excess of $0.385 per share for quarterly dividends declared before June 1, 2020 and $0.41 per share for quarterly dividends declared on or after June 1, 2020. See Part I, Item 1, Financial Statements, Note N of Notes to Financial Statements for further discussion.

Basic and Diluted Earnings Per Share. The basic and diluted earnings per share are presented below (in thousands except for share data):
	Three Months Ended September 30,
	2019			2018
Weighted average number of common shares outstanding:
Basic number of common shares outstanding	40,616,532			40,535,489
Dilutive effect of unvested performance awards	63,336			161,558
Diluted number of common shares outstanding	40,679,868			40,697,047
Basic net income per common share:
Net income	$	77,880		$	73,271
Income allocated to participating restricted stock	(262		)	(272		)
Net income available to common shareholders	$	77,618		$	72,999
Diluted net income per common share:
Net income	$	77,880		$	73,271
Income reallocated to participating restricted stock	(261		)	(272		)
Net income available to common shareholders	$	77,619		$	72,999
Basic net income per common share:
Distributed earnings	$	0.385		$	0.36
Undistributed earnings	1.525			1.44
Basic net income per common share	$	1.910		$	1.80
Diluted net income per common share:
Distributed earnings	$	0.385		$	0.36
Undistributed earnings	1.525			1.43
Diluted net income per common share	$	1.910		$	1.79

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EL PASO ELECTRIC COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

	Nine Months Ended September 30,
	2019			2018
Weighted average number of common shares outstanding:
Basic number of common shares outstanding	40,600,726			40,514,961
Dilutive effect of unvested performance awards	79,272			129,532
Diluted number of common shares outstanding	40,679,998			40,644,493
Basic net income per common share:
Net income	$	110,095		$	99,600
Income allocated to participating restricted stock	(378		)	(366		)
Net income available to common shareholders	$	109,717		$	99,234
Diluted net income per common share:
Net income	$	110,095		$	99,600
Income reallocated to participating restricted stock	(378		)	(366		)
Net income available to common shareholders	$	109,717		$	99,234
Basic net income per common share:
Distributed earnings	$	1.13		$	1.055
Undistributed earnings	1.57			1.395
Basic net income per common share	$	2.70		$	2.450
Diluted net income per common share:
Distributed earnings	$	1.13		$	1.055
Undistributed earnings	1.57			1.385
Diluted net income per common share	$	2.70		$	2.440

25

EL PASO ELECTRIC COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

	Twelve Months Ended September 30,
	2019			2018
Weighted average number of common shares outstanding:
Basic number of common shares outstanding	40,585,513			40,494,482
Dilutive effect of unvested performance awards	83,581			136,276
Diluted number of common shares outstanding	40,669,094			40,630,758
Basic net income per common share:
Net income	$	94,810		$	106,100
Income allocated to participating restricted stock	(321		)	(383		)
Net income available to common shareholders	$	94,489		$	105,717
Diluted net income per common share:
Net income	$	94,810		$	106,100
Income reallocated to participating restricted stock	(320		)	(383		)
Net income available to common shareholders	$	94,490		$	105,717
Basic net income per common share:
Distributed earnings	$	1.49		$	1.39
Undistributed earnings	0.84			1.22
Basic net income per common share	$	2.33		$	2.61
Diluted net income per common share:
Distributed earnings	$	1.49		$	1.39
Undistributed earnings	0.83			1.21
Diluted net income per common share	$	2.32		$	2.60

The number of restricted stock awards and performance shares at 100% performance level excluded from the calculation of the diluted number of common shares outstanding because their effect was antidilutive is presented below:
	Three Months Ended		Nine Months Ended		Twelve Months Ended
	September 30,		September 30,		September 30,
	2019	2018	2019	2018	2019	2018
Restricted stock awards	54,568	74,278	54,483	67,288	53,232	66,238
Performance shares (a)	—	—	14,551	15,326	22,234	11,494

________________________

(a) Certain performance shares were excluded from the computation of diluted earnings per share as no payouts would have been required based upon performance at the end of each corresponding period.

26

EL PASO ELECTRIC COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

G. Income Taxes

The Company files income tax returns in the U.S. federal jurisdiction and in the states of Texas, New Mexico and Arizona. The Company is no longer subject to tax examination by the taxing authorities in the federal, Texas, Arizona and New Mexico jurisdictions for years prior to 2014.

For the three months ended September 30, 2019 and 2018, the Company’s effective tax rate was 23.0% and 23.7%, respectively. For the nine months ended September 30, 2019 and 2018, the Company's effective tax rate was 22.8% and 23.4%, respectively. For the twelve months ended September 30, 2019 and 2018, the Company's effective tax rate was 23.1% and 22.8%, respectively. The federal statutory tax rate is 21% in 2019 and 2018, and 35% in 2017. The Company's effective tax rate for all periods in 2019 and 2018 differ from the federal statutory tax rate due to state income taxes, capital gains in the decommissioning trusts which are taxed at the federal rate of 20%, the tax benefit of stock incentive plans, the allowance for equity funds used during construction ("AEFUDC") and other permanent differences.

H. Commitments, Contingencies and Uncertainties

For a full discussion of commitments and contingencies, see Part II, Item 8, Financial Statements and Supplementary Data, Note L of the Notes to Financial Statements in the 2018 Form 10-K. In addition, see Part I, Item 1, Financial Statements, Notes D and E of Notes to Financial Statements above and Part II, Item 8, Financial Statements and Supplementary Data, Notes D and F of the Notes to Financial Statements in the 2018 Form 10-K regarding matters related to wholesale power sales contracts and transmission contracts subject to regulation and Palo Verde, including decommissioning, spent nuclear fuel and waste disposal, and liability and insurance matters.

Power Purchase and Sale Contracts

To supplement its own generation and operating reserve requirements and to meet its RPS requirements, the Company engages in power purchase arrangements that may vary in duration and amount based on an evaluation of the Company's resource needs, the economics of the transactions and specific RPS requirements. In the fourth quarter of 2019, the Company anticipates filing for regulatory approval with the NMPRC for two power purchase agreements relating to both solar and battery storage resources as a result of the Company's 2017 All Source Request for Proposal for Electric Power Supply and Load Management Resources. For a discussion of power purchase and sale contracts that the Company has entered into with various counterparties, see Part II, Item 8, Financial Statements and Supplementary Data, Note L of the Notes to Financial Statements in the 2018 Form 10-K.

Environmental Matters

The Company is subject to extensive laws, regulations and permit requirements with respect to air and greenhouse gas emissions, water discharges, soil and water quality, waste management and disposal, natural resources and other environmental matters by federal, state, regional, tribal and local authorities. Failure to comply with such laws, regulations and requirements can result in actions by authorities or other third parties that might seek to impose on the Company administrative, civil and/or criminal penalties or other sanctions. In addition, releases of pollutants or contaminants into the environment can result in costly cleanup liabilities. These laws, regulations and requirements are subject to change through modification or reinterpretation, or the introduction of new laws and regulations and, as a result, the Company may face additional capital and operating costs to comply.

Union Matters

The Company employs approximately 1,100 individuals, 37% of which are covered by a collective bargaining agreement. The International Brotherhood of Electrical Workers Local 960 ("Local 960") represents the Company’s employees working primarily in power generation, transmission and distribution, communications, material services, fleet services, facilities services, customer services and meter reading, and field services. On October 15, 2019, the Company reached agreement on the terms of a new collective bargaining agreement with Local 960, to be effective September 3, 2019, for a four-year term ending September 3, 2023. The agreement provides for pay increases for bargaining unit employees of 3.25% on September 3, 2019, 3.00% on September 3, 2020, 3.00% on September 3, 2021, and 3.20% on September 3, 2022.

27

EL PASO ELECTRIC COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

I. Leases

The Company’s lease population is composed of operating leases. The Company leases land in El Paso, Texas, adjacent to Newman under a lease that expires in June 2033 with a renewal option of 25 years. The Company also has several other leases for offices, parking facilities and equipment that expire within the next 5 years. The Company has transmission and distribution lines that are operated under various land rights agreements, including easements, leases, permits and franchises. The components of lease expense are as follows:

	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Lease cost (in thousands):
Operating lease cost	$	253	$	759
Short-term lease cost	153		616
Variable lease cost	9		57
Total lease cost	$	415	$	1,432

Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount rate):

	September 30, 2019
Operating leases:
Operating lease ROU assets (included in electric plant in service)	$	5,889
Operating lease liabilities (current included in other current liabilities)	527
Operating lease liabilities (net of current included in deferred credits and other liabilities)	5,275
Total lease liabilities	$	5,802
Weighted average remaining lease terms (in years)	12.03
Weighted average discount rate	4.65		%

Supplemental cash flow information related to leases was as follows (in thousands):

	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	103	$	786

ROU assets obtained in exchange for lease obligations (in thousands):

	Nine Months Ended September 30, 2019
Operating leases	$	5,889

28

EL PASO ELECTRIC COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Maturities of operating lease liabilities at September 30, 2019 were as follows (in thousands):

Year ending December 31,
2019	$	86
2020	770
2021	696
2022	639
2023	590
Thereafter	4,829
Total lease payments	7,610
Less imputed interest	(1,808		)
Total	$	5,802

Disclosures related to periods prior to adoption of the new lease standard

The Company’s total rental expense related to operating leases was $1.7 million and $2.4 million for the twelve months ended December 31, 2018 and 2017, respectively. As of December 31, 2018, the Company’s minimum future rental payments for the next five years were as follows (in thousands):

Year ending December 31,
2019	$	923
2020	820
2021	700
2022	544
2023	526

29

EL PASO ELECTRIC COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

J. Litigation

The Company is involved in various legal, environmental, tax and regulatory proceedings before various courts, regulatory commissions and governmental agencies regarding matters arising in the ordinary course of business. In many of these matters, the Company has excess casualty liability insurance that covers the various claims, actions and complaints. The Company regularly analyzes current information and, as necessary, makes provisions in its financial statements for probable liabilities for the eventual disposition of these matters. While the outcome of these matters cannot be predicted with certainty, based upon a review of the matters and applicable insurance coverage, the Company believes that none of these matters will have a material adverse effect on the financial position, results of operations or cash flows of the Company. The Company expenses legal costs, including expenses related to loss contingencies, as they are incurred.

See Part I, Item 1, Financial Statements, Notes D and H of Notes to Financial Statements above and Part II, Item 8, Financial Statements and Supplementary Data, Notes D and L of the Notes to Financial Statements in the 2018 Form 10-K for discussion of the effects of government legislation and regulation on the Company.

Litigation Related to the Merger. As of November 7, 2019, three purported Company shareholders have filed lawsuits under the federal securities laws, two in the U.S. District Court for the Southern District of New York and one in the U.S. District Court for the District of Delaware, challenging the adequacy of the disclosures made in the Company’s preliminary proxy statement in connection with the Merger. These cases are captioned Stein v. El Paso Electric Company., et al., Case No. 1:19-cv-06703 (the “Stein Action”), Rosenblatt v. El Paso Electric Company., et al., Case No. 1:19-cv-01367-UNA (the “Rosenblatt Action”), and Gorski v. El Paso Electric Company., et. al., Case No. 1:19-cv-07211 (the “Gorski Action”), respectively. The Stein Action, filed on July 18, 2019, the Rosenblatt Action, filed on July 23, 2019, and the Gorski Action, filed on August 1, 2019, are asserted on behalf of putative classes of Company shareholders.

All three actions allege violations of Sections 14(a) and 20(a) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") and Rule 14a-9 promulgated thereunder based on various alleged omissions of material information from the preliminary proxy statement. The Stein Action names as defendants the Company and each of our directors, individually, and seeks to enjoin the Merger (or, in the alternative, rescission or an award of rescissory damages in the event the Merger is completed), damages, and an award of costs and attorneys’ and expert fees. The Rosenblatt Action names as defendants the Company and each of our directors, individually, and seeks to enjoin the Merger (or, in the alternative, rescission or an award of rescissory damages in the event the Merger is completed), to compel our directors to issue a revised proxy statement, a declaration that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, and an award of costs and attorneys’ and expert fees. The Gorski Action also names as defendants the Company and each of our directors, individually, and seeks to enjoin the Merger (or, in the alternative, rescission or an award of rescissory damages in the event the Merger is completed), to compel our directors to issue a revised proxy statement, a declaration that the defendants violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, and an award of costs and attorneys’ and expert fees.

The Company believes that these complaints are without merit, and while the Company believes that the disclosures set forth in the proxy statement complied fully with applicable law, to moot plaintiffs’ disclosure claims, to avoid nuisance, potential expense and delay, and to provide additional information to the Company’s shareholders, the Company voluntarily supplemented the proxy statement with additional disclosure in a Current Report on Form 8-K filed by the Company with the SEC on September 9, 2019. While the outcome of these matters cannot be predicted with certainty, based upon a review of the matters and applicable insurance coverage, the Company believes that none of these matters will have a material adverse effect on the financial position, results of operations or cash flows of the Company. The Company expenses legal costs, including expenses related to loss contingencies, as they are incurred.

