Thank you for your patience. This is the conference operator. Welcome to the TC Energy First Quarter 2024 Financial Results Conference Call. All participants are in listen-only mode and the conference is being recorded. After the presentation, there will be an opportunity for questions. I will now hand the call over to Gavin Wylie, Vice President, Investor Relations. Please proceed.

Thanks very much, and good morning. I'd like to welcome you to TC Energy's 2024 first quarter conference call. Joining me are Francois Poirier, President and Chief Executive Officer; Joel Hunter, Executive Vice President and Chief Financial Officer, along with other members of our senior leadership team. Francois and Joel will begin today with some comments on our financial results and operational highlights. A copy of the slide presentation that will accompany their remarks is available on our website under the Investors section. Following their remarks, we'll take questions from the investment community. We ask that you limit yourself to two questions, and if you're a member of the media, please contact our media team. Before Francois begins, I'd like to remind you that today's remarks will include forward-looking statements that are subject to important risks and uncertainties. For more information, please see the reports filed by TC Energy with the Canadian Securities Regulators and with the US Securities Exchange Commission. Finally, during the presentation, we'll refer to certain non-GAAP measures that may not be comparable to similar measures presented by other entities. These measures are used to provide additional information on TC Energy's operating performance, liquidity, and its ability to generate funds to finance its operations. A reconciliation of various GAAP and non-GAAP measures is contained in the appendix of the presentation. With that, I'll turn the call over to Francois.

Thanks, Gavin, and good morning, everyone. We set out with three clearly defined priorities for 2024 that focus on maximizing the value of our assets, project execution, and enhancing our balance sheet strength, and I'm pleased to report that we continue to deliver on all of these commitments. We saw another quarter of record earnings, with comparable EBITDA up 11% compared to the first quarter of last year. With a relentless focus on safety and operational excellence, the company saw high availability and utilization across our asset base, including multiple first quarter all-time records. Our secured capital program continues to progress on plan, and we are tracking the cost and schedule with our major projects, Southeast Gateway and the Bruce Power Unit 3 MCR. In March of 2024, the U.S. $300 million Gillis Access project was placed into service with a bill multiple of approximately 6 times. This greenfield pipeline system connects gas production sources from the Gillis hub to downstream markets in southeast Louisiana. Gillis, along with projects on our NGTL system mean that we've placed approximately $1 billion of projects into service so far this year, largely on budget. Additionally, $200 million of maintenance capital was placed into service over the quarter. We continue to execute against our $3 billion asset divestiture program with the recent sale of PNGTS for expected pre-tax proceeds of approximately Canadian $1.1 billion, which includes the assumption by the purchaser of U.S. $250 million of senior notes outstanding at PNGTS. We also continue to progress the proposed spinoff of South Bow. As you saw a couple of weeks ago, we released our management information circular and the shareholder vote is scheduled for June 4th. Finally, we're pleased to announce Sean O’Donnell as our Incoming Executive Vice President and Chief Financial Officer effective May 15th following Joel's decision to pursue another opportunity. We're grateful for Joel's 26 years with TC Energy and the incredible impact he has made on the company. And I'll reserve a few more thank you’s for Joel in my closing remarks. As for Sean, he joined TC Energy six months ago as part of our succession planning and brings 30 years of invaluable energy industry experience, including past roles as CFO. This, paired with his tenure in corporate finance and private equity, aligns directly with our clear set of strategic priorities. In Mexico, we continue to achieve milestones in the construction of Southeast Gateway. The total offshore pipe installation is now over 70% complete. The offshore portion represents about 670 kilometers of the total 715 kilometers of pipeline length. Onshore, all critical permits for construction have been obtained, and we have completed construction on all three landfall sites. Importantly, the project continues to track schedule and expected cost of U.S. $4.5 billion. Continued high utilizations across our integrated natural gas system in the first quarter reflect continued demand growth for natural gas in the markets we serve. Total NGTL system deliveries in Canada averaged 15.3 Bcf a day, with a new daily record high of 17.3 Bcf achieved in January. In the U.S., daily average flows of 30 Bcf were up 5% compared to the first quarter of last year. Once again, various pipelines achieved record throughput volumes, including in our Columbia Gas, Columbia Gulf, and Great Lakes systems. Natural gas demand growth is continuing, empowering the U.S. as electricity demand grows. 2023 was a record year for power burn across the U.S. and that strength is continuing into 2024. Mirroring that, our assets continue to support the record demand, and we set a first quarter record for deliveries to power generators of 2.9 Bcf per day, up 11% versus the first quarter of 2023. New growth drivers like data centers will help continue that positive growth momentum. In Mexico, average daily throughput was nearly 3.0 Bcf per day, up 13% versus the first quarter of last year. In our power business, our power assets were available to deliver power when it was needed most resulting in an increase to comparable EBITDA of 14% versus the first quarter of last year. As you all know, Bruce Power produces 30% of the electricity in Ontario. And Bruce met continued demand in the first quarter by providing and delivering availability of 92%. We continue to expect average availability in the low 90s percent range for 2024, which is a significant and gradual improvement over the last decade or so. The Bruce Power major component replacement program to extend the asset life for the next 40 years continues to progress on plan. Unit 3 is tracking cost and schedule, and Unit 4 received the ISOs approval to begin in early 2025. Our Alberta cogeneration fleet also delivered strong performance and reliability in the quarter with overall portfolio availability of 98.7%. There continues to be strong demand for our transportation service in our liquids business, and Keystone is meeting this demand, achieving 96% operational reliability in the first quarter. This operational strength supported a 28% increase in comparable EBITDA as compared to the first quarter of last year. Turning to South Bow and the proposed spin-off of the liquids pipeline business, Bevin and the South Bow team continue to make meaningful progress towards the South Bow business, transitioning to a standalone public company. We are confident we will have a successful launch of an independent South Bow in late Q3 or Q4 of this year. We do not anticipate any material dis-synergies related to South Bow as the liquids business was operated mostly as a standalone business within the broader TC Energy and we intend to offset any potential dis-synergies in the year in which they would have otherwise been incurred. Further, the team plans to develop the Blackrod Connection project. This project is expected to underwrite a meaningful portion of South Bow's near-term comparable EBITDA growth targets. We issued our Management Information Circular on April 16, and you may have seen that leading proxy advisor, ISS, has come out with a supportive recommendation for the transaction. As described in the circular, favorable tax rulings have now been received in both Canada and the U.S. Our 2024 annual and special meeting will be held on June 4. I hope you take the time to look at the information in the circular and on our website to support your voting decision. Now, I'll turn the call over to Joel.

