SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 11-K
 
 
þ
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2019.
 
OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________ to __________
 
 
Commission File No. 1-31690
 
A.
Full title of the plan and the address of the plan, if different from that of the issuer named below:
 
TransCanada 401(k) and Savings Plan
TransCanada USA Services Inc., 700 Louisiana Street, Suite 700
Houston, Texas 77002-2700
 
 
B.  
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
 
TC Energy Corporation
450 – 1 Street S.W., Calgary, Alberta, T2P-5H1, Canada




TRANSCANADA 401(k) AND SAVINGS PLAN
TABLE OF CONTENTS 
Report of Independent Registered Public Accounting Firm
1

Financial Statements
 
Statements of Net Assets Available for Benefits as of December 31, 2019 and 2018
2

Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2019
3

Notes to Financial Statements December 31, 2019 and 2018
4

Supplemental Schedule
 
Schedule H, Part IV, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2019
10

Exhibit Index
 
Exhibit 23.1 Consent of Independent Registered Public Accounting Firm
13

Signature
14

All other schedules required by 29 CFR 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.





Report of Independent Registered Public Accounting Firm
To the Plan Administrator and Plan participants of TransCanada 401(k) and Savings Plan:
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the TransCanada 401(k) and Savings Plan (the Plan) as of December 31, 2019 and 2018, and the related statement of changes in net assets available for benefits for the year ended December 31, 2019, and the related notes and supplemental schedule (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2019 and 2018, and the changes in net assets available for benefits for the year ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental Schedule of Assets (Held at End of Year) as of December 31, 2019 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Caron & Bletzer, PLLC

We have served as the Plan’s auditor since 2016
Kingston, NH
June 19, 2020

TransCanada 401(k) and Savings Plan 1



Statements of net assets available for benefits
December 31 (thousands of U.S. dollars)
 
2019

 
2018

 
 
 
 
 
Assets
 
 
 
 

Non-interest bearing cash
 
70

 
64

Investments at fair value (Note 3)
 
826,582

 
666,378

Notes receivable from participants
 
12,252

 
11,191

Employer contribution receivable
 
792

 
773

Other receivables (Note 4)
 
37

 
12

 
 
839,733

 
678,418

Liabilities
 
 
 
 
Accrued management fees
 
168

 
52

Other liabilities
 
70

 

 
 
238

 
52

Net Assets Available for Benefits
 
839,495

 
678,366

 
The accompanying notes to the financial statements are an integral part of these statements.


TransCanada 401(k) and Savings Plan 2



Statement of changes in net assets available for benefits
Year ended December 31 (thousands of U.S. dollars)
 
2019

 
 
 
Additions
 
 
Contributions
 
 
Employee contributions
 
36,750

Employer contributions
 
30,910

Employee rollovers
 
5,815

 
 
73,475

Investment Income
 
 
Net appreciation in fair value of investments (Note 3)
 
144,098

Interest and dividend income
 
17,066

 
 
161,164

Interest on notes receivable from participants
 
661

Other revenue
 
71

Total Additions
 
235,371

Deductions
 
 
Benefits paid to participants
 
74,158

Administrative expenses
 
84

Total Deductions
 
74,242

Increase in Net Assets Available for Benefits
 
161,129

Net Assets Available for Benefits
 
 
Beginning of Year
 
678,366

End of Year
 
839,495

    
The accompanying notes to the financial statements are an integral part of these statements.