30

EL PASO ELECTRIC COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

K. Employee Benefits

The expected return on plan assets is included in "Investment and interest income, net" in the Company's Statements of Operations. The amortization of prior service benefit and amortization of gains are included in "Miscellaneous non-operating income". The amortization of prior service cost and amortization of losses are included in "Miscellaneous non-operating deductions". The interest cost component of net periodic benefit cost is included in "Other interest".

Retirement Plans

The net periodic benefit cost recognized for the three, nine and twelve months ended September 30, 2019 and 2018, is made up of the components listed below as determined using the projected unit credit actuarial cost method (in thousands):

	Three Months Ended						Nine Months Ended						Twelve Months Ended
	September 30,						September 30,						September 30,
	2019			2018			2019			2018			2019			2018
Components of net periodic benefit cost:
Service cost	$	2,476		$	2,801		$	7,429		$	8,316		$	10,201		$	10,446
Interest cost	3,614			3,214			10,841			9,659			14,060			12,924
Expected return on plan assets	(5,373		)	(5,176		)	(16,119		)	(15,806		)	(21,389		)	(20,603		)
Amortization of:
Net loss	1,449			2,214			4,345			6,414			6,484			8,527
Prior service benefit	(877		)	(875		)	(2,630		)	(2,630		)	(3,506		)	(3,506		)
Net periodic benefit cost	$	1,289		$	2,178		$	3,866		$	5,953		$	5,850		$	7,788

During the nine months ended September 30, 2019, the Company contributed $8.8 million of its projected $9.5 million 2019 annual contribution to its retirement plans.

Other Postretirement Benefits

The net periodic benefit recognized for the three, nine and twelve months ended September 30, 2019 and 2018, is made up of the components listed below (in thousands): 

	Three Months Ended						Nine Months Ended						Twelve Months Ended
	September 30,						September 30,						September 30,
	2019			2018			2019			2018			2019			2018
Components of net periodic benefit:
Service cost	$	606		$	696		$	1,817		$	2,096		$	2,516		$	2,655
Interest cost	614			559			1,842			1,689			2,405			2,370
Expected return on plan assets	(530		)	(602		)	(1,590		)	(1,827		)	(2,198		)	(2,304		)
Amortization of:
Prior service benefit	(1,308		)	(1,538		)	(3,925		)	(4,613		)	(5,463		)	(6,151		)
Net gain	(595		)	(574		)	(1,783		)	(1,624		)	(2,325		)	(2,044		)
Net periodic benefit	$	(1,213	)	$	(1,459	)	$	(3,639	)	$	(4,279	)	$	(5,065	)	$	(5,474	)

During the nine months ended September 30, 2019, the Company contributed $0.5 million of its projected $0.6 million 2019 annual contribution to its other postretirement benefits plan.

31

EL PASO ELECTRIC COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

L. Financial Instruments and Investments

The FASB guidance requires the Company to disclose estimated fair values for its financial instruments. The Company has determined that cash and temporary investments, investment in debt securities, accounts receivable, decommissioning trust funds, long-term debt, short-term borrowings under the RCF, accounts payable and customer deposits meet the definition of financial instruments. The carrying amounts of cash and temporary investments, accounts receivable, accounts payable and customer deposits approximate fair value because of the short maturity of these items. Investments in debt securities and decommissioning trust funds are carried at estimated fair value.

Long-Term Debt and Short-Term Borrowings Under the RCF. The fair values of the Company's long-term debt and short-term borrowings under the RCF are based on estimated market prices for similar issues and are presented below (in thousands): 

	September 30, 2019				December 31, 2018
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Pollution Control Bonds (1)	$	157,947	$	167,977	$	157,769	$	161,917
Senior Notes	1,118,255		1,393,650		1,117,943		1,244,310
RGRT Senior Notes (2)	109,589		114,925		109,507		111,440
RCF (2)	99,826		99,826		49,207		49,207
Total	$	1,485,617	$	1,776,378	$	1,434,426	$	1,566,874

_______________ 

(1) On February 1, 2019 and April 1, 2019, the Company purchased in lieu of redemption the 2009 Series A 7.25% PCBs with an aggregate principal amount of $63.5 million and the 2009 Series B 7.25% PCBs with an aggregate principal amount of $37.1 million, respectively, utilizing funds borrowed under the RCF. On May 22, 2019, the Company reoffered and sold $63.5 million aggregate principal amount of 2009 Series A 7.25% PCBs and $37.1 million aggregate principal amount of 2009 Series B 7.25% PCBs with a fixed interest rate of 3.60% per annum until the bonds mature on February 1, 2040 and April 1, 2040, respectively. See Part I, Item 1, Financial Statements, Note M of Notes to Financial Statements for further discussion.

(2) Nuclear fuel financing, as of September 30, 2019 and December 31, 2018, is funded through $110 million RGRT Senior Notes and $22.8 million and $26.2 million, respectively, under the RCF. As of September 30, 2019, $77.0 million was outstanding under the RCF for working capital and general corporate purposes. As of December 31, 2018, $23.0 million, was outstanding under the RCF for working capital or general corporate purposes. The interest rate on the Company's borrowings under the RCF is reset throughout the quarter reflecting current market rates. Consequently, the carrying value approximates fair value. See Part I, Item 1, Financial Statements, Note M of Notes to Financial Statements for further discussion.

Marketable Securities. The Company's marketable securities, included in decommissioning trust funds in the balance sheets, are reported at fair value which was $311.7 million and $276.9 million at September 30, 2019 and December 31, 2018, respectively. The investments in the Company's Palo Verde nuclear decommissioning trust funds ("NDT") are classified as equity securities and temporary cash and cash equivalents restricted solely for investment in the NDT. These investments are recorded at their estimated fair value in accordance with FASB guidance for certain investments in equity securities. On January 1, 2018, the Company adopted ASU 2016-01, Financial Instruments - Overall, which eliminates the requirements to classify investments in equity securities with readily determinable fair values as trading or available for sale and requires entities to recognize changes in fair value for these securities in net income as reported in the Statements of Operations. ASU 2016-01 requires a modified-retrospective approach and therefore, comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.

During September 2019, the Company sold all of the fixed income securities classified as available for sale held in the NDT which approximated 450 individual securities. The proceeds were reinvested in three exchange traded funds that hold similar securities. The exchange traded funds meet the definition of equity securities with readily determinable fair values and therefore are not classified as available for sale as of September 30, 2019. Furthermore, changes in the fair value of these exchange traded funds will be recorded in net income as reported in the Statement of Operations, as required by ASU 2016-01.

32

EL PASO ELECTRIC COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Prior to September 30, 2019, the reported fair values included gross unrealized losses on securities classified as available for sale whose impairment the Company had deemed to be temporary. The table below presents the gross unrealized losses and the fair value of these securities as of December 31, 2018, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands): 

	December 31, 2018
	Less than 12 Months					12 Months or Longer					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Description of Securities (1):
Federal Agency Mortgage Backed Securities	$	6,187	$	(36	)	$	14,567	$	(510	)	$	20,754	$	(546	)
U.S. Government Bonds	4,005		(9		)	36,615		(1,663		)	40,620		(1,672		)
Municipal Debt Obligations	3,100		(74		)	9,037		(723		)	12,137		(797		)
Corporate Debt Obligations	22,259		(763		)	11,231		(731		)	33,490		(1,494		)
Total	$	35,551	$	(882	)	$	71,450	$	(3,627	)	$	107,001	$	(4,509	)

 

_________________

(1) Includes 156 securities.

Prior to the sale of all the Company's fixed income securities classified as available for sale, the Company monitored the length of time such securities traded below their cost basis along with the amount and percentage of the unrealized loss in determining if a decline in fair value below recorded cost was considered to be other than temporary. In accordance with the FASB guidance, such impairment losses were recognized in net income, and a lower cost basis was established for these securities. For the three, nine and twelve months ended September 30, 2019 and 2018, the Company did not recognize any other than temporary impairment losses on its available for sale securities.

Investments categorized as available for sale securities also included gross unrealized gains which had not been recognized in the Company's net income prior to September 30, 2019. The table below presents the unrecognized gross unrealized gains and the fair value of these securities, aggregated by investment category as of December 31, 2018 (in thousands): 

	December 31, 2018
	Fair Value		Unrealized Gains
Description of Securities:
Federal Agency Mortgage Backed Securities	$	9,959	$	176
U.S. Government Bonds	6,987		149
Municipal Debt Obligations	1,952		120
Corporate Debt Obligations	8,283		222
Total Debt Securities	$	27,181	$	667

33

EL PASO ELECTRIC COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

The Company's available for sale securities in the NDT were sold from time to time and the Company used the specific identification basis to determine the amount to reclassify from AOCI into net income. The proceeds from the sale of these securities during the three, nine and twelve months ended September 30, 2019 and 2018, and the related effects on pre-tax income are as follows (in thousands): 

	Three Months Ended						Nine Months Ended						Twelve Months Ended
	September 30,						September 30,						September 30,
	2019			2018			2019			2018			2019			2018
Proceeds from sales or maturities of available for sale securities	$	145,290		$	7,451		$	168,177		$	21,816		$	172,316		$	42,355
Gross realized gains included in pre-tax income	$	4,702		$	—		$	4,815		$	9		$	4,823		$	2,076
Gross realized losses included in pre-tax income	(1,500		)	(443		)	(2,583		)	(1,117		)	(2,928		)	(1,680		)
Net gains (losses) included in pre-tax income	$	3,202		$	(443	)	$	2,232		$	(1,108	)	$	1,895		$	396

Upon the adoption of ASU 2016-01, Financial Instruments - Overall, on January 1, 2018, the Company records, on a modified-retrospective basis, changes in fair market value for equity securities held in the NDT in the Statements of Operations. The unrealized gains and losses recognized during the three and nine months ended September 30, 2019 and 2018, and related effects on pre-tax income are as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Net gains recognized on equity securities	$	1,010	$	9,533	$	23,195	$	10,791
Less: Net gains recognized on equity securities sold	136		3,005		422		7,061
Unrealized gains recognized on equity securities still held at reporting date	$	874	$	6,528	$	22,773	$	3,730

Fair Value Measurements. The FASB guidance requires the Company to provide expanded quantitative disclosures for financial assets and liabilities recorded on the balance sheet at fair value. Financial assets carried at fair value include the Company's decommissioning trust investments and investments in debt securities which are included in deferred charges and other assets on the Balance Sheets. The Company has no liabilities that are measured at fair value on a recurring basis. The FASB guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

• Level 1 – Observable inputs that reflect quoted market prices for identical assets and liabilities in active markets. Financial assets utilizing Level 1 inputs include the NDT investments in active exchange-traded equity securities, mutual funds and U.S. Treasury securities that are in a highly liquid and active market. The Institutional Funds - International Equity investments are valued using the Net Asset Value ("NAV") provided by the administrator of the fund. The NAV price is quoted on a restrictive market although the underlying investments are traded on active markets. The NAV used for determining the fair value of the Institutional Funds-International Equity investments have readily determinable fair values. Accordingly, such fund values are categorized as Level 1.

• Level 2 – Inputs other than quoted market prices included in Level 1 that are observable for the asset or liability either directly or indirectly. Financial assets utilizing Level 2 inputs included the NDT investments in fixed income securities that were sold by the Company on September 30, 2019, and reinvested in similar fixed income securities held in three exchange traded funds. The fair value of these financial instruments is based on evaluated prices that reflect observable market information, such as actual trade information of similar securities, adjusted for observable differences.

• Level 3 – Unobservable inputs using data that is not corroborated by market data and primarily based on internal Company analysis using models and various other analysis. Financial assets utilizing Level 3 inputs are the Company's investment in debt securities.

The securities in the NDT are valued using prices and other relevant information generated by market transactions involving identical or comparable securities. The FASB guidance identifies this valuation technique as the "market approach" with observable

34

EL PASO ELECTRIC COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

inputs. Prior to the sale of all the Company's fixed income securities classified as available for sale in September 2019, the Company analyzed available for sale securities to determine if losses were other than temporary.

The fair value of the NDT and investments in debt securities at September 30, 2019 and December 31, 2018, and the level within the three levels of the fair value hierarchy defined by the FASB guidance are presented in the table below (in thousands): 

Description of Securities	Fair Value as of September 30, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Trading Securities:
Investments in Debt Securities	$	1,595	$	—	$	—	$	1,595
Equity Securities:
Domestic (1)	$	274,517	$	274,517	$	—	$	—
International	27,104		27,104		—		—
Total Equity Securities	301,621		301,621		—		—
Cash and Cash Equivalents	10,121		10,121		—		—
Total	$	311,742	$	311,742	$	—	$	—

_________________

(1) Includes $140.9 million held in three exchange traded funds with underlying investments in debt securities. The exchange traded funds were purchased in September 2019, and meet the definition of equity securities with readily determinable fair values.