Thanks, Francois, and good morning. Exceptional operational performance during the first three months of the year delivered 11% year-over-year growth in comparable EBITDA. As Francois mentioned, we saw strong year-over-year increases across all of our business units, including a 14% increase in power and energy solutions, driven by increased availability, and in our liquids business, a 28% increase in comparable EBITDA driven by higher utilizations on both the Keystone and Marketlink systems. We also delivered a 4% increase in quarterly comparable earnings relative to Q1 of last year. This largely resulted from increased comparable EBITDA, partially offset by higher net income attributable to non-controlling interests following the Columbia sale in 2023, and higher interest expense primarily due to long-term debt issuances, net of maturities, partially offset by reduced levels of short-term borrowings and higher capitalized interest. We reaffirm our outlook for 2024, which does not take into consideration the proposed liquids pipeline spinoff. As a reminder, in 2024, we expect comparable EBITDA to be between $11.2 billion and $11.5 billion. This growth is primarily driven by an increase in the NGTL system, the full-year impact of projects placed into service last year, and approximately $7 billion of new projects expected to be placed into service this year. As a reminder, the $7 billion includes Coastal GasLink, which is expected to be placed into commercial in-service later this year. At the end of April, we placed approximately $1 billion of projects into service, including Gillis Access and the Columbia Gas Virginia Electrification project. Comparable earnings per common share is expected to be lower than 2023, largely due to higher net income attributable to non-controlling interests related to the Columbia sale. Total net capital expenditures for this year are expected to be approximately $8 billion to $8.5 billion. We continue to actively manage our fixed floating interest rate mix, which helps to insulate us from rising rates. Approximately 92% of our debt is fixed with an average term to maturity of approximately 17 years and a pre-tax weighted average coupon of approximately 5.3%. We are making progress towards our asset divestiture program with the announced sale of PNGTS, which will put us over a third of the way towards our $3 billion target for 2024. This transaction implies a valuation multiple of approximately 11 times 2023 comparable EBITDA. We remain committed to achieving our 4.75 times debt to EBITDA target in 2024, the upper limit to which we will manage to and expect to announce incremental asset sales in the coming months. Related to the liquids spin-off, shareholders of TC Energy as of the distribution record date established for the spin-off will receive one new TC common share and 0.2 South Bow common shares in exchange for each TC common share. As highlighted on this slide, dividends are expected to remain whole following the liquids spin-off. In addition, we expect to have the capital structure in place prior to the spin-off, subject to a successful shareholder vote on June 4. Anticipated proceeds from the senior and subordinated debt issued at South Bow were used to repay approximately $7.9 billion of TC Energy debt and help meet future funding requirements. Our longstanding value proposition sets the foundation for continued operational and financial strength, insulating us well from volatility we see in the broader market. Our stable, low-risk business model and highly utilized asset portfolio provide stability in our comparable EBITDA and cash flows. TC Energy's Board of Directors has declared a second-quarter 2024 dividend of $0.96 common share, which is equivalent to $3.84 per share on an annual basis. As we look ahead, both TC Energy and South Bow are expected to maximize respective value propositions in a manner that will benefit shareholders for years to come. I've had a great career here at TC Energy. As you know, I'm moving on to a new opportunity, but I am truly grateful for my time with the company. TC Energy has been a great place to work, and I appreciate everything I've been able to accomplish during my time here. As Francois mentioned, effective May 15, Sean O'Donnell will step into the role of Executive Vice-President and Chief Financial Officer, and I'll remain part of the team as an Executive Advisor until my last day on July 1 to support a seamless transition. TC Energy is in good hands with Sean, who has a tremendous amount of experience in the energy industry and expertise across North America. Now, with that, I'll pass the call over to Sean for a few words.

