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May 14, 2019 Filed Electronically National Energy Board Suite 210, 517 Tenth Avenue SW Calgary, AB T2R 0A8

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May 14, 2019 Filed Electronically National Energy Board Suite 210, 517 Tenth Avenue SW Calgary, AB T2R 0A8 450 – 1 Street SW Calgary, Alberta T2P 5H1 Tel: (403) 920-2603 Fax: (403) 920-2347 Email: [email protected] May 14, 2019 Filed Electronically National Energy Board Suite 210, 517 Tenth Avenue SW Calgary, AB T2R 0A8 Attention: Ms. Sheri Young, Secretary of the Board Dear Ms. Young: Re: Great Lakes Pipeline Canada Ltd. (GLC) Financial Resources Plan File: OF-Gen-06 FRR On February 15, 2019,1 the National Energy Board (NEB or Board) directed all gas and non-major oil companies regulated under the National Energy Board Act (the NEB Act) to file an assessment of their Absolute Liability Limits by March 8, 2019,2 and for all gas companies to file a Financial Resources Plan by May 14, 2019, in accordance with the Pipeline Financial Requirements Regulations (Regulations) and the Pipeline Financial Requirements Guidelines issued on March 29, 2019.3 In response to the Board’s direction, GLC encloses its Financial Resources Plan. The attached information confirms that GLC has access to financial resources in excess of the minimum requirements under the Regulations. If the Board requires additional information regarding this filing, please contact me by phone at 403-920-2603 or by email at [email protected]. Yours truly, Great Lakes Pipeline Canada Ltd. Original signed by Bernard Pelletier Director, Regulatory Tolls and Tariffs Canadian Natural Gas Pipelines Enclosure 1 Board Letter to all Pipeline Companies regulated under the NEB Act and all Interested Persons: Draft Pipeline Financial Requirements Guidelines, and Implementation of Financial Resource Requirements, dated February 15, 2019. 2 GLC filed its assessment of its Absolute Liability Limits on March 8, 2019. (NEB Filing ID: A98242-1) 3 Board Letter to all Pipeline Companies regulated under the NEB Act and all Interested Persons: Pipeline Financial Requirements Guidelines, and Implementation of Financial Resource Requirements, dated March 29, 2019. Great Lakes Pipeline Canada Ltd. Financial Resources Plan 1.0 FINANCIAL RESOURCES PLAN Bill C-46, the Pipeline Safety Act amended the National Energy Board Act (the NEB Act) to add absolute liability limits and financial resource requirements. As a result, the NEB Act requires an authorized company operating a pipeline to maintain a minimum level of financial resources equal to its absolute liability limit in the event of an unintended or uncontrolled release from the pipeline. In its letter dated February 15, 2019,1 the National Energy Board (NEB or Board) directed all companies who have not yet done so to submit a financial resources plan for assessment as it relates to the financial resource requirements in the NEB Act (Financial Resources Plan). In accordance with the Pipeline Financial Requirements Regulations (Regulations) and the Board’s Pipeline Financial Requirements Guidelines (Guidelines), the Financial Resources Plan for Great Lakes Pipeline Canada Ltd. (GLC) is outlined below and describes the types and amount of financial resources available, key terms and timing of access in order to respond to an unintended or uncontrolled release from its pipelines. GLC is a “company” as that term is defined in the NEB Act. GLC transports gas to and from a point located on the international border between Canada and the United States below the St. Clair River, where the Facilities interconnect to those of Great Lakes Gas Transmission Limited Partnership (GLGT) into Ontario near Dawn. The GLC system is subject to federal jurisdiction and regulation by the Board. GLC is a wholly-owned subsidiary of TransCanada PipeLines Limited (TransCanada) which in turn, is a wholly-owned subsidiary of TC Energy Corporation (TC Energy).2 TransCanada operates the GLC system pursuant to an operating agreement between TransCanada and GLC. GLC is the authorization holder for the GLC system. GLC is a Gas Class 1 Company based on an absolute liability limit assessment submitted on March 8, 2019,3 and is therefore required to maintain $200 million in financial resources. The GLC Financial Resources Plan is outlined in Table 1 and demonstrates the required financial resources of $200 million; consisting of a parental guarantee for $100 million by its parent, TransCanada (Parental Guarantee), and $100 million in insurance through access to TC Energy’s general liability insurance program. 1 NEB Letter to all Pipeline Companies regulated under the NEB Act and all Interested Persons: Draft Pipeline Financial Requirements Guidelines, and Implementation of Financial Resource Requirements, dated February 15, 2019. 2 On May 3, 2019, TransCanada Corporation filed articles of amendment to change its name to TC Energy. 