Description of Securities	Fair Value as of December 31, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Trading Securities:
Investments in Debt Securities	$	1,656	$	—	$	—	$	1,656
Equity Securities:
Domestic	$	111,325	$	111,325	$	—	$	—
International	24,540		24,540		—		—
Total Equity Securities	135,865		135,865		—		—
Available for Sale Debt Securities:
Federal Agency Mortgage Backed Securities	30,713		—		30,713		—
U.S. Government Bonds	47,607		47,607		—		—
Municipal Debt Obligations	14,089		—		14,089		—
Corporate Debt Obligations	41,773		—		41,773		—
Total Available for Sale Debt Securities	134,182		47,607		86,575		—
Cash and Cash Equivalents	6,858		6,858		—		—
Total	$	276,905	$	190,330	$	86,575	$	—

There were no transfers in or out of Level 1 and Level 2 fair value measurements categories due to changes in observable inputs during the three, nine and twelve months ended September 30, 2019 and 2018. There were no purchases, sales, issuances and settlements related to the assets in the Level 3 fair value measurement category during the three, nine and twelve months ended September 30, 2019 and 2018.

35

EL PASO ELECTRIC COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

M. Long-Term Debt and Financing Obligations

Pollution Control Bonds. The Company had three series of tax-exempt unsecured PCBs in aggregate principal amount of $159.8 million as of December 31, 2018. The 2009 Series A 7.25% PCBs and the 2009 Series B 7.25% PCBs with an aggregate principal amount, together, of $100.6 million had optional redemptions beginning in February 2019 and April 2019, respectively.

The Company purchased in lieu of redemption all of the 2009 Series A 7.25% PCBs with an aggregate principal amount of $63.5 million, and all of the 2009 Series B 7.25% PCBs with an aggregate principal amount of $37.1 million, on February 1, 2019 and April 1, 2019, respectively, utilizing funds borrowed under the RCF.

On May 22, 2019, the Company reoffered and sold $63.5 million aggregate principal amount of 2009 Series A 7.25% PCBs and $37.1 million aggregate principal amount of 2009 Series B 7.25% PCBs with a fixed interest rate of 3.60% per annum until the bonds mature on February 1, 2040 and April 1, 2040, respectively. The bonds are subject to optional redemption at a redemption price of par on or after June 1, 2029. Proceeds from the remarketing were primarily used to repay outstanding short-term borrowings under the RCF.

Revolving Credit Facility. The Company has a $350 million RCF for working capital and general corporate purposes and financing nuclear fuel through the RGRT with a term ending on September 13, 2023. The Merger would constitute a "Change in Control" under the RCF and the consummation of the Merger would result in an event of default under the RCF. On and subject to the terms and conditions of the Merger Agreement, the Company requested that the lenders under the RCF consent to the Merger and waive any default or event of default that would occur as a result of the Merger. On August 9, 2019, the lenders agreed to such consent and waiver.

Under the Merger Agreement, subject to certain exceptions, the Company cannot incur additional indebtedness over $200 million (excluding borrowings up to the existing borrowing capacity of the RCF), without the prior written consent of Parent.    

N. Agreement and Plan of Merger

On June 1, 2019, the Company entered into the Merger Agreement, by and among the Company, Parent, and Merger Sub. Pursuant to the Merger Agreement, on and subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation in the Merger and becoming a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of IIF.

On and subject to the terms and conditions set forth in the Merger Agreement, upon the closing of the Merger, each share of common stock of the Company shall be cancelled and converted into the right to receive $68.25 in cash, without interest (the "Merger Consideration").

The Company, Parent and Merger Sub each have made various representations, warranties and covenants in the Merger Agreement. Among other things, the Company has agreed, subject to certain exceptions, to conduct its business in the ordinary course, consistent with past practice, from the date of the Merger Agreement until the closing of the Merger, and not to take certain actions prior to the closing of the Merger without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed). The Company has made certain additional customary covenants, including, subject to certain exceptions: (1) to cause a meeting of the Company’s shareholders to be held to consider approval of the Merger Agreement, (2) not to solicit proposals relating to alternative business combination transactions and not to participate in discussions concerning, or furnish information in connection with, alternative business combination transactions and (3) not to withdraw its recommendation to the Company’s shareholders regarding the Merger. In addition, subject to the terms of the Merger Agreement, the Company, Parent and Merger Sub are required to use reasonable best efforts to obtain all required regulatory approvals, which will include clearance under federal antitrust laws and certain approvals by federal and state regulatory bodies, subject to certain exceptions, including that such efforts not result in a Burdensome Condition (as defined in the Merger Agreement). Parent has obtained equity and debt financing commitments for the transactions contemplated by the Merger Agreement, the aggregate proceeds of which will be sufficient to consummate the Merger and the other transactions contemplated by the Merger Agreement, including payment of the aggregate Merger Consideration.

Consummation of the Merger is subject to various conditions, including: (1) approval of the shareholders of the Company, (2) expiration or termination of the applicable HSR Act waiting period, (3) receipt of all required regulatory and statutory approvals without the imposition of a Burdensome Condition, (4) absence of any law or order prohibiting the consummation of the Merger and (5) other customary closing conditions, including (a) subject to materiality qualifiers, the accuracy of each party's representations

36

EL PASO ELECTRIC COMPANY

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

and warranties, (b) each party's compliance in all material respects with its obligations and covenants under the Merger Agreement and (c) the absence of a material adverse effect with respect to the Company.

The Merger Agreement contains certain termination rights for both the Company and Parent, including if the Merger is not consummated by June 1, 2020 (subject to extension for an additional three months if all of the conditions to closing, other than the conditions related to obtaining regulatory approvals, have been satisfied). The Merger Agreement also provides for certain termination rights for each of the Company and Parent, and provides that, upon termination of the Merger Agreement under certain specified circumstances, Parent would be required to pay a termination fee of $170 million to the Company, and under other specified circumstances, the Company would be required to pay Parent a termination fee of $85 million.

On August 2, 2019, the Company filed a definitive proxy statement with the SEC in connection with the Merger. As of November 7, 2019, three purported Company shareholders have filed lawsuits alleging violations under the federal securities laws, two in the U.S. District Court for the Southern District of New York and one in the U.S. District Court for the District of Delaware, challenging the adequacy of the disclosures made in the Company's proxy statement in connection with the Merger as discussed in Part I, Item 1, Financial Statements, Note J of Notes to Financial Statements.

On August 13, 2019, the Company, Parent and IIF US Holdings 2 LP, an affiliate of IIF, as applicable, filed (1) the joint report and application for regulatory approvals with the PUCT requesting approval of the Merger pursuant to the PURA, (2) the joint application for regulatory approvals with the NMPRC requesting approval of the Merger pursuant to the NMPUA and NMPRC Rule 450, (3) the joint application requesting approval of the Merger with the FERC under Section 203 of the Federal Power Act and (4) the joint application for regulatory approval for the indirect transfer of the Company’s NRC licenses to Parent from the NRC under the Atomic Energy Act of 1954. In addition, on August 13, 2019, the Company and Parent sought the authorization of the FCC to assign or transfer control of the Company’s FCC licenses.

On August 16, 2019, the Company and Parent filed the notification and report form with the Antitrust Division of the Department of Justice and the FTC under the HSR Act. On September 3, 2019, the Company and Parent received notice from the FTC granting early termination of the waiting period under the HSR Act. 

Under the Merger Agreement, the consent to the Merger by the City of El Paso under its franchise agreement with the Company is a condition to the closing of the Merger. Under the franchise agreement, if the City of El Paso does not grant its consent to the Merger, the franchise agreement would terminate upon the closing of the Merger. On September 20, 2019, the Company submitted the franchise agreement assignment application to the City of El Paso.

At a special meeting of the Company's shareholders held on September 19, 2019, the Company’s shareholders approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger.

Subject to receipt of remaining approvals and satisfaction of the other closing conditions, the Company anticipates that the closing of the Merger will occur in the first half of 2020.

For more information regarding the terms of the Merger, including a copy of the Merger Agreement, see the Company's Current Report on Form 8-K filed with the SEC on June 3, 2019, and its definitive proxy statement relating to the special meeting of shareholders filed with the SEC on August 2, 2019.

37

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

El Paso Electric Company:

Results of Review of Interim Financial Information

We have reviewed the balance sheet of El Paso Electric Company (the "Company") as of September 30, 2019, the related statements of operations and comprehensive operations for the three-month, nine-month and twelve-month periods ended September 30, 2019 and 2018, the related statements of changes in common stock equity for the three-month and nine-month periods ended September 30, 2019 and 2018, the related statements of cash flows for the nine-month periods ended September 30, 2019 and 2018, and the related condensed notes (collectively, the interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the interim financial information for it to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the balance sheet of the Company as of December 31, 2018, and the related statements of operations and comprehensive operations, changes in common stock equity, and cash flows for the year then ended (not presented herein); and in our report dated February 28, 2019, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 2018, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the 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 reviews in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ KPMG LLP

Houston, Texas

November 7, 2019

38

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this Item 2 updates, and should be read in conjunction with, the information set forth in Part II, Item 7 of the 2018 Form 10-K.

FORWARD-LOOKING STATEMENTS

Certain matters discussed in this Quarterly Report on Form 10-Q, other than statements of historical fact, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Forward-looking statements often include words like "believe", "anticipate", "target", "project", "expect", "predict", "pro forma", "estimate", "intend", "will", "is designed to", "plan", and words of similar meaning, or are indicated by the Company's discussion of strategies or trends. Forward-looking statements describe the Company's future plans, objectives, expectations or goals. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurances can be given that these expectations will prove to be correct. Such statements address future events and conditions and include, but are not limited to:

• capital expenditures,

• earnings,

• liquidity and capital resources,

• ratemaking/regulatory matters/compliance matters,

• litigation,

• accounting matters, including accounting for taxes and leases,

• possible corporate restructurings, acquisitions and dispositions, including the Merger,

• compliance with debt and other restrictive covenants,

• interest rates and dividends,

• environmental matters,

• nuclear operations,

• operation of the Company's generating units and its transmission and distribution systems,

• the availability and costs of new and/or emerging technologies, and

• the overall economy of the Company's service area.

These forward-looking statements are based on assumptions and analyses in light of the Company's experience and perception of historical trends, current conditions, expected future developments, and other factors the Company believes were appropriate in the circumstances when the statements were made. Forward-looking statements by their nature involve substantial risks and uncertainties that could significantly impact expected results, and actual future results could differ materially from those described in such statements. While it is not possible to identify all factors, the Company continues to face many risks and uncertainties. Factors that would cause or contribute to such differences include, but are not limited to:

• decisions and actions of the Company's regulators and the resulting impact on the Company's operations, cost of capital, sales, and profitability,

• the Company's ability to fully and timely recover its costs and earn a reasonable rate of return on its invested capital through the rates that it is permitted to charge,

• rates, cost recovery mechanisms and other regulatory matters including the ability to recover fuel costs on a timely basis,

• the ability of the Company's operating partners to maintain plant operations and manage operations and maintenance ("O&M") costs at Palo Verde and its related transmission, including costs to comply with any new or expanded regulatory or environmental requirements,

• reductions in output at generation plants operated by the Company,

• the size of the Company's construction program and its ability to complete construction on budget and on time,

39

• the receipt of required approvals by regulators and other permits related to the Company’s construction programs,

• the Company's reliance on significant customers,

• the credit worthiness of the Company's customers,

• unscheduled outages of generating units including outages at Palo Verde,

• changes in customers' demand for electricity as a result of energy efficiency initiatives and emerging competing services and technologies, including distributed generation and battery storage,

• individual customer groups, including distributed generation customers, may not pay their full cost of service, and other customers may or may not be required to pay the difference,

• changes in, and the assumptions used for, pension and other post-retirement and post-employment benefit liability calculations, as well as actual and assumed investment returns on pension plan and other post-retirement plan assets,

• the impact of changing cost escalation and other assumptions on the Company's nuclear decommissioning liability for Palo Verde, as well as actual and assumed investment returns on assets in the NDT,

• disruptions in the Company's transmission and distribution systems, and in particular the lines that deliver power from its remote generating facilities,

• the sufficiency of the Company's insurance coverage, including availability, cost, coverage and terms,

• electric utility deregulation or re-regulation,

• regulated and competitive markets,

• ongoing municipal, state and federal activities,

• cuts in military spending or prolonged shutdowns of the federal government that reduce demand for the Company's services from military and governmental customers,

• political, legislative, judicial and regulatory developments,

• homeland security considerations, including those associated with the U.S./Mexico border region and the energy industry,

• changes in environmental laws and regulations and the enforcement or interpretation thereof, including those related to air, water or greenhouse gas emissions or other environmental matters,

• economic, commercial bank, financial and capital market conditions,

• increases in cost of capital,

• the impact of changes in interest rates or rates of inflation,

• actions by credit rating agencies,

• changes in accounting requirements and other accounting matters,

• changing weather trends and the impact of severe weather conditions,

• possible physical or cyber attacks, intrusions or other catastrophic events,

• the impact of lawsuits filed against the Company,

• Texas, New Mexico and electric industry utility service reliability standards and service requirements,

• uranium, natural gas, oil and wholesale electricity prices and availability,

• possible income tax and interest payments as a result of audit adjustments proposed by the U.S. Internal Revenue Service or state taxing authorities,

• the impact of recent changes to U.S. tax laws,

• the impact of international trade and tariff negotiations,

• the impact of U.S. health care reform legislation,

• the effectiveness of the Company's risk management activities,

40

• loss of key personnel, the Company's ability to recruit and retain qualified employees and the Company's ability to successfully implement succession planning,

• other circumstances affecting anticipated operations, sales and costs, and

• certain risks and uncertainties associated with the Merger including, without limitation:

◦ the risk that Parent or the Company may be unable to obtain governmental and regulatory approvals required for the Merger, or that required governmental and regulatory approvals or agreements with other parties interested therein may delay the Merger, may subject the Merger to or impose adverse conditions or costs or may cause the parties to abandon the Merger,

◦ the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger or could otherwise cause the failure of the Merger to close,

◦ the risk that a condition to the closing of the Merger may not be satisfied or waived,

◦ the failure of Parent to obtain any financing necessary to complete the Merger,

◦ the outcome of any legal proceedings, regulatory proceedings or enforcement matters that have been or may be instituted relating to the Merger,

◦ the receipt of an unsolicited offer from another party to acquire assets or capital stock of the Company that could interfere with the Merger,

◦ the timing to consummate the Merger,

◦ the costs incurred to consummate the Merger,

◦ the risk that the pendency of the proposed Merger disrupts current plans and operations and the potential difficulties in maintaining relationships with customers, employees, regulators or suppliers,

◦ the diversion of management time and attention from the Company’s ongoing business operations due to the Merger, and

◦ future regulatory or legislative actions that could adversely affect the Company.