Thanks, Joel, and good morning, everyone. As I've mentioned to many of our stakeholders over the past several weeks, I am very excited for the opportunity to succeed you as the next CFO of TC. For our shareholders, I want to highlight that I, like Joel, will be focused on the continued successful execution of the 2024 strategic priorities that Francois detailed earlier. I look forward to connecting in person with as many shareholders as possible over the coming months. But for now, I'll turn the call back over to Francois for his closing remarks.

Thanks, Sean. I'm happy to share that we've once again delivered record results, supported by our relentless focus on safety and operational excellence. Our priorities for this year are very clear. First, continue to maximize the value of our assets through safety and operational excellence. Second, remaining focused on project execution, delivering our projects on time and on budget, including Southeast Gateway and Bruce Power's Unit 3 MCR. And third, we will continue on our path to achieving and sustaining our 4.75 debt to EBITDA upper limit by the end of the year by advancing our divestiture program and continuing to streamline our business through efficiency efforts. Before I turn it over to the operator, I would like to take a moment to thank Joel for his contributions to TC Energy over his 26 years with the company. Joel, you've been a valued member of the TC Energy team. I know you share our passion and commitment to the strategic path we're on, and I look forward to working with you until mid-year. Also, on behalf of the entire team, we wish you the best in your next opportunity. I'll now turn the call back to the operator for questions.

Thank you. We will now begin the question-and-answer session. Our first question comes from Ben Pham of BMO. Please go ahead.

Hi, thanks. Good Morning. Let me start off on asset sales. You mentioned potential additional asset sales in the coming months. Can you talk about whether anything has changed with respect to the buyer interest? Does the federal budget change perhaps alter some of the discussions on the NGTL and the federal loan guarantee for First Nations? And then does a CFE purchase that you've disclosed, is that going to be included in that $3 billion target?

Hi, Ben. It's Francois. Thanks very much for the question. Things have been progressing very well on all fronts of our divestiture program. I can report that, yes, the CFE's purchase of an equity interest in TGNH is included in that number. I can report that the CFE has received all approvals for its investment. They have secured the funds, and we are in the final throes of negotiating documentation, and we can expect to receive proceeds in exchange for an approximately 15% interest perhaps as early as next week. I will remind everyone that this transaction was negotiated at the outset of the Southeast Gateway sanctioning and consideration provided by CFE includes not only cash but also assets in kind, as well as them agreeing to take on certain risks disproportionately around land acquisition and permitting, as well as a disproportionate percentage of cost overruns by virtue of them taking on 50% of those with only a minority interest in TGNH. So, we're very optimistic about that occurring as early as next week. On other asset sales, we're focusing on Canada. In the nearer term, the budget does not have any impact on our ability to proceed, nor have we seen any impact on prospective valuations. We have a couple of processes that are reasonably well-advanced in Canada, and we could expect to announce additional divestitures in the second quarter if progress continues on the positive path it is on. Beyond that, we continue to focus on other divestiture opportunities to progress our divestiture plans and deleveraging plans, whether it's in Mexico, where we are in conversations with a number of parties. We're also exploring a potential alternative, as well as a number of other smaller assets in our portfolio. So, we're very confident in the $3 billion number and we look forward to announcing more positive progress over the coming months.

Okay. Thank you, Francois. I'll get back in the queue.

Our next question comes from Rob Hope of Scotiabank. Please go ahead.

Good morning. I want to ask a question regarding increasing power demand driving increasing gas demand, which you noted in your prepared remarks. How are you seeing this kind of manifest itself across your system and what opportunities does it provide in both your gas and pipeline, or gas pipeline and power business? And, I guess, as a kind of an offset there, could we see renewed interest in additional power investments on a longer-term basis? And what does this mean for the Ontario storage project?

Good morning, Rob. This is Stan. I will start and then pass it over to Annesley. I want to make sure that you all have a proper appreciation for the really strong growth story that's going on right now. Due to the operational excellence that our teams have demonstrated, we're seeing record deliveries across all of our jurisdictions. In Canada, flows on the NGTL system are up 5% quarter-over-quarter, including strong deliveries not only to power generators, but also within the oil sands. In Mexico, our flows are up 13% quarter-over-quarter, led by higher volumes on both our Sur de Texas system and the Topolobampo system. And similarly, across the U.S., our throughput was up 5% quarter-over-quarter, with new record deliveries to power generators leading the way. Our power generation deliveries were up over 11% quarter-over-quarter. In fact, over the past six months, six of our 13 pipelines in the U.S. set new record peak day deliveries, again, just showing the demand for the assets that we have, and we're well-positioned to continue to capture that growth with projects like our Heartland Project on the ANR system that we announced last quarter. Somebody's probably going to ask you about data centers in particular, so it's probably a good time to bring that up right now. We do see a meaningful load in growth opportunity and increased demand in coming years due to data centers. When we look and do the math, we think somewhere between 6 Bcf to 8 Bcf of increased gas demand between now and 2030 is more than reasonable. But there are also higher forecasts out there that exceed 10 Bcf a day. Reliability requirements associated with data centers are also driving increased depreciation for the role that natural gas is going to play in supporting those loads as well. We believe that much of the data center load is likely to materialize behind LDCs, as opposed to be directly connected to our mainline pipes. And given that, and given our best-in-class pipeline footprint, which happens to connect to eight of the 10 largest LDCs across the U.S., it's just a reinforcement of our strategy to increase connectivity with LDCs via both permittable, constructable, and quarter expansions with long-term take-or-pay contracts, particularly in data center-hungry areas like Virginia and Wisconsin. So, if you notice, the disproportionate amount of the projects that we announced over the past couple of quarters are in those two states, and that's why.