3 NEB Filing ID: A98242-1. May 14, 2019 Page 1 of 5 Great Lakes Pipeline Canada Ltd. Financial Resources Plan This submission includes the following attachments; (i) a corporate structure diagram (Appendix 1), (ii) a draft form of the Parental Guarantee (Appendix 2), (iii) an insurance certificate (Appendix 3) to which GLC is a named insured up to an amount in excess of the $100 million required to be maintained as a financial resource, (iv) TransCanada’s financial statements (Appendix 4) and (v) TransCanada’s most recent credit rating reports (Appendix 5). Table 1: Financial Resources Plan Authorization Holder Name: Great Lakes Pipeline Canada Ltd. Capacity Risk Gas Class 1 Value: Absolute Liability $200,000.000 Limit: Timing of Access As at Parent Company Authorization (business December 31, 2018 (TransCanada) Holder (GLC) Total days) Cash $362,000,000 $0 $362,000,000 1 Lines of Credit $3,600,000,0001 $0 $3,600,000,0001 1-3 (undrawn portion) Commercial Paper $4,010,000,0001 $0 $4,010,000,0001 Same Day (undrawn portion of program) Parent/Affiliate $100,000,000 $100,000,000 5 Guarantees (from TransCanada to GLC)2 Total short-term, $7,972,000,000 $100,000,000 $8,072,000,000 accessible within five business days Insurance > $100,000,0003 > $100,000,000 > $100,000,000 N/A4 Total Other > $100,000,000 > $100,000,000 > $100,000,000 Notes: 1. TransCanada either directly or as co-borrower maintains $10,150 million of committed credit facilities, a portion of which is reserved to backstop $6,550 million of commercial paper programs of which $2,540 million was utilized at December 31, 2018. All U.S. dollar amounts have been converted using an exchange rate of 1.30 USD/CAD. 2. Table 1 has been modified from that provided in the Board's Guidelines to include the Parental Guarantee within the Total short-term accessible within five business days section as the Parental Guarantee is available within five business days. 3. TransCanada, through the TC Energy general liability policy, maintains insurance well in excess of the amount identified to which is also available to GLC. 4. The general liability policy is indemnity based, which is normal and customary. Indemnity based policies act to reimburse the insured for covered losses only after it first funds claims. Page 2 of 5 May 14, 2019 Great Lakes Pipeline Canada Ltd. Financial Resources Plan 1.1 Parental Guarantee TransCanada is prepared to issue the Parental Guarantee to GLC for $100 million to provide for an explicit mechanism for access to the funds for the purposes of the Financial Resources Plan outlined in Table 1. Access to funds under the Parental Guarantee will be readily available within five business days, such that the GLC Financial Resources Plan will have more than the minimum required readily accessible portion required of $10 million or 5% of the total absolute liability limit. The Parental Guarantee has been drafted in accordance with the Guidelines. The key terms of the agreement are summarized as follows: • TransCanada will provide GLC with unconditional, on-demand access to funds. • TransCanada will provide funds within five business days of written demand from GLC. • The guarantee will be irrevocable, non-transferrable and non-assignable, except with prior written approval of the Board or any successor administrative body. • The guarantee will not allow termination, amendment, or modification, except with prior written approval of the Board or any successor administrative body. • The guarantee will remain in force unless the Board or any successor administrative body has granted approval to terminate the guarantee or granted approval of alternative types of financial resources. • The Board will be served notice of event of default within two business days. A draft Parental Guarantee is included in Appendix 2. 1.2 Insurance Coverage TC Energy has general liability insurance that provides coverage for liabilities that may arise from the GLC system including sudden and accidental pollution coverage. The general liability policy is indemnity based, which is normal and customary. Indemnity based policies act to reimburse the insured for covered losses after expenditures are first made by the insured. However, in the event of a release, insurers will be put on notice of potential claims within 24 hours. The policy covers liabilities that may arise as a result of the operational and maintenance activities of the pipeline, meter and compressor station facilities. The policy would also respond to the legal liability for third party claims, clean-up and remediation costs. TC Energy’s general liability insurance program includes GLC as a named insured and is made up of multiple layers of insurance in an amount in excess of US$500 million. While GLC has access to more than $100 million in insurance, it only relies on $100 million as part of its Financial Resources Plan. May 14, 2019 Page 3 of 5 Great Lakes Pipeline Canada Ltd. Financial Resources Plan An insurance policy is a commercially negotiated agreement and is influenced by market conditions at the time of placement. The availability and terms of coverage such as exclusions will be negotiated as part of the insurance renewal process. Insurance limits would temporarily erode due to a specific claim or claims within a policy year, but would be reinstated for the balance of the insurance year to the extent available.
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