These lists are not all-inclusive because it is not possible to predict all factors. A discussion of some of these factors is included in the 2018 Form 10-K under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations - Summary of Critical Accounting Policies and Estimates" and "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources". This Quarterly Report on Form 10-Q should be read in its entirety. Management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior earnings levels. Any forward-looking statement speaks only as of the date such statement was made, and the Company is not obligated to update any forward-looking statement to reflect events or circumstances after the date on which such statement was made, except as required by applicable laws or regulations.

Summary of Critical Accounting Policies and Estimates

The preparation of our financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and related notes for the periods presented and actual results could differ in future periods from those estimates. Critical accounting policies and estimates are both important to the portrayal of our financial condition and results of operations and require complex, subjective judgments and are more fully described in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 2018 Form 10-K.

41

Significant Events

Merger with Sun Jupiter Holdings LLC

On June 1, 2019, the Company entered into the Merger Agreement, by and among the Company, Parent, and Merger Sub. Pursuant to the Merger Agreement, on and subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation in the Merger and becoming a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of IIF.

On and subject to the terms and conditions set forth in the Merger Agreement, upon the closing of the Merger, each share of common stock of the Company shall be cancelled and converted into the right to receive $68.25 in cash, without interest.

The Company, Parent and Merger Sub each have made various representations, warranties and covenants in the Merger Agreement. Among other things, the Company has agreed, subject to certain exceptions, to conduct its business in the ordinary course, consistent with past practice, from the date of the Merger Agreement until the closing of the Merger, and not to take certain actions prior to the closing of the Merger without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed). The Company has made certain additional customary covenants, including, subject to certain exceptions: (1) to cause a meeting of the Company’s shareholders to be held to consider approval of the Merger Agreement, (2) not to solicit proposals relating to alternative business combination transactions and not to participate in discussions concerning, or furnish information in connection with, alternative business combination transactions and (3) not to withdraw its recommendation to the Company’s shareholders regarding the Merger. In addition, subject to the terms of the Merger Agreement, the Company, Parent and Merger Sub are required to use reasonable best efforts to obtain all required regulatory approvals, which will include clearance under federal antitrust laws and certain approvals by federal and state regulatory bodies, subject to certain exceptions, including that such efforts not result in a Burdensome Condition (as defined in the Merger Agreement). Parent has obtained equity and debt financing commitments for the transactions contemplated by the Merger Agreement, the aggregate proceeds of which will be sufficient to consummate the Merger and the other transactions contemplated by the Merger Agreement, including payment of the aggregate Merger Consideration.

Consummation of the Merger is subject to various conditions, including: (1) approval of the shareholders of the Company, (2) expiration or termination of the applicable HSR Act waiting period, (3) receipt of all required regulatory and statutory approvals without the imposition of a Burdensome Condition, (4) absence of any law or order prohibiting the consummation of the Merger and (5) other customary closing conditions, including (a) subject to materiality qualifiers, the accuracy of each party's representations and warranties, (b) each party's compliance in all material respects with its obligations and covenants under the Merger Agreement and (c) the absence of a material adverse effect with respect to the Company.

The Merger Agreement contains certain termination rights for both the Company and Parent, including if the Merger is not consummated by June 1, 2020 (subject to extension for an additional three months if all of the conditions to closing, other than the conditions related to obtaining regulatory approvals, have been satisfied). The Merger Agreement also provides for certain termination rights for each of the Company and Parent, and provides that, upon termination of the Merger Agreement under certain specified circumstances, Parent would be required to pay a termination fee of $170 million to the Company, and under other specified circumstances, the Company would be required to pay Parent a termination fee of $85 million.

On August 2, 2019, the Company filed a definitive proxy statement with the SEC in connection with the Merger. As of November 7, 2019, three purported Company shareholders have filed lawsuits alleging violations under the federal securities laws, two in the U.S. District Court for the Southern District of New York and one in the U.S. District Court for the District of Delaware, challenging the adequacy of the disclosures made in the Company's proxy statement in connection with the Merger as discussed in Part I, Item 1, Financial Statements, Note J of Notes to Financial Statements.

On August 13, 2019, the Company, Parent and IIF US Holdings 2 LP, an affiliate of IIF, as applicable, filed (1) the joint report and application for regulatory approvals with the PUCT requesting approval of the Merger pursuant to the PURA, (2) the joint application for regulatory approvals with the NMPRC requesting approval of the Merger pursuant to the NMPUA and NMPRC Rule 450, (3) the joint application requesting approval of the Merger with the FERC under Section 203 of the Federal Power Act and (4) the joint application for regulatory approval for the indirect transfer of the Company’s NRC licenses to Parent from the NRC under the Atomic Energy Act of 1954. In addition, on August 13, 2019, the Company and Parent sought the authorization of the FCC to assign or transfer control of the Company’s FCC licenses.

On August 16, 2019, the Company and Parent filed the notification and report form with the Antitrust Division of the Department of Justice and the FTC under the HSR Act. On September 3, 2019, the Company and Parent received notice from the FTC granting early termination of the waiting period under the HSR Act. 

42

Under the Merger Agreement, the consent to the Merger by the City of El Paso under its franchise agreement with the Company is a condition to the closing of the Merger. Under the franchise agreement, if the City of El Paso does not grant its consent to the Merger, the franchise agreement would terminate upon the closing of the Merger. On September 20, 2019, the Company submitted the franchise agreement assignment application to the City of El Paso.

At a special meeting of the Company's shareholders held on September 19, 2019, the Company’s shareholders approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger.

Subject to receipt of remaining approvals and satisfaction of the other closing conditions, the Company anticipates that the closing of the Merger will occur in the first half of 2020.

In connection with the proposed Merger, the Company recorded merger-related expenses of $9.5 million, principally related to advisory fees, legal, and other consulting costs, in the nine months ending September 30, 2019, which are reflected in Other income (deductions) - Strategic transaction costs in the Statements of Operations. Upon completion of the Merger, the Company will evaluate the tax deductibility of these costs and will reflect any non-deductible amounts in the effective tax rate at the Merger closing date.

Summary

The following is an overview of our results of operations for the three, nine and twelve-month periods ended September 30, 2019 and 2018. Net income and basic earnings per share for the three, nine and twelve-month periods ended September 30, 2019 and 2018, are shown below: 

	Three Months Ended				Nine Months Ended				Twelve Months Ended
	September 30,				September 30,				September 30,
	2019		2018		2019		2018		2019		2018
Net income (in thousands)	$	77,880	$	73,271	$	110,095	$	99,600	$	94,810	$	106,100
Basic earnings per share	1.91		1.80		2.70		2.45		2.33		2.61

The following table shows the primary factors affecting the after-tax change in net income between the 2019 and 2018 periods presented (in thousands): 

	Three Months Ended			Nine Months Ended			Twelve Months Ended
September 30, 2018 net income	$	73,271		$	99,600		$	106,100
Change in (net of tax):
Increased (decreased) retail non-fuel base revenues (a)	10,923			2,018			(5,059		)
Decreased operations and maintenance expenses at fossil-fuel generating plants (b)	1,259			4,052			4,884
Increased wheeling revenues (c)	582			2,497			3,322
(Decreased) increased investment and interest income, NDT (d)	(3,878		)	12,730			(6,454		)
Increased strategic transaction costs (e)	(3,453		)	(7,937		)	(7,937		)
Increased depreciation and amortization (f)	(1,213		)	(3,246		)	(3,715		)
(Increased) decreased administrative and general expenses (g)	(317		)	1,786			2,255
Other	706			(1,405		)	1,414
September 30, 2019 net income	$	77,880		$	110,095		$	94,810

 

______________

All information presented below is expressed in pre-tax amounts except when stated otherwise.

43

(a) Retail non-fuel base revenues increased for the three months ended September 30, 2019, compared to the three months ended September 30, 2018, primarily due to increased revenues from (i) residential customers of $11.3 million caused by increased kWh sales, (ii) small commercial and industrial customers of $1.5 million caused by increased kWh sales, and (iii) sales to public authorities of $1.3 million caused by increased kWh sales. These increases in kWh sales primarily resulted from favorable weather and overall customer growth of 1.6% when compared to the three months ended September 30, 2018. Retail kWh sales in the three months ended September 30, 2019 grew 5.0% when compared to the three months ended September 30, 2018, which set a record for kWh consumption during any calendar quarter.

Retail non-fuel base revenues increased for the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018, primarily due to a $3.8 million increase related to the 1% increase in the City of El Paso franchise fee on gross revenues for services within the City of El Paso applicable to customer billings issued on or after October 1, 2018. Overall, kWh sales for the nine months ended September 30, 2019 declined primarily due to milder weather in the three months ended June 30, 2019, which was substantially offset by record sales in the three months ended September 30, 2019, due to favorable weather and overall customer growth of 1.6% when compared to the three months ended September 30, 2018.

Retail non-fuel base revenues decreased for the twelve months ended September 30, 2019, compared to the twelve months ended September 30, 2018, primarily due to refunds of approximately $28.4 million during the twelve months ended September 30, 2019, for the reduction in the federal corporate income tax rate due to the TCJA, offset by (i) refunds of approximately $22.6 million during the twelve months ended September 30, 2018, and (ii) an increase of $4.9 million due to the 1% increase in the City of El Paso franchise fee on gross revenues for services within the City of El Paso applicable to customer billings issued on or after October 1, 2018. For the twelve months ended September 30, 2018, rate changes included additional revenues of approximately $4.8 million related to the period from July 18, 2017 through September 30, 2017. These relate back revenues were recognized when the 2017 PUCT Final Order was approved in December 2017.

(b) O&M expenses at our fossil-fuel generating plants decreased for the three months ended September 30, 2019, compared to the three months ended September 30, 2018, primarily due to decreased outage costs at Newman Unit 2 and decreased maintenance costs at Newman.

O&M expenses at our fossil-fuel generating plants decreased for the nine and twelve months ended September 30, 2019, compared to the nine and twelve months ended September 30, 2018, primarily due to decreased outage costs at Newman Units 1 & 2 and Rio Grande Power Station ("Rio Grande") Unit 8, and decreased maintenance costs at Newman. These decreases were partially offset by increased outage costs at Newman Unit 4 and increased maintenance costs at MPS.

(c) Wheeling revenues increased for the three, nine and twelve months ended September 30, 2019, compared to the three, nine and twelve months ended September 30, 2018, primarily due to an increase in short-term transmission sales due to favorable market conditions.

(d) Investment and interest income, NDT decreased for the three and twelve months ended September 30, 2019, compared to the three and twelve months ended September 30, 2018, primarily due to lower net realized and unrealized gains on securities held in the NDT associated primarily with the relative performance of the equity markets.

Investment and interest income, NDT increased for the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018, primarily due to higher net realized and unrealized gains on securities held in the NDT associated primarily with the relative performance of the equity markets.

Refer to "Use of Non-GAAP Financial Measures" below for further details.

(e) Strategic transaction costs increased for the three, nine and twelve months ended September 30, 2019, compared to the three, nine and twelve months ended September 30, 2018, due to costs incurred in connection with the Merger.

(f) Depreciation and amortization increased for the three, nine and twelve months ended September 30, 2019, compared to the three, nine and twelve months ended September 30, 2018, primarily due to increased plant balances.

(g) Administrative and general ("A&G") expenses decreased for the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018, primarily due to decreased long-term stock incentive plan costs and changes in actuarial assumptions used to calculate expenses for retirement benefit plans, including an increase in the discount rate. These decreases were partially offset by a higher amount of accrued employee incentive compensation.

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A&G expenses decreased for the twelve months ended September 30, 2019, compared to the twelve months ended September 30, 2018, primarily due to decreased long-term stock incentive plan costs and changes in actuarial assumptions used to calculate expenses for retirement benefit plans, including an increase in the discount rate.