Thanks, Stan. So, I'll speak to the power part of your question, Rob. Our power and energy solution strategy really remains for the near term to focus our investment in nuclear and pumped hydro. We have continued great opportunities through our investment in Bruce Power to deploy capital dollars. Nuclear is base load generation that will continue to support the grid. And then our Ontario Pump Storage project, which I think you spoke to specifically, we continue to have really great support from municipalities and local communities. We received just in the last couple of weeks another City Municipal Council vote in support of the project. We also feel really strongly along with our partners that the project will offer Ontario really good socioeconomic benefits, $6.8 billion to the economy in present value terms over the life of the project, 90% of which will benefit Ontario directly, and much of that is in rural communities. That said, as we continue to progress the project, we are very mindful that we will not continue to invest capital dollars without having a cost recovery and commercial framework in place. We're very optimistic. We continue to work with the province, but that is our near-term focus is securing that agreement.

I appreciate that. And then maybe as a follow-up and more broadly, through the years we've seen TC Energy kind of shift capital between its power and pipeline business. Recognized right now on the power side, the focus is on the pump storage as well as nuclear. But in a world where North America is short power in a number of years, if gas power generation can give you good risk-adjusted returns and good contractual backlogs, could we see you reinvigorate your development pipeline on that side of the business?

So, right now, we really are focused in the near term on nuclear and pumped hydro. We're committed to adhering to our $6 billion to $7 billion capital spend commitment. It's not to say that we wouldn't opportunistically look at those opportunities, given exactly what you've described relative to power demand, but it would have to fit within that $6 billion to $7 billion limit.

And what I would add, Rob, it's Francois, is that we've had a couple of assets achieve or reach contract expiry, and we've been able to renew and extend those contracts which, obviously, protects the terminal value of our businesses. The one example I'd point you to is in New Brunswick, our co-gen, we were able to extend that contract, and we've got other assets where we are in very positive conversations with potential customers about extending and entering into new contracts just to continue to perpetuate those cash flows. So the dynamic around natural gas demand and power demand is very positive. That's exactly at the intersection of the strategy for the new TC. We are a gas and power company focusing on growing our gas franchises in all three countries, as well as growing our investment in primarily emission-less power going forward, but also extending the life of our existing natural gas power generation assets.

All right, Thank you. And Joel, all the best in the new role. And Sean, congratulations as well.

Thanks, Rob.

Thank you. Our next question comes from Jeremy Tonet of JPMorgan. Please go ahead.

Hi, good morning.

Good morning, Jeremy.

Joel, I want to wish you best wishes going forward as well. Sean, congratulations. Just wanted to, I guess, start off; it seems like the business continues to kind of perform pretty well and exceeding the expectations again here. And just wondering, I guess, how you see things performing versus Analyst Day expectations at that point and how you think things unfold going forward.

Appreciate the question, Jeremy, and the acknowledgement of the strong performance we've delivered. This is why we have a very short set of priorities in 2024 as we did in 2023, and it begins and ends with strong execution. We are laser-focused on improving the return on invested capital on our existing assets and then delivering on our new projects on time and on budget and essentially delivering the business cases that we brought forward to our Board of Directors, and we are performing exactly on that plan. We reaffirmed our guidance for 2024 prior to giving effect to the spin transaction because the timing could move around plus or minus a month. At $11.2 billion to $11.5 billion in EBITDA, we remain confident and reaffirm that guidance. And there are a lot of things that contribute to where you end up in that band or outside of that band. Asset availability is a critical driver. It's a great opportunity to create upside with no capital. You've seen through the laser focus of our operating groups a huge focus on increasing the availability of our assets. We've talked about that in our prepared remarks in a fair amount of detail. We see that as low-hanging fruit to continue to perform or even beat our expectations. For now, we're going to under-promise and over-deliver and reiterate our guidance as is for the remainder of the year.

Got it. Understood. Thank you for that. And there seems to be some debate in the marketplace with regards to credit rating agencies, and if S&P were to downgrade TRP, just wondering if you could walk us through what type of impact that would have on the company hybrids, et cetera.

I'll provide a couple of overall comments and then pass it on to Sean, who as our SVP of Capital Markets and Planning has been managing the dialogue with the rating agencies. All I will say first off is that we are performing exactly to the plan. We provided all rating agencies in our review last summer in advance of the announced intention to spin our business, and we continue to execute against that plan. But over to you, Sean.