TransCanada 401(k) and Savings Plan 3



Notes to financial statements
Year ended December 31, 2019 and 2018
1. Description of plan
The TransCanada 401(k) and Savings Plan (the Plan) is a defined contribution plan that provides retirement benefits for employees of TransCanada USA Services Inc. (TCUSA or the Company) or its subsidiaries not covered by a collective bargaining agreement, unless participation is required by the agreement. The Plan excludes employees hired under the Company’s student program, until they reach age 21 and have completed at least 1,000 hours of service, special project employees, non-resident persons with no income from a United States source and non-resident persons who have been non-residents for a period of 183 days or more, unless the employee remains on the Company's payroll. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
The Board of Directors of TCUSA (the Board) has appointed the TransCanada USA Investment Committee and TransCanada USA Benefits Committee as the plan administrators and fiduciaries of the Plan. The Board has also appointed Fidelity Management Trust Company (Fidelity or the Trustee) as custodian and trustee of the Plan’s assets. Fidelity Investments Institutional Operations Company serves as the record keeper for the Plan. 
Employee and Employer Contributions 
Each year participants may elect to defer up to 60 percent of their eligible compensation into the Plan on a pre-tax basis, Roth after-tax basis or a combination of both, subject certain limitations under the Internal Revenue Code of 1986, as amended (the Code). Participants may also elect to contribute up to 25 percent of their compensation as an after-tax contribution, subject to certain limitations under the Code. Participants age 50 or older who are making deferral contributions may also make catch-up contributions of up to $6,000. Subject to the Deferral Limit, eligible employees may contribute up to 100 percent of bonuses designated by the Company. The Company will match 100 percent of each participant’s contributions up to a maximum of five percent of the participant’s eligible compensation for the Plan year.
The Company will also make annual enhanced profit sharing contributions in an amount equal to seven percent of a participant’s base salary, if the participant has elected, or is deemed to have elected, not to accrue credited service under the TransCanada USA Services Inc. Retirement Plan. Collectively bargained employees may be eligible for a different match and/or enhanced profit sharing contribution as defined in their collective bargaining agreement. In 2019, the Company made enhanced contributions of $12 million. Participants may also contribute amounts transferred to the Plan from another qualified plan at the participant’s request (rollover).
Participant Accounts
Each participant’s account is credited with the participant’s and Company’s contributions and an allocation of Plan earnings. Earnings are allocated from a particular fund based on the ratio of a participant’s account invested in the fund to all participants’ investments in that fund. 
Participants are responsible for investment decisions relating to the investment of assets in their account. The Trustee carries out all investing transactions on behalf of the participant. In the event investment instructions are not received from the participant, contributions are allocated to the Plan's qualified default option, the Vanguard Target Retirement funds, based upon the participant's expected retirement date.

TransCanada 401(k) and Savings Plan 4



Investment in TC Energy Corporation 
Investment options available to participants include a TC Energy Corporation (TC Energy) stock fund (the TC Energy Stock Fund). TC Energy is the indirect parent company to TCUSA. Participants may elect to invest up to 10 percent of contributions in the TC Energy Stock Fund. Participants may also elect to exchange up to 10 percent of their existing account balance into the TC Energy Stock Fund, subject to a 10 percent maximum account value. Additionally, no more than 10 percent of any rollover contribution can be invested in the TC Energy Stock Fund.
Vesting
Participants are immediately vested in their contributions, including rollovers, employer contributions and any earnings thereon. 
Notes Receivable from Participants 
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 reduced by the highest outstanding note balance in their account during the prior 12 month period or 50 percent of their vested account balance. Note terms range from one to five years for general notes or up to 15 years for the purchase of a primary residence. The notes are secured by the balance in the participant’s account and bear interest at a reasonable interest rate, as determined by the Plan Administrator, based on prevailing market interest rates at the time. Interest rates remain fixed throughout the duration of the term. Interest rates on notes outstanding at December 31, 2019 ranged from 3.25 percent to 8.25 percent (20183.25 percent to 8.25 percent).  Principal and interest are paid through payroll deductions. 
A note receivable from a participant shall be considered in default if any scheduled repayment remains unpaid as of the last business day of the calendar quarter following the calendar quarter in which the note is initially considered past due. In the event of a default or termination of employment the entire outstanding note and accrued interest is considered to be a deemed distribution to the participant. 
Payment of Benefits 
Participants are eligible to request a distribution of their vested amounts upon retirement, death, total and permanent disability, severance of employment with the Company or, in very limited circumstances, in the event of financial hardship. Participants may withdraw rollover contributions at any time. Distributions are made in the form of a lump-sum payment, installment payments or a rollover to another qualified account. 
A participant’s normal retirement age is 65, however, participants may elect to withdraw all or a portion of their contributions after the age of 59½, subject to certain conditions.  
In certain circumstances, participants may elect to withdraw all or a portion of their vested matching and profit sharing contributions that have been in their account for at least 24 months or after they have at least 60 months of participation in the Plan. 
Forfeitures 
As participants are immediately 100 percent vested in their account balance, there are no forfeitures.
Administrative Expenses 
The Plan Administrator is responsible for filing all required reports on behalf of the Plan. The Company provides or pays for certain accounting, legal and management services on behalf of the Plan. The Company has not charged the Plan for these expenses or services. Loans and other transaction-specific fees are charged to the accounts of participants electing such transaction. Certain investment-related expenses, including management fees, are deducted from the mutual funds in which the Plan invests, including those sponsored by an affiliate of Fidelity. These expenses are presented as a reduction of investment income.