Use of Non-GAAP Financial Measures

As required by ASU 2016-01, Financial Instruments - Recognition and Measurement of Financial Assets and Financial Liabilities, changes in the fair value of equity securities are recognized in the Company's Statements of Operations. This standard added the potential for significant volatility to the Company's reported results of operations as changes in the fair value of equity securities may occur. Furthermore, the equity investments included in the NDT are significant and are expected to increase significantly during the remaining life (estimated to be 26 to 29 years) of Palo Verde. Accordingly, the Company has provided the following non-GAAP financial measures to exclude the impact of changes in fair value of equity securities and realized gains (losses) from the sale of both equity and fixed income securities. Reconciliations of both non-GAAP financial measures to the most directly comparable financial information presented in accordance with GAAP are presented in the tables below. Non-GAAP adjusted net income is reconciled to GAAP net income, and non-GAAP adjusted basic earnings per share is reconciled to GAAP basic earnings per share.

	Three Months Ended
	September 30,
	2019 (1)			2018
	(In thousands except for per share data)
Net income (GAAP)	$	77,880		$	73,271
Adjusting items before income tax effects
Unrealized gains, net	(874		)	(6,528		)
Realized gains, net	(3,338		)	(2,562		)
Total adjustments before income tax effects	(4,212		)	(9,090		)
Income taxes on above adjustments	842			1,818
Adjusting items, net of income taxes	(3,370		)	(7,272		)
Adjusted net income (non-GAAP)	$	74,510		$	65,999
Basic earnings per share (GAAP)	$	1.91		$	1.80
Adjusted basic earnings per share (non-GAAP)	$	1.83		$	1.62

(1) Net income (GAAP) and Adjusted net income (non-GAAP) include a pre-tax charge of $3.8 million, or $0.08 per share, after-tax, of strategic transaction costs.

	Nine Months Ended
	September 30,
	2019 (1)			2018
	(In thousands except for per share data)
Net income (GAAP)	$	110,095		$	99,600
Adjusting items before income tax effects
Unrealized gains, net	(22,773		)	(3,730		)
Realized gains, net	(2,654		)	(5,953		)
Total adjustments before income tax effects	(25,427		)	(9,683		)
Income taxes on above adjustments	5,085			1,937
Adjusting items, net of income taxes	(20,342		)	(7,746		)
Adjusted net income (non-GAAP)	$	89,753		$	91,854
Basic earnings per share (GAAP)	$	2.70		$	2.45
Adjusted basic earnings per share (non-GAAP)	$	2.20		$	2.26

45

(1) Net income (GAAP) and Adjusted net income (non-GAAP) include a pre-tax charge of $9.5 million, or $0.19 per share, after-tax, of strategic transaction costs.

	Twelve Months Ended
	September 30,
	2019 (1)			2018
	(In thousands except for per share data)
Net income (GAAP)	$	94,810		$	106,100
Adjusting items before income tax effects
Unrealized gains, net	(442		)	(3,730		)
Realized gains, net	(2,335		)	(7,457		)
Total adjustments before income tax effects	(2,777		)	(11,187		)
Income taxes on above adjustments	555			2,238
Adjusting items, net of income taxes	(2,222		)	(8,949		)
Adjusted net income (non-GAAP)	$	92,588		$	97,151
Basic earnings per share (GAAP)	$	2.33		$	2.61
Adjusted basic earnings per share (non-GAAP)	$	2.27		$	2.39

(1) Net income (GAAP) and Adjusted net income (non-GAAP) include a pre-tax charge of $9.5 million, or $0.19 per share, after-tax, of strategic transaction costs.

Adjusted net income and adjusted basic earnings per share are not measures of financial performance under GAAP and should not be considered as an alternative to net income and basic earnings per share, respectively. Furthermore, the Company's presentation of any non-GAAP financial measure may not be comparable to similarly titled measures used by other companies. The Company believes adjusted net income and adjusted basic earnings per share are useful financial measures for investors and analysts in understanding the Company's core operating performance because each measure removes the effects of variances reported in the Company's results of operations that are not indicative of fundamental changes in the earnings capacity of the Company. Non-GAAP financial information should be read together with, and is not an alternative or substitute for, the Company's financial results reported in accordance with GAAP.

46

Historical Results of Operations

The following discussion includes detailed descriptions of factors affecting individual line items in the results of operations. The amounts presented below are presented on a pre-tax basis.

Operating revenues

We realize revenue from the sale of electricity to retail customers at regulated rates and the sale of energy in the wholesale power market generally at market-based prices. Sales for resale to our sole full requirement customer (which are FERC-regulated cost-based wholesale sales within our service territory) accounted for less than 1% of revenues.

Revenues from the sale of electricity include fuel costs that are recovered from our customers through fuel adjustment mechanisms. We record deferred fuel revenues for the difference between actual fuel costs and recoverable fuel revenues until such amounts are collected from or refunded to customers. "Non-fuel base revenues" refers to our revenues from the sale of electricity excluding such fuel costs.    

No retail customer accounted for more than 3% of our non-fuel base revenues for the three, nine and twelve months ended September 30, 2019. Residential and small commercial customers represent approximately 79% of our non-fuel base revenues. While this customer base is more stable, it is also more sensitive to changes in weather conditions. The current rate structures in Texas and New Mexico reflect higher base rates during the peak summer season of May through October and lower base rates during November through April for our residential and small commercial and industrial customers. As a result, our business is seasonal, with higher kWh sales and revenues during the summer cooling season.

Weather significantly impacts our residential, small commercial and industrial customers, and to a lesser extent, our sales to public authorities. Heating and cooling degree days can be used to evaluate the effect of weather on energy use. For each degree the average outdoor temperature varies from a standard of 65 degrees Fahrenheit, a degree day is recorded. For the three months ended September 30, 2019, retail non-fuel base revenues were positively impacted by favorable weather when compared to the three months ended September 30, 2018. Cooling degree days for the three months ended September 30, 2019 increased 10.5% when compared to the three months ended September 30, 2018, and were 16.1% above the 10-year average. For the nine and twelve months ended September 30, 2019, retail non-fuel base revenues were negatively impacted by overall milder weather when compared to the nine and twelve months ended September 30, 2018. Cooling degree days for the nine and twelve months ended September 30, 2019 decreased 6.0% and 8.4% when compared to the nine and twelve months ended September 30, 2018, respectively, but were 4.9% and 4.4% above the 10-year average, respectively. The table below shows heating and cooling degree days compared to a 10-year average for the periods in 2019 and 2018.

	Three Months Ended			Nine Months Ended			Twelve Months Ended
	September 30,			September 30,			September 30,
			10-Year			10-Year			10-Year
	2019	2018	Average	2019	2018	Average	2019	2018	Average*
Heating degree days	—	—	1	1,187	976	1,182	2,148	1,643	2,056
Cooling degree days	1,880	1,702	1,619	2,874	3,058	2,739	2,990	3,263	2,863

________________________

* Calendar year basis.

Customer growth is a key driver of the growth of retail sales. The average number of retail customers grew 1.6% for the three, nine and twelve months ended September 30, 2019, when compared to the three, nine and twelve months ended September 30, 2018. See the tables presented on pages 49, 50 and 51, which provide detail on the average number of retail customers and the related revenues and kWh sales.

Retail non-fuel base revenues. Retail non-fuel base revenues for the three months ended September 30, 2019, increased $13.8 million, or 6.4%, compared to the three months ended September 30, 2018. Retail non-fuel base revenues increased primarily due to increased revenues from (i) residential customers of $11.3 million caused by a 10.1% increase in kWh sales, (ii) small commercial and industrial customers of $1.5 million caused by a 1.9% increase in kWh sales, and (iii) sales to public authorities of $1.3 million caused by a 3.5% increase in kWh sales compared to the three months ended September 30, 2018. The increases in kWh sales resulted primarily from favorable weather and overall customer growth of 1.6% in the three months ended September 30, 2019, when compared to the three months ended September 30, 2018. Retail kWh sales grew 5.0% over the three months ended September 30, 2018, which set a record for kWh consumption during any calendar quarter. During the three months ended September 30, 2019, the Company also set a peak demand record. On August 7, 2019, the Company recorded a peak demand of 1,952 MW. Subsequently, on August 26, 2019, the Company recorded a peak demand of 1,985 MW, which exceeds the previous record established prior to August 2019 by 50 MW, or 2.6%, set on June 22, 2017.

47

Retail non-fuel base revenues for the nine months ended September 30, 2019, increased $2.6 million, or 0.5%, compared to the nine months ended September 30, 2018. Retail non-fuel base revenues increased primarily due to a $3.8 million increase related to the 1% increase in the City of El Paso franchise fee on gross revenues for services within the City of El Paso applicable to customer billings issued on or after October 1, 2018. Overall, kWh sales for the nine months ended September 30, 2019 declined 0.7%, primarily due to milder weather in the second quarter of 2019, which was substantially offset by record sales in the third quarter of 2019 due to favorable weather and overall customer growth of 1.6%.

Retail non-fuel base revenues for the twelve months ended September 30, 2019, decreased $6.4 million, or 1.0%, compared to the twelve months ended September 30, 2018. For the twelve months ended September 30, 2019, rate changes included the refunds to customers for the reduction in the federal corporate income tax rate due to the TCJA of approximately $28.4 million, compared to $22.6 million for the twelve months ended September 30, 2018. The reduction in rates due to the TCJA was offset by an increase of $4.9 million for the twelve months ended September 30, 2019, related to the 1% increase in the City of El Paso franchise fee on gross revenues for services within the City of El Paso applicable to customer billings issued on or after October 1, 2018. For the twelve months ended September 30, 2018, rate changes included additional revenues of approximately $4.8 million related to the period from July 18, 2017 through September 30, 2017. These relate back revenues were recognized when the 2017 PUCT Final Order was approved in December 2017.

Fuel revenues. Fuel revenues consist of revenues collected from customers under fuel recovery mechanisms approved by the state commissions and the FERC, and deferred fuel revenues, which are comprised of the difference between fuel costs and fuel revenues collected from customers. In New Mexico, fuel and purchased power costs, net of the cost of off-system sales and related shared margins, are reconciled to actual costs on a monthly basis and recovered or refunded to customers the second succeeding month. Additionally, the RPS costs for New Mexico are recovered through a separate RPS Cost Rider, which is updated annually. In Texas, fuel and purchased power costs, net of shared margins on off-system sales, are recovered through a fixed fuel factor. We can seek to revise our fixed fuel factor based upon an approved formula at least four months after our last revision, except in the month of December. In addition, if we materially over-recover fuel costs, we must seek to refund the over-recovery, and if we materially under-recover fuel costs, we may seek a surcharge to recover those costs. Fuel over- and under-recoveries are defined as material when they exceed 4% of the previous twelve months' fuel costs.

In the three, nine and twelve months ended September 30, 2019, we over-recovered fuel costs by $5.2 million, $23.2 million and $24.3 million, respectively. In June 2019 and March 2018, $1.0 million and $1.1 million, respectively, were credited to customers through the applicable fuel adjustment clauses as the result of a reimbursement from the DOE related to spent nuclear fuel storage. At September 30, 2019, we had a net fuel over-recovery balance of $14.4 million, including over-recoveries of $14.1 million in our Texas, $0.2 million in our New Mexico and $0.1 million in our FERC jurisdictions. On October 15, 2018, we filed a request with the PUCT to decrease our Texas fixed fuel factor by approximately 6.99% to reflect decreased fuel expenses primarily related to a decrease in the price of natural gas used to generate power. On October 25, 2018, our fixed fuel factor was approved on an interim basis effective for the first billing cycle of the November 2018 billing month. The revised factor was approved by the PUCT and the docket closed on November 19, 2018. On September 13, 2019, we filed a request with the PUCT to decrease our Texas fixed fuel factor by approximately 12.2% to reflect decreased fuel expenses primarily related to a decrease in the price of natural gas used to generate power. On September 25, 2019, our fixed fuel factor was approved on an interim basis effective for the first billing cycle of the October 2019 billing month. The Texas fixed fuel factor was determined to be final on October 15, 2019, and will continue until changed by the PUCT.

On April 29, 2019, we filed a petition with the PUCT requesting authority to implement, beginning on June 1, 2019, a four-month, interim fuel refund of $19.4 million in fuel cost over-recoveries, including interest, for the period from April 2016 through March 2019. On May 30, 2019, the fuel refund credit was approved on an interim basis. We implemented the fuel refund in customer bills on June 1, 2019. On September 27, 2019, the PUCT issued a final order approving the fuel refund credits. The fuel refund was completed on September 30, 2019, with a total fuel refund of $20.1 million, including interest, returned to Texas customers.

Off-system sales. Off-system sales are sales into wholesale markets outside our service territory. Off-system sales are primarily made in off-peak periods when we have competitive generation capacity available after meeting our regulated service obligations. We have shared 100% of margins on non-arbitrage sales (as defined by the settlement in PUCT Docket No. 41852) and 50% of margins on arbitrage sales with our Texas customers since April 1, 2014. We are currently sharing 90% of off-system sales margins with our New Mexico customers (as reaffirmed in NMPRC Case No. 09-00171-UT), and 25% of our off-system sales margins with our sales for resale - full requirement customer under the terms of its contract. Palo Verde's availability is an important factor in realizing these off-system sales margins.