Yes, thanks, Francois. Jeremy, good to be connected. I just want to reiterate as a new voice on the phone, the commitment to these deleveraging plans remain exactly intact. I'm picking up where Joel left off. As it relates to what the agencies are doing back to Francois's comment, we engage with them last summer significantly across their advisory service in developing these plans. They know very well all of the moving parts, and we remain in regular contact with each of the agencies quarterly. We've been on the phone all this week and as interim updates whenever they ask for it for each of our ongoing initiatives. So while I don't believe any company can or should predict what any one agency may or may not do, your specific question about a particular notch downgrade, we've seen some of our peers get downgraded in the last couple of weeks, and the bond market didn't move, but for a basis point. No market reaction whatsoever. I think you have such disparate views across the agencies; investors are just taking their own point of view on it. As it relates to what would be the pricing impact across our complex. The JSNs are pretty far out, right? We've got a call date, but our maturity stack on the JSN doesn't really arrive until 2027. So we've got a lot of time. And importantly, our deleveraging plan that sits with all the agencies shows this 4.75 very stable for the long term. So we feel really good about it and virtually no impact should anything like that happen.

Got it. That's very helpful. Thank you for that.

Our next question comes from Linda Ezergailis of TD Cowen. Please go ahead.

Thank you. I have a two-pronged question. Your Alberta natural gas storage business appears to have outperformed significantly in the quarter. Could you help us understand, maybe a breakdown between that and your lower business development cost to just get a sense of the magnitude of the outperformance? And is there something onetime in nature, or can there be some new emerging opportunities given some of the shifts in market dynamics?

Hi, Linda, it's Annesley. Thanks for the question. So the outperformance in the gas storage business in Q1 was what drove the results there. The impact of the business development costs was much less significant, and the operational outperformance was really a result of us being able to capitalize on the severe weather event that happened in January. So the storage business benefits from the price volatility in the market, and we were able to deliver those results. It isn't something that you would expect to see quarter-over-quarter because it was related to the severe weather event, but we have demonstrated an ability to take advantage of those types of events in the past, and to the extent they were to happen in the future, we would expect the same thing.

Thank you, Annesley. Just as a follow-up, recognizing that this might be somewhat opportunistic and provide a valuable service during some extreme times for the industry. How are you seeing the economics potentially improving for natural gas storage? Is there any contemplation of brownfield or potentially greenfield storage anywhere in your network? And can you comment on how that might become an increasing proportion of your natural gas-related infrastructure opportunities? Or maybe this is also a question for Stan. I don't know.

Yes, I can start, and then I'll pass it over to Stan. I think with respect to the unregulated gas storage business that we have in Canada, our focus is really just to continue to maximize the value of the exceptional assets that we have as part of that business. But, Stan, maybe you want to comment further.

Good morning, Linda. As you know, we're one of the largest storage owner operators in North America and do see a lot of value in storage going forward. In the aggregate, we operate around 650 Bcf of capacity with about 530 Bcf of that here in the U.S. With respect to our storage position in the U.S., high demand for it continues. We're in our eighth consecutive year of having 100% of our storage capacity fully contracted. Our storage is heavily located in our market area, and over 80% of the storage is subscribed by our LDC customers who rely on it as a source of their peak day needs. Maybe a bit in contrast, much of the discussion going on today with respect to new storage is pertaining to locales in the Gulf Coast in response to demand volatility around LNG exports. There are meaningful differences between those types of merchant storage activities versus our more integrated storage approach, with our storage being integrated with our LDC customers that come with long-term contracts that are take-or-pay in nature and have synergies back to the pipeline. So from my perspective when I look at the opportunities going forward, I don't see us chasing these merchant opportunities that do not have synergies or are not integrated with our assets. But I do see us building more storage that complements our best-in-class footprint through either enhancements and drilling new wells to our existing storage footprint, or in some cases, constructing new storage or even LNG peaking facilities as we have operated historically in the eastern part of our system.

Thank you.

Our next question comes from Praneeth Satish of Wells Fargo. Please go ahead.

Thanks. Good morning. If I could switch to South Bow. So you talked about an initial leverage ratio there of 5 times. Has anything changed with respect to your thinking of the capital structure there in light of the higher interest rate environment? And then, secondly, can you comment on any discussions? You mentioned that you're talking to the rating agencies frequently. Any discussions with them as it relates to the creditworthiness of South Bow and what leverage profile would be consistent with investment-grade credit rating?

Excuse me, sorry Praneeth, it's Bevin here. I'll start with your last question. Recently, my CFO, Van Dafoe, and I visited the credit agencies to provide an update on our plan. We've seen business outperformance this past quarter, along with the advancement of the Blackrod project, which is beneficial for our credit profile. This positions us well with the agencies, resulting in an investment-grade rating as we previously committed. Regarding our capital allocation priorities and your comments on interest rates, our first priority is deleveraging, which we believe enhances value for equity investors. We can accelerate this process by allocating capital to Blackrod, a short-cycle project expected to start generating cash flows in early 2026 at the lower end of our EBITDA multiple range of six times. This will help us speed up deleveraging despite the current interest rate environment. Our second priority is organic growth within that EBITDA range. With Blackrod, we are on track to achieve nearly 60% of our targeted EBITDA growth rate that we shared at Investor Day. For discretionary capital, we want to consider share buybacks or potentially increasing the dividend in the long term. Beginning with deleveraging is crucial given the interest rate landscape, and aligning our payout ratios with those of our peers is also important.