TransCanada 401(k) and Savings Plan 5



Plan Termination
Although it has not expressed any intent to do so, with approval from its Board of Directors, the Company has the right under the Plan to discontinue contributions at any time and to terminate the Plan, subject to the provisions of ERISA.
2. Summary of accounting policies
Basis of Accounting 
The financial statements of the Plan are presented on an accrual basis of accounting in accordance with U.S. generally accepted accounting principles.
Use of Estimates 
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from these estimates. 
Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 3 for discussion of fair value measurements. 
Interest income is recorded on the accrual basis and dividends are recorded on the ex-dividend date. 
Net Appreciation in Fair Value of Investments consists of: (1) the unrealized gains or losses on investments held during the year and (2) the realized gains or losses recognized on the sale of investments during the year. Realized gains and losses from security transactions are reported on the average cost basis. 
Purchases and sales of securities are recorded on a trade-date basis.
Notes Receivable from Participants 
Notes Receivable from Participants includes the unpaid principal balance plus any accrued interest. Defaulted notes receivable from participants are recorded as a distribution based upon the terms of the plan document. 
Other Revenue
The agreement between the Trustee and the Plan includes a revenue sharing arrangement whereby the Trustee shares revenue generated by the Plan that was paid from the mutual fund holdings sponsored by an affiliate of the Trustee. These deposits are included in the other revenue amount in the statement of changes in net assets available for benefits. The funds can be used to pay plan expenses or allocated to participants. Income from revenue sharing during 2019 was $42,496 and $16,600 was used to pay plan expenses. At December 31, 2019, $64,692 was available for allocation to participants or to offset future plan expenses (2018 – $37,092).
Payment of Benefits 
Benefits are recorded when paid.

TransCanada 401(k) and Savings Plan 6



3. Investments
Participants direct the investment of their account balances into a broad range of investment securities offered by the Plan.  Investment securities are exposed to various risks, such as counterparty credit risk, liquidity risk and market risk. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in value of these investments, it is reasonably possible that changes in the values of investment securities may occur in the near term and that such changes could materially affect participant account balances and the amounts reported in the financial statements.
The Plan offers alternatives that may mitigate participant risks, including the opportunity to diversify investments across multiple participant-directed fund elections including active and passively managed funds covering multiple asset classes. Additionally, the investments within each participant-directed fund election are further diversified into various financial instruments, with the exception of the TC Energy Stock Fund, which invests in securities of a single issuer. 
The Plan’s exposure to credit loss in the event of nonperformance of investments is limited to the carrying value of such instruments. The Plan’s concentrations of credit risk, interest rate risk and market risk are dictated by the Plan’s provisions as well as those of ERISA and the participants’ investment preference. 
Fair Value Hierarchy 
The Plan’s financial assets and liabilities recorded at fair value have been categorized into three levels based on a fair value hierarchy. In Level I, the fair value of assets and liabilities is determined by reference to quoted prices in active markets for identical assets and liabilities. In Level II, determination of the fair value of assets and liabilities includes valuations using inputs, other than quoted prices, for which all significant inputs are observable, directly or indirectly. This category includes fair value determined using valuation techniques, such as option pricing models and extrapolation using observable inputs. In Level III, determination of the fair value of assets and liabilities is based on inputs that are not readily observable and are significant to the overall fair value measurement.  There were no Level II or Level III investments or transfers between levels in 2019 or 2018
Interest bearing cash: Stated at cost which approximates fair value.
Common stock: Valued at the closing price reported on the New York Stock Exchange. 
Mutual funds: Valued at the daily closing price reported by the fund. Mutual funds held by the Plan are open end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value and transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
Common collective trusts: Common collective trusts hold underlying investments that have prices which are derived from quoted prices in active markets. The fair value of the Plan's interest in these funds is based on the funds' daily NAV (net asset value), which is considered to be the best approximation of fair value. The funds’ underlying assets are principally short-term money market funds, marketable equities and fixed income securities. Units held in common collective trusts are valued at the unit value as reported by the investment managers as of December 31, 2019. Participants are allowed to redeem units of common collective trusts held by the Plan on a daily basis, however, the Plan is subject to a twelve-month redemption notice period for the Mellon Stable Value fund. There are no unfunded commitments.
The method described above for common collective trusts may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan’s valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