Off-system sales revenue decreased $9.4 million, or 34.8%, for the three months ended September 30, 2019, compared to the three months ended September 30, 2018, as a result of a 1.6% decrease in kWh sales due to a decrease in available power and lower average market prices for power. Off-system sales revenue increased $5.2 million, or 8.8%, for the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018, as a result of a 13.8% increase in kWh sales due to favorable market conditions, offset by lower average market prices for power. Off-system sales revenue increased $16.4 million,

48

or 21.8%, for the twelve months ended September 30, 2019, compared to the twelve months ended September 30, 2018, as a result of a 18.9% increase in kWh sales due to favorable market conditions.

Comparisons of kWh sales and operating revenues are shown below (in thousands):
							Increase (Decrease)
Three Months Ended September 30:	2019			2018			Amount			Percent
kWh sales:
Retail:
Residential	1,166,364			1,059,193			107,171			10.1	%
Commercial and industrial, small	742,939			729,414			13,525			1.9
Commercial and industrial, large	249,257			262,052			(12,795		)	(4.9	)
Sales to public authorities	463,091			447,280			15,811			3.5
Total retail sales	2,621,651			2,497,939			123,712			5.0
Wholesale:
Sales for resale - full requirement customer	22,496			19,099			3,397			17.8
Off-system sales	618,745			628,669			(9,924		)	(1.6	)
Total wholesale sales	641,241			647,768			(6,527		)	(1.0	)
Total kWh sales	3,262,892			3,145,707			117,185			3.7
Operating revenues:
Non-fuel base revenues:
Retail:
Residential	$	118,290		$	106,961		$	11,329		10.6	%
Commercial and industrial, small	67,019			65,540			1,479			2.3
Commercial and industrial, large	11,108			11,385			(277		)	(2.4	)
Sales to public authorities	33,167			31,870			1,297			4.1
Total retail non-fuel base revenues (1) (2)	229,584			215,756			13,828			6.4
Wholesale:
Sales for resale - full requirement customer	1,050			904			146			16.2
Total non-fuel base revenues	230,634			216,660			13,974			6.4
Fuel revenues:
Recovered from customers during the period	39,894			49,676			(9,782		)	(19.7	)
Over collection of fuel	(5,170		)	(3,245		)	(1,925		)	(59.3	)
Total fuel revenues (3)	34,724			46,431			(11,707		)	(25.2	)
Off-system sales (4)	17,603			27,014			(9,411		)	(34.8	)
Wheeling revenues (5)	5,883			5,145			738			14.3
Energy efficiency cost recovery	2,326			2,077			249			12.0
Miscellaneous (5)	1,988			2,042			(54		)	(2.6	)
Total revenues from customers	293,158			299,369			(6,211		)	(2.1	)
Other (5) (6)	1,295			902			393			43.6
Total operating revenues	$	294,453		$	300,271		$	(5,818	)	(1.9	)
Average number of retail customers (7):
Residential	381,283			375,410			5,873			1.6	%
Commercial and industrial, small	42,856			42,508			348			0.8
Commercial and industrial, large	48			48			—			—
Sales to public authorities	6,248			5,770			478			8.3
Total	430,435			423,736			6,699			1.6

________________________________________

(1) 2019 and 2018 include $10.4 million and $10.8 million, respectively, base rate decreases related to the reduction in federal statutory income tax rate enacted under the TCJA.

(2) 2019 includes $1.8 million related to the 1% increase in the City of El Paso franchise fee on gross revenues for services within the City of El Paso applicable to customer billings issued on or after October 1, 2018.

(3) Includes deregulated Palo Verde Unit 3 revenues for the New Mexico jurisdiction of $1.4 million and $2.0 million in 2019 and 2018, respectively.

(4) Includes retained margins of $0.6 million and $0.7 million in 2019 and 2018, respectively.

(5) Represents revenue with no related kWh sales.

(6) Includes an energy efficiency bonus of $0.4 million in 2019.

(7) The number of retail customers presented is based on the number of service locations.

49

Comparisons of kWh sales and operating revenues are shown below (in thousands):
							Increase (Decrease)
Nine Months Ended September 30:	2019			2018			Amount			Percent
kWh sales:
Retail:
Residential	2,415,525			2,402,400			13,125			0.5	%
Commercial and industrial, small	1,860,790			1,886,552			(25,762		)	(1.4	)
Commercial and industrial, large	773,170			792,845			(19,675		)	(2.5	)
Sales to public authorities	1,198,536			1,209,961			(11,425		)	(0.9	)
Total retail sales	6,248,021			6,291,758			(43,737		)	(0.7	)
Wholesale:
Sales for resale - full requirement customer	52,576			49,395			3,181			6.4
Off-system sales	2,183,752			1,918,672			265,080			13.8
Total wholesale sales	2,236,328			1,968,067			268,261			13.6
Total kWh sales	8,484,349			8,259,825			224,524			2.7
Operating revenues:
Non-fuel base revenues:
Retail:
Residential	$	243,371		$	240,430		$	2,941		1.2	%
Commercial and industrial, small	154,382			155,104			(722		)	(0.5	)
Commercial and industrial, large	27,197			27,391			(194		)	(0.7	)
Sales to public authorities	76,572			76,042			530			0.7
Total retail non-fuel base revenues (1) (2)	501,522			498,967			2,555			0.5
Wholesale:
Sales for resale - full requirement customer	2,459			2,247			212			9.4
Total non-fuel base revenues	503,981			501,214			2,767			0.6
Fuel revenues:
Recovered from customers during the period	94,415			127,348			(32,933		)	(25.9	)
Over collection of fuel (3)	(23,200		)	(3,611		)	(19,589		)	—
Total fuel revenues (4)	71,215			123,737			(52,522		)	(42.4	)
Off-system sales (5)	65,026			59,791			5,235			8.8
Wheeling revenues (6)	16,739			13,578			3,161			23.3
Energy efficiency cost recovery	6,164			5,877			287			4.9
Miscellaneous (6)	6,304			6,313			(9		)	(0.1	)
Total revenues from customers	669,429			710,510			(41,081		)	(5.8	)
Other (6) (7)	2,462			2,270			192			8.5
Total operating revenues	$	671,891		$	712,780		$	(40,889	)	(5.7	)
Average number of retail customers (8):
Residential	379,358			373,377			5,981			1.6	%
Commercial and industrial, small	42,542			42,389			153			0.4
Commercial and industrial, large	48			48			—			—
Sales to public authorities	6,249			5,648			601			10.6
Total	428,197			421,462			6,735			1.6

 

________________________________________

(1) 2019 and 2018 include $22.8 million and $22.6 million, respectively, base rate decreases related to the reduction in federal statutory income tax rate enacted under the TCJA.

(2) 2019 includes $3.8 million related to the 1% increase in the City of El Paso franchise fee on gross revenues for services within the City of El Paso applicable to customer billings issued on or after October 1, 2018.

(3) 2019 and 2018 include the portion of the DOE refunds related to spent fuel storage of $1.0 million and $1.1 million, respectively, that were credited to customers through the applicable fuel adjustment clauses.

(4) Includes deregulated Palo Verde Unit 3 revenues for the New Mexico jurisdiction of $4.0 million and $6.0 million in 2019 and 2018, respectively.

(5) Includes retained margins of $2.0 million and $1.7 million in 2019 and 2018, respectively.

(6) Represents revenue with no related kWh sales.

(7) Includes an energy efficiency bonus of $0.4 million in 2019.

(8) The number of retail customers presented is based on the number of service locations.

50

Comparisons of kWh sales and operating revenues are shown below (in thousands):
							Increase (Decrease)
Twelve Months Ended September 30:	2019			2018			Amount			Percent
kWh sales:
Retail:
Residential	3,001,820			2,968,629			33,191			1.1	%
Commercial and industrial, small	2,406,158			2,445,866			(39,708		)	(1.6	)
Commercial and industrial, large	1,031,159			1,043,592			(12,433		)	(1.2	)
Sales to public authorities	1,551,802			1,575,768			(23,966		)	(1.5	)
Total retail sales	7,990,939			8,033,855			(42,916		)	(0.5	)
Wholesale:
Sales for resale - full requirement customer	62,172			59,496			2,676			4.5
Off-system sales	2,953,041			2,482,615			470,426			18.9
Total wholesale sales	3,015,213			2,542,111			473,102			18.6
Total kWh sales	11,006,152			10,575,966			430,186			4.1
Operating revenues:
Non-fuel base revenues:
Retail:
Residential	$	300,538		$	301,756		$	(1,218	)	(0.4	)%
Commercial and industrial, small	193,619			197,719			(4,100		)	(2.1	)
Commercial and industrial, large	34,726			35,091			(365		)	(1.0	)
Sales to public authorities	95,990			96,710			(720		)	(0.7	)
Total retail non-fuel base revenues (1) (2) (3)	624,873			631,276			(6,403		)	(1.0	)
Wholesale:
Sales for resale - full requirement customer	2,992			2,698			294			10.9
Total non-fuel base revenues	627,865			633,974			(6,109		)	(1.0	)
Fuel revenues:
Recovered from customers during the period	123,560			170,588			(47,028		)	(27.6	)
Over collection of fuel (4)	(24,325		)	(6,813		)	(17,512		)	—
Total fuel revenues (5)	99,235			163,775			(64,540		)	(39.4	)
Off-system sales (6)	91,653			75,236			16,417			21.8
Wheeling revenues (7)	22,187			17,981			4,206			23.4
Energy efficiency cost recovery (8)	9,175			5,877			3,298			56.1
Miscellaneous (7)	8,179			8,220			(41		)	(0.5	)
Total revenues from customers	858,294			905,063			(46,769		)	(5.2	)
Other (7) (9)	4,420			3,866			554			14.3
Total operating revenues	$	862,714		$	908,929		$	(46,215	)	(5.1	)
Average number of retail customers (10):
Residential	378,623			372,521			6,102			1.6	%
Commercial and industrial, small	42,465			42,325			140			0.3
Commercial and industrial, large	48			48			—			—
Sales to public authorities	6,196			5,612			584			10.4
Total	427,332			420,506			6,826			1.6

 

________________________________________

(1) 2018 includes $4.8 million of relate back revenues in Texas, from July 18, 2017 through September 30, 2017. These relate back revenues were recognized when the 2017 PUCT Final Order was approved in December 2017.

(2) 2019 and 2018 include $28.4 million and $22.6 million, respectively, base rate decreases related to the reduction in federal statutory income tax rate enacted under the TCJA.

(3) 2019 includes $4.9 million related to the 1% increase in the City of El Paso franchise fee on gross revenues for services within the City of El Paso applicable to customer billings issued on or after October 1, 2018.

(4) 2019 and 2018 include the portion of the DOE refunds related to spent fuel storage of $1.0 million and $1.1 million, respectively, that were credited to customers through the applicable fuel adjustment clauses.

(5) Includes deregulated Palo Verde Unit 3 revenues for the New Mexico jurisdiction of $6.1 million and $8.4 million in 2019 and 2018, respectively.

(6) Includes retained margins of $2.4 million and $2.0 million in 2019 and 2018, respectively.

(7) Represents revenue with no related kWh sales.

(8) The Company implemented ASU 2014-09, Revenue from Contracts with Customers, January 1, 2018, and following the adoption of the standard, revenues related to reimbursed costs of energy efficiency programs approved by the Company's regulators are reported in operating revenues from customers. Related expenses are reported in O&M expenses.

(9) Includes energy efficiency bonuses of $1.7 million and $0.8 million in 2019 and 2018, respectively.

(10) The number of retail customers presented is based on the number of service locations.

51

Fuel and purchased power expense

Our sources of energy include electricity generated from our nuclear and natural gas generating plants and purchased power. Palo Verde represents approximately 30% of our net dependable generating capacity and approximately 44%, 50% and 49% of our Company-generated energy for the three, nine and twelve months ended September 30, 2019, respectively. Fluctuations in the price of natural gas, which also is the primary factor influencing the price of purchased power, have had a significant impact on our cost of energy.

Fuel and purchased power expense decreased $20.5 million, or 28.8%, for the three months ended September 30, 2019 compared to the three months ended September 30, 2018, primarily due to (i) decreased natural gas costs of $17.7 million primarily due to a 47.9% decrease in the average cost of Megawatt-hours ("MWhs") generated, partially offset by a 7.2% increase in MWhs generated with natural gas, and (ii) decreased total purchased power costs of $3.3 million primarily due to a 19.4% decrease in the average cost of MWhs purchased.

	Three Months Ended September 30,
	2019					2018
Fuel Type	Cost		MWh	Cost per MWh		Cost		MWh	Cost per MWh
	(in thousands)					(in thousands)
Natural gas	$	22,373	1,734,695	$	12.90	$	40,066	1,618,553	$	24.75
Coal (a)	165		—	—		165		—	—
Nuclear	11,236		1,351,569	8.31		10,791		1,357,125	7.95
Total	33,774		3,086,264	10.94		51,022		2,975,678	17.15
Purchased power:
Photovoltaic	6,442		78,924	81.62		5,960		75,129	79.33
Other	10,367		288,160	35.98		14,104		277,877	50.76
Total purchased power	16,809		367,084	45.79		20,064		353,006	56.84
Total fuel and purchased power	$	50,583	3,453,348	14.65		$	71,086	3,328,684	21.36

_________

(a) Costs related to amortization of deferred coal mine reclamation obligations.