Praneeth, it's Joel here. I'll just add on a few comments here. We've been working closely with Bevin's team as well. With the capital structure, it will be across the term spectrum anywhere from three years out to 30 plus years, including junior subordinated notes that will comprise about $1.5 billion of the capital structure. So nothing has changed from where we were last summer. And more importantly in the interest rates, we looked at where we're at today relative to where we were last summer. Actually, the rates are slightly decreased. So again, despite the rise in rates over the last three or four months on an all-in basis, they still remain very favorable to where we were when we first budgeted for this last summer.

Got it. That's helpful. I'm going to go back to the AI theme because it's an interesting one. So there's only, as you know, two pipelines that flow right through the heart of Data Center Valley in Northern Virginia. Columbia is one of them. I mean, I know you touched on it, but can you talk about any discussions you've had with utilities that are coming to you requesting or anticipating more gas in preparation for more load growth? And then if so, how easy do you think it'll be to accommodate this additional demand in terms of expanding your system? Let's say you pick up 1 Bcf to 2 Bcf per day of that plus 6 Bcf to 7 Bcf of incremental gas demand that you quoted. How much can you handle with compression versus new build?

It’s Stan, I appreciate the question. And again, just reiterate, the overall opportunity is probably somewhere around 6 Bcf a day by 2030. When you look at places like Virginia in particular, we do have one data center that we are already serving that is actually tied into our mainline facilities. Again, I think that that's a bit of an anomaly data center growth, either directly contracting with power generation loads or behind the LDC. Our strategy is going to be continue to increase our connectivity with the LDC loads. If you look at some of the annual plans that the LDCs are filing, you're seeing that they're representing that strong growth going forward. In terms of assets that it'll take, it's probably going to take more than compression. It's going to be a combination of pipe and compression and back from a liquid supply source. So we continue to be bullish on Appalachian production. As we said in the past, that production is constrained only by takeaway path. We think that when we look at our systems and the path that we can deliver from TECO Pool over to these data centers in places like Virginia in particular, it uniquely positions us amongst our peers.

Got it. Thank you.

Our next question comes from Theresa Chen of Barclays. Please go ahead.

Good morning. Thank you for taking my questions. Stan, I wanted to follow up on this theme and just go back to that 6 Bcf number that you highlighted earlier. How did you come to that number? What are the assumptions driving that as it relates to your system? And in terms of EBITDA, as a follow-up to Praneeth's question, what kind of CapEx should we think about as this evolves?

Yes. With respect to the 6 Bcf a day number, again, I look at that as not anything that's proprietary to us, but a kind of a midpoint of the various analyst summaries that were done by parties like WoodMAC and EIA and others. And again, we're seeing estimates as high as 10 Bcf, which I think are a little bit aggressive given the fact that there's likely to be some supply chain challenges with associated build-out. I don't have specifics for you with respect to capital investments. Again, I think this is going to play out over the next several years through the end of the decade. I can tell you that we are in discussions with various entities to get these types of loads attached to our system, but it's going to play out.

What I'd add to that, Theresa, it's Francois, is while we remain very focused on living within our means and the lower end of that $6 billion to $7 billion range, what this means is that after giving effect to our maintenance capital of roughly $2 billion a year, and we've got about $1 billion a year committed to Bruce, we've got approximately $3 billion a year of discretionary opportunities to deploy capital. That long-term trend presents us with a very high degree of confidence of being able to attract very high return, attractive investment opportunities, and continue to be able to deliver a very healthy spread between earned returns on projects and our cost of capital.

And maybe one last thing I would add, Theresa, is even though we're going to compete for and win our fair share of the data center load, there's another way to serve it indirectly, which is by getting increased deliveries to the power generators. And do keep in mind that there's about 10 gigawatts of coal-fired power generating facilities that are scheduled to retire here by the end of 2030. That is within 15 miles of our assets. So I think we're well positioned to capture that part as well.

Thank you.

Our next question comes from Robert Kwan of RBC Capital Markets. Please go ahead.

Great, good morning. If I can start with Southeast Gateway, you had some updates on that, but I'm just wondering if you can compare where you are versus certain productivity. And then if you can also just comment on some of the major remaining critical path items or basically what keeps you up at night on the rest of the project.

Yes, Robert, this is Stan. Thanks for the question. We're in a really good place with respect to the project right now. As we noted earlier, 70% of the offshore pipeline is completed, which includes 100% of the northern segment. We recently brought the vessel into port for some scheduled maintenance. It's going to be going back out to complete the about 189 kilometers of the southern portion of the deepwater pipeline here shortly. We're also progressing on the near shore work, as well as the facilities work, which is adding compressor stations at three landfalls. The fact that we have all three of our drills completed is a big deal for the team. So we're excited with respect to where the project is right now. In terms of challenges for the future, really it boils down to weather risk and maintaining the productivity that we've seen both with the vessel offshore and the work that the team is doing onshore. When I think back to some of the lessons learned against prior projects, we're going to be implementing here is, we're going to do the subsea tie-ins below the waterline rather than on the waterline. That takes a lot of this weather risk out of play. So the team is well engaged. We're in a good position, and I'm excited that we're remaining on track, both with respect to scheduling costs for the project.