52

Fuel and purchased power expense decreased $45.7 million, or 25.9%, for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018, primarily due to (i) decreased natural gas costs of $45.4 million primarily due to a 46.5% decrease in the average cost of MWhs generated, and (ii) decreased total purchased power costs of $0.9 million primarily due to a 6.8% decrease in the average cost of MWhs purchased, partially offset by a 5.1% increase in MWhs purchased.

	Nine Months Ended September 30,
	2019					2018
Fuel Type	Cost		MWh	Cost per MWh		Cost		MWh	Cost per MWh
	(in thousands)					(in thousands)
Natural gas	$	55,671	3,973,531	$	14.01	$	101,115	3,860,053	$	26.20
Coal (a)	495		—	—		495		—	—
Nuclear (b)	30,839		3,909,783	8.16		30,227		3,843,503	8.17
Total	87,005		7,883,314	11.17		131,837		7,703,556	17.27
Purchased power:
Photovoltaic	18,581		227,882	81.54		18,182		225,940	80.47
Other	25,429		791,526	32.13		26,718		743,685	35.93
Total purchased power	44,010		1,019,408	43.17		44,900		969,625	46.31
Total fuel and purchased power	$	131,015	8,902,722	14.84		$	176,737	8,673,181	20.52

________

(a) Costs related to amortization of deferred coal mine reclamation obligations.

(b) Cost includes a DOE refund related to spent fuel storage of $1.1 million and $1.2 million recorded in June 2019 and March 2018, respectively. Cost per MWh excludes these refunds.

Fuel and purchased power expense decreased $46.6 million, or 20.3%, for the twelve months ended September 30, 2019 compared to the twelve months ended September 30, 2018, primarily due to decreased natural gas costs of $48.8 million primarily due to a 41.5% decrease in the average cost of MWhs generated, partially offset by an 8.2% increase in the MWhs generated with natural gas. This decrease in fuel and purchased power expense was partially offset by an increase in total purchased power costs of $2.1 million primarily due to a 9.8% increase in MWhs purchased, partially offset by a 5.5% decrease in the average cost of MWhs purchased.

	Twelve Months Ended September 30,
	2019					2018
Fuel Type	Cost		MWh	Cost per MWh		Cost		MWh	Cost per MWh
	(in thousands)					(in thousands)
Natural gas	$	84,139	5,143,341	$	16.36	$	132,913	4,753,612	$	27.96
Coal (a)	661		—	—		660		—	—
Nuclear (b)	39,730		4,980,138	8.19		39,665		5,072,155	8.05
Total	124,530		10,123,479	12.41		173,238		9,825,767	17.75
Purchased power:
Photovoltaic	22,627		277,511	81.54		22,947		283,926	80.82
Other	36,230		1,127,581	32.13		33,811		996,106	33.94
Total purchased power	58,857		1,405,092	41.89		56,758		1,280,032	44.34
Total fuel and purchased power	$	183,387	11,528,571	16.00		$	229,996	11,105,799	20.82

_________

(a) Costs related to amortization of deferred coal mine reclamation obligations.

(b) Cost includes a DOE refund related to spent fuel storage of $1.1 million and $1.2 million recorded in June 2019 and March 2018, respectively. Cost per MWh excludes these refunds.

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Operations and maintenance expense

Operations and maintenance expense decreased $1.2 million, or 1.4%, for the three months ended September 30, 2019, compared to the three months ended September 30, 2018, primarily due to decreases of (i) $1.5 million in outage costs at Newman Unit 2, and (ii) $0.8 million in maintenance costs at Newman. These decreases were partially offset by increases of (i) $0.4 million in O&M expenses at Palo Verde, and (ii) $0.4 million in A&G expense primarily due to a higher amount of accrued employee incentive compensation.

Operations and maintenance expense decreased $8.5 million, or 3.4%, for the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018, primarily due to decreases of (i) $4.8 million in outage costs at Newman Units 1 and 2, (ii) $3.2 million in outage costs at Rio Grande Unit 8, (iii) $2.3 million in A&G expense primarily due to decreased long-term stock incentive plan costs and changes in actuarial assumptions used to calculate expenses for retirement benefit plans, including an increase in the discount rate, partially offset by a higher amount of accrued employee incentive compensation, (iv) $1.4 million in maintenance costs at Newman, and (v) $1.1 million in O&M expenses at Palo Verde. These decreases were partially offset by increases of (i) $2.8 million in outage costs at Newman Unit 4, and (ii) $0.9 million in maintenance costs at MPS.

Operations and maintenance expense decreased $10.1 million, or 3.0%, for the twelve months ended September 30, 2019, compared to the twelve months ended September 30, 2018, primarily due to decreases of (i) $3.6 million in outage costs at Newman Units 1 and 2, (ii) $3.5 million in O&M expenses at Palo Verde, (iii) $3.2 million in outage costs at Rio Grande Unit 8, (iv) $2.9 million in A&G expense primarily due to decreased long-term stock incentive plan costs and changes in actuarial assumptions used to calculate expenses for retirement benefit plans, including an increase in the discount rate, and (v) $2.6 million in maintenance costs at Newman. These decreases were partially offset by increases of (i) $3.3 million primarily due to energy efficiency program costs previously offset by the related revenues prior to the adoption of ASU 2014-09, (ii) $2.8 million in outage costs at Newman Unit 4, and (iii) $1.0 million in maintenance costs at MPS.

Depreciation and amortization expense

Depreciation and amortization expense increased $1.5 million, or 6.4%, $4.1 million, or 5.7%, and $4.7 million, or 4.9%, for the three, nine and twelve months ended September 30, 2019, compared to the three, nine and twelve months ended September 30, 2018, primarily due to increased plant balances.

Taxes other than income taxes

Taxes other than income taxes increased $0.2 million, or 1.0%, $1.6 million, or 3.0%, and $1.4 million, or 1.9%, for the three, nine and twelve months ended September 30, 2019, compared to the three, nine and twelve months ended September 30, 2018, primarily due to the 1% increase in the City of El Paso franchise fee.

Other income (deductions)

Other income (deductions) decreased $8.6 million, or 49.4%, for the three months ended September 30, 2019, compared to the three months ended September 30, 2018, primarily due to (i) a $4.9 million decrease in realized and unrealized net gains on securities held in the NDT and (ii) $3.8 million of strategic transaction costs in the three months ended September 30, 2019, with no comparable costs in the three months ended September 30, 2018.

Other income (deductions) increased $6.8 million, or 19.0%, for the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018, primarily due to a $15.7 million increase in realized and unrealized net gains on securities held in the NDT. This increase was partially offset by $9.5 million of strategic transaction costs in the nine months ended September 30, 2019, with no comparable costs in the nine months ended September 30, 2018.

Other income (deductions) decreased $16.1 million, or 35.3%, for the twelve months ended September 30, 2019, compared to the twelve months ended September 30, 2018, primarily due to (i) $9.5 million of strategic transaction costs in the twelve months ended September 30, 2019, with no comparable costs in the twelve months ended September 30, 2018 and (ii) a $8.4 million decrease in realized and unrealized net gains on securities held in the NDT.

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Beginning on January 1, 2018, the Company adopted ASU 2016-01, Financial Instruments, and began recording unrealized gains and losses on equity securities held in the NDT directly in earnings. Further details are shown below (in thousands):

	Three Months Ended						Nine Months Ended						Twelve Months Ended
	September 30,						September 30,						September 30,
	2019			2018			2019			2018			2019			2018
Allowance for equity funds used during construction	$	481		$	824		$	1,996		$	2,462		$	2,987		$	3,278
Investment and interest income, net:
NDT unrealized gains, net	874			6,528			22,773			3,730			442			3,730
NDT realized gains, net	3,338			2,562			2,654			5,953			2,335			7,457
NDT dividends and interest income	1,820			1,802			5,484			5,276			7,435			7,030
Expected returns on benefit plans (ASU 2017-07)	5,903			5,778			17,709			17,633			23,587			22,907
Other	(31		)	145			5			450			161			463
	11,904			16,815			48,625			33,042			33,960			41,587
Miscellaneous non-operating income	3,150			3,037			9,288			9,245			12,866			12,428
Strategic transaction costs	(3,798		)	—			(9,473		)	—			(9,473		)	—
Miscellaneous non-operating deductions	(2,930		)	(3,263		)	(7,615		)	(8,775		)	(10,820		)	(11,677		)
Total other income (deductions)	$	8,807		$	17,413		$	42,821		$	35,974		$	29,520		$	45,616

Interest charges (credits)

Interest charges (credits) increased by $0.3 million, or 1.4% for the three months ended September 30, 2019, compared to the three months ended September 30, 2018, primarily due to additional borrowings under the Company's RCF, and an increase in the interest cost component of net periodic benefit cost of the Company's employee benefit plans. These increases were partially offset by the purchase in lieu of redemption of $63.5 million principal amount of 2009 Series A 7.25% PCBs on February 1, 2019 and $37.1 million principal amount of 2009 Series B 7.25% PCBs on April 1, 2019, and the subsequent reoffering and sale of the bonds on May 22, 2019 at the stated interest rate of 3.60% per annum.

Interest charges (credits) increased by $1.9 million, or 3.0%, for the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018, primarily due to (i) interest expense on the $125.0 million aggregate principal amount of 4.22% Senior Notes due 2028 issued in June 2018, (ii) an increase in the interest cost component of net periodic benefit cost of the Company's employee benefit plans, and (iii) additional borrowings under the Company's RCF. These increases were partially offset by the purchase in lieu of redemption of $63.5 million principal amount of 2009 Series A 7.25% PCBs on February 1, 2019 and $37.1 million principal amount of 2009 Series B 7.25% PCBs on April 1, 2019, and the subsequent reoffering and sale of the bonds on May 22, 2019 at the stated interest rate of 3.60% per annum.

Interest charges (credits) increased by $2.6 million, or 3.1%, for the twelve months ended September 30, 2019, compared to the twelve months ended September 30, 2018, primarily due to (i) interest expense on the $125.0 million aggregate principal amount of 4.22% Senior Notes due 2028 issued in June 2018, (ii) an increase in the interest cost component of net periodic benefit cost of the Company's employee benefit plans, and (iii) additional borrowings under the Company's RCF. These increases were partially offset by (i) the purchase in lieu of redemption of $63.5 million principal amount of 2009 Series A 7.25% PCBs on February 1, 2019 and $37.1 million principal amount of 2009 Series B 7.25% PCBs on April 1, 2019, and the subsequent reoffering and sale of the bonds on May 22, 2019 at the stated interest rate of 3.60% per annum, and (ii) increased allowance for borrowed funds used during construction ("ABFUDC") as a result of higher average balances of construction work in progress ("CWIP") and an increase in the ABFUDC rate.

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Income tax expense

Income tax expense increased $0.6 million, or 2.5%, for the three months ended September 30, 2019, compared to the three months ended September 30, 2018, primarily due to increases in pre-tax income and certain non-deductible strategic transaction costs. These increases were partially offset by decreases in state income taxes.

Income tax expense increased $2.0 million, or 6.7%, for the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018, primarily due to (i) increases in pre-tax income, (ii) lower tax benefits of stock incentive plans, and (iii) certain non-deductible strategic transaction costs. These increases were partially offset by decreases in state income taxes.

Income tax expense decreased $3.0 million, or 9.6%, for the twelve months ended September 30, 2019, compared to the twelve months ended September 30, 2018, primarily due to (i) decreases in pre-tax income, (ii) the change in the federal income tax rate, and (iii) decreases in state income taxes. These decreases were partially offset by lower tax benefits of stock incentive plans and certain non-deductible strategic transaction costs.

New Accounting Standards

See Part I, Item 1, Financial Statements, Note A of Notes to Financial Statements for a discussion of new accounting standards adopted and to be adopted in the future.

Inflation

For the last several years, inflation has been relatively low and, therefore, has had minimal impact on our results of operations and financial condition.

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Liquidity and Capital Resources

At September 30, 2019, our capital structure, including common stock equity, long-term debt, and short-term borrowings under our RCF, consisted of 45.3% common stock equity and 54.7% debt. As of September 30, 2019, we had a balance of $15.6 million in cash and cash equivalents. Based on current projections, we believe that we will have adequate liquidity through our current cash balances, cash from operations, available borrowings under the RCF and, if necessary, debt issuances in the capital markets or, after the closing of the Merger, an equity commitment from the Parent to meet all of our anticipated cash requirements for working capital and construction programs during the next twelve months. Prior to closing the Merger Agreement, the Company can incur additional indebtedness up to $200 million (excluding borrowings up to the existing borrowing capacity of the RCF), without written consent from the Parent; however, we cannot issue shares of common stock without the prior written consent of Parent. As discussed below, we have the necessary regulatory approvals to issue long-term debt and equity in the capital markets.

Our principal liquidity requirements in the near-term are expected to consist of capital expenditures to expand and support electric service obligations, expenditures for nuclear fuel inventory, interest payments on our indebtedness, cash dividend payments, operating expenses including fuel costs, maintenance costs, taxes, and strategic transaction costs related to the Merger.

Capital Requirements. During the nine months ended September 30, 2019, our primary capital requirements were related to the construction and purchase of electric utility plant, payment of common stock dividends and purchases of nuclear fuel. Capital expenditures for new electric utility plant were $160.0 million in the nine months ended September 30, 2019, compared to $171.4 million in the nine months ended September 30, 2018. Capital expenditures for 2019 are expected to be approximately $244 million. Capital requirements for purchases of nuclear fuel were $19.2 million in the nine months ended September 30, 2019 compared to $28.8 million in the nine months ended September 30, 2018.

On September 30, 2019, we paid a quarterly cash dividend of $0.385 per share, or $15.7 million, to shareholders of record as of the close of business on September 16, 2019. We paid a total of $46.0 million in cash dividends during the nine months ended September 30, 2019. On October 17, 2019, the Board of Directors declared a quarterly cash dividend of $0.385 per share, payable in cash on December 27, 2019, to shareholders of record as of the close of business on December 13. 2019. At the current dividend rate, we expect to pay cash dividends of approximately $61.7 million during 2019. Under the Merger Agreement, the Company may not declare or pay dividends or distributions on shares of common stock in an amount in excess of $0.385 per share for quarterly dividends declared before June 1, 2020 and $0.41 per share for quarterly dividends declared on or after June 1, 2020. Shareholders will continue to be entitled to receive any quarterly cash dividends, including a "stub period" dividend with respect to the period between the last quarterly dividend paid by the Company and the closing of the Merger.

We expect to continue to maintain a prudent level of liquidity and monitor market conditions for debt and equity securities. Our liquidity needs can fluctuate quickly based on fuel prices and other factors and we are continuing to make investments in new electric plant and other assets in order to reliably serve our customers.

Our cash requirements for federal and state income taxes vary from year to year based on taxable income, which is influenced by the timing of revenues and expenses recognized for income tax purposes. The following summary describes the major impacts of the TCJA on our liquidity.

The TCJA discontinued bonus depreciation for regulated utilities, which reduced tax deductions previously available to us beginning in 2018. The decrease in tax deductions results in the utilization of our net operating loss carryforwards ("NOL carryforwards") and other carryforwards approximately one year earlier than previously anticipated and is expected to result in higher income tax payments beginning in 2020, after the full utilization of NOL and other carryforwards. However, due to the lower federal corporate income tax rate enacted by the TCJA, our future federal corporate income tax payments will be made at the reduced rate of 21%. Due to NOL carryforwards, minimal tax payments are expected for 2019, which are mostly related to state income taxes.

The effect of the TCJA on our rates is beneficial to our customers. Following the enactment of the TCJA and the reduction of the federal corporate income tax rate, revenues collected from our customers in 2018 were reduced by $28.2 million, which negatively impacted our cash flows. A comparable amount is expected during 2019.

We continually evaluate our funding requirements related to our retirement plans, other post-retirement benefit plans and the NDT. During the nine months ended September 30, 2019, we contributed $8.8 million and $0.5 million to our retirement plans and other post-retirement benefits plan, respectively, and $1.6 million to the NDT. We are in compliance with the funding requirements of the federal government for our benefit plans. In addition, with respect to our nuclear plant decommissioning trust, we are in compliance with the funding requirements of the federal law and the ANPP Participation Agreement. We will continue to review our funding for these plans in order to meet our future obligations.

Capital Resources. Cash provided by operations, $191.0 million for the nine months ended September 30, 2019 and $221.5

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million for the nine months ended September 30, 2018, is a significant source for funding capital requirements. A component of cash flows from operations is the change in net over-collection and under-collection of fuel revenues. The difference between fuel revenues collected and fuel expense incurred is deferred to be either refunded (over-recoveries) or surcharged (under-recoveries) to customers in the future. During the nine months ended September 30, 2019, we had fuel over-recoveries of $3.3 million compared to over-recoveries of fuel costs of $3.7 million during the nine months ended September 30, 2018. At September 30, 2019, we had a net fuel over-recovery balance of $14.4 million, including over-recoveries of $14.1 million in our Texas, $0.2 million in our New Mexico and $0.1 million in our FERC jurisdictions. On April 29, 2019, the Company filed a petition with the PUCT, which was assigned PUCT Docket No. 49482, requesting authority to implement, beginning on June 1, 2019, a four-month, interim fuel refund of $19.4 million in fuel cost over-recoveries, including interest, for the period from April 2016 through March 2019. On May 30, 2019, the Company's fuel refund credit was approved on an interim basis. The Company implemented the fuel refund in customer bills on June 1, 2019. On September 27, 2019, the PUCT issued a final order approving the fuel refund credits. The fuel refund was completed on September 30, 2019, with a total fuel refund of $20.1 million, including interest, returned to Texas customers. On September 13, 2019, the Company filed a request with the PUCT, which was assigned PUCT Docket No. 49960, to decrease our Texas fixed fuel factor by approximately 12.2% to reflect decreased fuel expenses primarily related to a decrease in the price of natural gas used to generate power. On September 25, 2019, our fixed fuel factor was approved by the PUCT on an interim basis effective for the first billing cycle of the October 2019 billing month. The Texas fixed fuel factor was determined to be final on October 15, 2019, and will continue until changed by the PUCT.

We received approval from the NMPRC on October 7, 2015, to guarantee the issuance of up to $65.0 million of long-term debt by the RGRT to finance future purchases of nuclear fuel and to refinance existing nuclear fuel debt obligations. We received additional approval from the NMPRC on October 4, 2017, to amend and extend the RCF, issue up to $350.0 million in long-term debt and to redeem and refinance the $63.5 million aggregate principal amount of 2009 Series A 7.25% PCBs and the $37.1 million aggregate principal amount of 2009 Series B 7.25% PCBs. The NMPRC approval to issue up to $350.0 million in long-term debt supersedes its prior approval. We received approval from the FERC on October 31, 2017, to issue up to $350.0 million in long-term debt, to guarantee the issuance of up to $65.0 million of long-term debt by the RGRT, and to continue to utilize our existing RCF with the ability to amend and extend the RCF at a future date, and to redeem, refinance and/or replace the 2009 Series A 7.25% PCBs and 2009 Series B 7.25% PCBs with debt of equal face value. The authorization approved by the FERC was effective from November 15, 2017 through November 14, 2019, and superseded its prior approvals. On March 27, 2019, the NMPRC issued a final order approving the Company's request to issue shares of common stock, including the reissuance of treasury shares, in an amount up to $200.0 million in one or more transactions. On April 18, 2019, the Company received approval from the FERC to issue shares of common stock, including the reissuance of treasury shares, in an amount up to $200.0 million in one or more transactions; to utilize the existing RCF for short-term borrowings not to exceed $400.0 million at any one time; to issue up to $225.0 million in new long-term debt; and to remarket the $63.5 million aggregate principal amount of 2009 Series A 7.25% PCBs and the $37.1 million aggregate principal amount of 2009 Series B 7.25% PCBs in the form of replacement bonds or senior notes of equivalent value, not to exceed $100.6 million. The authorization approved by the FERC is effective from April 18, 2019 through April 18, 2021, and supersedes its prior approvals.

Under these authorizations, on June 28, 2018, the Company issued $125.0 million in aggregate principal amount of 4.22% Senior Notes due August 15, 2028, and guaranteed the issuance by the RGRT of $65.0 million in aggregate principal amount of 4.07% Senior Guaranteed Notes due August 15, 2025. The net proceeds from the sale of these senior notes were used to repay outstanding short-term borrowings under the RCF, which included borrowings made for working capital, general corporate purposes and the purchase of nuclear fuel. Also, under these authorizations, on September 13, 2018, the Company and RGRT entered into a third amended and restated credit agreement where we have available a $350.0 million RCF with a term ending on September 13, 2023. We may increase the RCF by up to $50.0 million (to a total of $400.0 million) during the term of the RCF, upon the satisfaction of certain conditions more fully set forth in the agreement, including obtaining commitments from lenders or third party financial institutions. In addition, we may extend the maturity date of the RCF up to two times, in each case for an additional one-year period upon the satisfaction of certain conditions. On February 1, 2019, the Company purchased in lieu of redemption all of the 2009 Series A 7.25% PCBs utilizing funds borrowed under the RCF. On April 1, 2019, the Company purchased in lieu of redemption all of the 2009 Series B 7.25% PCBs utilizing funds borrowed under the RCF. On May 22, 2019, the Company reoffered and sold $63.5 million aggregate principal amount of 2009 Series A 7.25% PCBs and $37.1 million aggregate principal amount of 2009 Series B 7.25% PCBs with a fixed interest rate of 3.60% per annum until the bonds mature on February 1, 2040, and April 1, 2040, respectively. The bonds are subject to optional redemption at a redemption price of par on or after June 1, 2029. Proceeds from the remarketing of the bonds were primarily used to repay outstanding short-term borrowings under the RCF.

The Merger would constitute a "Change in Control" under the RCF and the consummation of the Merger would result in an event of default under the RCF. On and subject to the terms and conditions of the Merger Agreement, the Company requested that the lenders under the RCF consent to the Merger and waive any default or event of default that would occur as a result of the Merger. On August 9, 2019, the lenders agreed to such consent and waiver.

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We maintain the RCF for working capital and general corporate purposes and financing of nuclear fuel through the RGRT. The RGRT, the trust through which we finance our portion of nuclear fuel for Palo Verde, is consolidated in our financial statements. The total amount borrowed for nuclear fuel by the RGRT, excluding debt issuance costs, was $132.8 million at September 30, 2019, of which $22.8 million had been borrowed under the RCF, and $110.0 million was borrowed through the issuance of senior notes. Borrowings by the RGRT for nuclear fuel, excluding debt issuance costs, were $129.4 million as of September 30, 2018, of which $19.4 million had been borrowed under the RCF and $110.0 million was borrowed through the issuance of senior notes. Interest costs on borrowings to finance nuclear fuel are accumulated by the RGRT and charged to us as fuel is consumed and recovered through fuel recovery charges. At September 30, 2019, $77.0 million was outstanding under the RCF for working capital and general corporate purposes. At September 30, 2018, no borrowings were outstanding under the RCF for working capital and general corporate purposes. Total aggregate borrowings under the RCF at September 30, 2019, were $99.8 million with an additional $250.0 million available to borrow.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk due to changes in interest rates, equity prices and commodity prices. See the 2018 Form 10-K, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," for a complete discussion of the market risks we face and our market risk sensitive assets and liabilities. As of September 30, 2019, there have been no material changes in the market risks we face or the fair values of assets and liabilities disclosed in Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," in the 2018 Form 10-K.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures. Under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, we conducted an evaluation pursuant to Rule 13a-15(b) under the Exchange Act of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act. Based on that evaluation, our chief executive officer and our chief financial officer concluded that, as of September 30, 2019, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the Company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and such information is accumulated and communicated to management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding disclosure.

Changes in internal control over financial reporting. In August 2019, the Company replaced its existing human resource and payroll management system. Throughout the system implementation the Company considered system impact on internal controls and procedures and concluded that the implementation resulted in no material changes in our internal controls over financial reporting. In addition, there were no changes in our internal control over financial reporting in connection with the evaluation required by paragraph (d) of the Exchange Act Rules 13a-15 or 15d-15, that occurred during the quarter ended September 30, 2019, that materially affected, or that were reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We hereby incorporate by reference the information set forth in Part I of this report under Notes D and J of the Notes to Financial Statements.

Item 1A. Risk Factors

Our 2018 Form 10-K and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, along with our other filings with the SEC, include a detailed discussion of our risk factors.

Item 5. Other Information

Investors should note that we announce material financial information in SEC filings, press releases and, in some cases, public conference calls. Based on guidance from the SEC, we may also use the Investor Relations section of our website (www.epelectric.com) to communicate with investors about our company. It is possible that the financial and other information we post there could be deemed to be material information. The information on our website is not part of this document.

Item 6. Exhibits

Exhibit Number	Exhibit
4.01	Consent and Waiver, dated as of August 9, 2019, in connection with the Third Amended and Restated Credit Agreement, dated as of September 13, 2018, among the Company and The Bank of New York Mellon Trust Company, N.A., as trustee of the Rio Grande Resources Trust II.
†10.01	Form of Restricted Stock Award Agreement between the Company and Mary E. Kipp, former Chief Executive Officer of the Company, dated July 31, 2019.
15	Letter re Unaudited Interim Financial Information
31.01	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.01	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Linkbase Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	The cover page from the Company's Quarterly Report on Form 10-Q for the three months ended September 30, 2019, has been formatted in Inline XBRL.
†	Management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements 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.

	EL PASO ELECTRIC COMPANY
By:	/s/ NATHAN T. HIRSCHI
	Nathan T. Hirschi
	Senior Vice President - Chief Financial Officer
	(Duly Authorized Officer and Principal Financial Officer)

Dated: November 7, 2019

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