That's great. Thank you. If I can just finish on the asset sale program, you've noted you've got multiple processes ongoing, but just due to the butterfly divestiture limits co-spin, does that cause you to focus a little bit more on the processes that you can close quickly and/or are you thinking about trying to monetize a little bit more than $3 billion just to take out or de-risk the 2025 program?

Thanks Rob, it's Francois and I appreciate the question. Based on the timelines we have on our various processes, we see us being able to close a sufficient amount of additional transactions prior to the spin such that the 10% limit that's included in the CRA order, if you will, is not going to impair our ability to complete our deleveraging program, whether it's all in 2024 or some of it leaks into 2025. So we're very comfortable with our ability to achieve that below our upper limit of 4.75 in 2024, and then remain there as we go forward. I will also point out that not only is 2024 an anomaly with us retaining a portion of the Liquids EBITDA for a part of the year, so is 2025. We're putting $9 billion of assets into service in 2025 but only have a partial-year benefit there. Starting in 2026, we're going to have the full-year benefit for all of those assets. That in itself is going to continue to accelerate our deleveraging below the 4.75 upper limit.

That's great. Thank you very much. And Joel, all the best.

Thanks, Robert.

Our next question comes from Robert Catellier of CIBC Capital Markets. Please go ahead.

Thank you, and good morning, everybody, and congratulations on the strong operating results. I wanted to go back to the capital structure questions starting with South Bow. Right now TC Energy has the benefit of an enviable maturity profile. I wonder what you see as the average maturity profile for South Bow. What's your vision for that?

Yeah, Rob, we'll access the full stack but on average, you should use 10 years as a good rough guideline of the maturity profile that we'll be seeking. But we'll be putting from 3s, 5s, 10s, and 30s, all in the stack as we go out.

Okay, that's helpful. And then I have sort of the same question for TC Energy. Basically when that capital stack has stood up at South Bow and that $7.9 billion makes its way back to TC Energy, it sounds like you're very determined to stay at the 4.75 leverage or below, but do you have any thoughts on the term? Can you afford to shorten that term of 17 years, 18 years as you redeem debt to manage your interest rate exposure there?

I'll start here, and then Sean, if you want to chime in, great question Rob. A couple of reminders here. The weighted average term of our debt is 17 years. Over 90% of our debt is at a fixed rate. So when we think about $7.9 billion coming back to TC as it relates to South Bow, part of those funds will be used to just fund our capital program for this year. Part of the funds will be used to reduce some of our long-term debt. In the grand scheme of things, it's not going to really change the weighted average. We'd rather have a longer term to maturity with our debt and have a very manageable maturity profile. It's the way we've always managed the capital structure within TC Energy such that we average about $2.5 billion per year of debt maturities, and that will continue going forward. So when we look at the money coming back here, again, part of it will be for the funding of this year's capital program, and part of it will be to reduce our debt, and it should have a negligible impact on our weighted average term to maturity for debt.

Okay, great. And then last one for me, I just wanted to go back to the NCTL potential sale there. My understanding was that the amount you could sell there is practically limited by the Indigenous loan guarantee programs. I just wonder whether or not that's changed with the federal budget announcement for more loan guarantees.

Robert, it's Francois. To the extent we can avail ourselves of Indigenous loan guarantees beyond the one that the AIOC is generously providing, we would certainly consider that, but I would highlight that we have a number of processes competing with one another at this time. Given the commercial sensitivities of our discussions, I won't comment further.

Our next question comes from Keith Stanley of Wolf Research. Please go ahead.

Hi, good morning. The South Bow results another really strong quarter. Just curious how much of this you view as sustainable as a run rate, and how much is some of the spread-oriented upside on Keystone that's a little harder to predict in the future?

Yes, first and foremost, we focused on operational excellence, achieving 96% of the system operating factor in the first quarter. Our systems were well-positioned to capitalize on the spread between our strategic franchise connecting northern Alberta to the Gulf Coast. This high operating factor enabled us to track more barrels. In the first quarter, we saw excellent results from both Keystone and Marketlink, where we were able to secure additional contracts this year. Year-over-year, we have enhanced our contract profile on Marketlink, adding about 200,000 barrels. Strengthening our system and corridor attracts barrels since the Gulf Coast is their preferred destination. However, we want to temper our outlook as TMX line fill is beginning now, and we have already observed some narrowing of the ARB on the Keystone system. It's important to note that our Keystone contracts are approximately 94% contracted with terms exceeding eight years, leaving only 6% of the volume subjected to spot or variable tolls. We expect to continue moving spot barrels through our system, but I don't foresee our performance being as strong as it was in the first quarter.

That's helpful. Second question, just a follow-up on Southeast Gateway. It sounds like it's going very well. If it did come on early in 2025, would you expect to start collecting the contract fee early as well, or is that not necessarily the case? I'm just curious how that would work under the contract if you are early.

Yes, this is Stan. Under the contractual terms with CFDR counterparty, they will pay us upon in-service date in summer of 2025 and not necessarily earlier.

Our next question comes from John Mackay of Goldman Sachs. Please go ahead.

Hey, good morning. Thanks for the time. I wanted to circle back on just some of the leverage comments around 2025. Certainly, understand the amount of EBITDA coming online mid-year, but I guess are you guys still targeting necessarily hitting 4.75 by the end of 2025 as well? And if so, last call you talked about needing some incremental EBITDA or maybe some incremental asset sales, just how we should frame that up. Thanks.

The short answer, John, is yes. With respect to filling any gap, because of the partial year in 2025 is about 0.2. There are three sources of deleveraging that can fill that gap. The first is outperformance from an EBITDA perspective. You've seen us here in the first quarter deliver results that were above plan. That's come from excellence in operations, our focus initiatives where we're reducing cost. FX has provided a nice tailwind for us here in the first quarter. Secondly, to the extent we're able to deliver on our projects below plan, that will also have a positive impact on our credit metrics. And then if and only if the gap is not filled by the first two, we would consider additional asset sales to remain below that 4.75. We're going to let the year play out a little bit before we make that kind of decision because, again, I think we're performing very well right now, and we see line of sight to being able to address that gap from all three of those different levers.

All right, that's very clear. Appreciate that. Maybe just one more from me. On the $6 billion to $7 billion of outer-year capital that you're committing to, and more recently your language has been holding to that lower end, I guess just how much of that if we're looking forward a couple of years is already spoken for existing projects and how much would be in there for some of these incremental opportunities, data centers, etc., that you could still add to the backlog without going above that level?

I appreciate the question. Look, a bias to the lower end of that $6 billion to $7 billion is really important to us. We value the option value of performing the plan. So if we stay to the lower end of the $6 billion to $7 billion in terms of the planned capital, if we perform the plan on time and on budget, that gives us up to an incremental $1 billion every year to either accelerate debt repayment or eventually perhaps even undertake some share buybacks. One of the beauties of our business is we have very predictable line of sight to allocating our capital in the future. I can tell you that in terms of our internal plans, I have visibility of where the capital is going to go down to specific projects with specific returns virtually till the end of the decade. That's the beauty of the predictability of our business. We do have an opportunity to add incremental projects at attractive returns going forward with some of the positive dynamics we're seeing in data centers and other demand growth. But that's more middle of the decade and beyond. I will point out that it took us a couple of years to respond to the Wisconsin request to harden the infrastructure from extreme cold that came from winter storm Uri. The data center and other electricity and natural gas demand increases we're seeing across the board are going to take a couple of years to materialize. So we do see an opportunity for us to crystallize some of those, but more in 2026, 2027, and beyond.

Thanks very much for the time.

You bet.

Our next question comes from Patrick Kenny of National Bank Financial. Please go ahead.

Thank you. Good morning, everybody. Just on Coastal GasLink, can you remind us of the scope of work to be done to support Cedar LNG and what sort of EBITDA build multiple you might be able to achieve there? And then any thoughts on any work that might be needed to prepare for a potential Phase 2 from LNG Canada or perhaps any other floating LNG projects that might come down the road into next year and beyond.

Thanks, Patrick. It's Francois. I'll take this one. Look, on Cedar, first of all, we're having a very close relationship with the Heisla Nation. We're very excited and very happy for them to be making positive progress on the project. It's going to create wealth for the nation and advance their socioeconomic goals. This is a project that we are contractually committed to proceeding with. We are in the process of advancing our development of the project cost and execution plan. So we're not at this time able to share a bill multiple. But I will tell you that the allocation of risk between parties commercially is considerably different from what we experienced on Phase 1. We're very comfortable with the quality of our estimate and the allocation of risk between parties, such that if we do allocate capital, and it would be modest capital from our perspective, given that we own 35% of CGL, there will be project financing to fund a significant component of the project cost. We're very comfortable in our ability to fit that equity capital within our $6 billion plan.

Okay, got it. Thanks for that. And then maybe just back to your asset sale process. Just in light of the recent rule changes here announced to the Alberta power market, I know it's not a huge part of the portfolio, but any thoughts around, A, how you think your gas-fired power assets are positioned to perform once these new rules take effect? And then, B, your overall desire to remain a key participant in the Alberta power market going forward just in light of these changes.

Thanks very much. It's Annesley, and I'll take the question. So with respect to the changes to the Alberta electricity market that have been announced, we do not anticipate any direct impact to our co-gen fleet in Alberta. It could be that as a result of the changes, there are some indirect impacts to the longer-term outlook for power prices. But we have already considered this in our outlook and so don't anticipate any material changes there. With respect to the overall strategy, again, our focus is really on maximizing the value of the co-gen assets that we have in Alberta, which really comes down to ensuring really good operations, strong operational excellence will lead to maximum availability, particularly during peak pricing.

Okay, great. Thank you.

Thanks, Patrick.

Ladies and gentlemen, this concludes the question-and-answer session. If there are any further questions, please contact Investor Relations at TC Energy. I will now turn the call over to Gavin Wylie. Please go ahead.

Well, thank you, and thanks everyone for participating this morning. If we didn't get to your question or if you have any additional questions, obviously, the Investor Relations team is always at your disposal and happy to help however we can. Send us a note, and we'll get back to you. Once again, thanks for your interest in TC Energy, and we look forward to our next update. Thank you.

This brings to close today's conference call. You may disconnect your lines. Thank you for participating and have a pleasant day.