TransCanada 401(k) and Savings Plan 7



The following tables set forth, by level within the fair value hierarchy, the Plan’s investment assets at fair value as of December 31, 2019 and 2018.  As required, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:
 
 
Fair Value Measurements at December 31, 2019
(thousands of U.S. dollars)
 
Total
 
Level 1
Level 2
Level 3
Other1
 
 
 
 
 
 
 
 
Interest bearing cash
 
744

 
744




Mutual funds
 
678,555

 
678,555




Common collective trusts
 
107,820

 



107,820

Common stock
 
28,910

 
28,910




TC Energy common stock
 
10,553

 
10,553




Total
 
826,582

 
718,762



107,820

1
Fair value is measured using net asset value as a practical expedient, and is therefore excluded from the fair value hierarchy.
 
 
Fair Value Measurements at December 31, 2018
(thousands of U.S. dollars)
 
Total
 
Level 1
Level 2
Level 3
Other1
 
 
 
 
 
 
 
 
Interest bearing cash
 
414

 
414




Mutual funds
 
551,180

 
551,180




Common collective trusts
 
86,641

 



86,641

Common stock
 
21,325

 
21,325




TC Energy common stock
 
6,818

 
6,818




Total
 
666,378

 
579,737



86,641

1
Fair value is measured using net asset value as a practical expedient, and is therefore excluded from the fair value hierarchy.
Net Appreciation in Fair Value of Investments 
Net appreciation in fair value of investments by major category (including investments purchased, sold and held during the year) was as follows:
Year ended December 31 (thousands of U.S. dollars)
 
2019

 
 
 
Mutual funds
 
104,012

Common collective trusts
 
28,292

TC Energy common stock
 
3,424

Common stock and other
 
8,370

Net Appreciation in Fair Value of Investments
 
144,098



TransCanada 401(k) and Savings Plan 8



4. Other receivables and liabilities
Other receivables and liabilities consist of non-monetary balances from an investment account separately managed by Baron Capital specifically for the Plan. The underlying investments of the account are deemed to be self directed because participants are allowed to invest or redeem their funds on a daily basis. Baron Capital deploys the funds in U.S. mid-cap securities, which are valued at the last sale reported on the exchange in which the securities are principally traded.
5. Income taxes
Effective December 15, 2009, the Plan was restated to a volume submitter plan. The volume submitter plan sponsor obtained an advisory opinion on March 31, 2014 in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Code. The Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code. The Plan is exempt from federal income taxes. Accordingly, no provision for federal income taxes has been made in the accompanying financial statements.
The Plan Administrator has analyzed any income tax assets and liabilities of the Plan and has concluded that as of December 31, 2019 and 2018, there are no uncertain income tax positions taken or expected to be taken that would require recognition of a liability or asset, or disclosure in the financial statements. The Plan is subject to audits by taxing jurisdictions. However, there are currently no audits in progress for any tax periods. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2014.
6. Party-in-interest and related party transactions
Parties-in-interest are defined under Department of Labor Regulations as any fiduciary of the Plan, any party rendering service to the Plan, the Company, and certain others. Transactions resulting in Plan assets being transferred to or used by a related party are prohibited under ERISA unless a specific exemption is applied. Transactions involving the investments described below are permitted party-in-interest transactions.
Fidelity is a party-in-interest as defined by ERISA given its position as record keeper and custodian of the Plan's assets. The Plan holds units of mutual funds and common collective trusts that are managed by an affiliate of Fidelity.
TC Energy is a party-in-interest as the indirect parent of the Plan Sponsor. At December 31, 2019, Plan investments included $10,546,912 (2018 – $6,812,676) of TC Energy common stock and $6,547 (2018$5,511) in a stock purchase account.
7. Subsequent events
The Plan has evaluated subsequent events through the date these financial statements were issued.
On March 11, 2020, the World Health Organization declared the novel coronavirus, or COVID-19, a global pandemic. COVID-19 has adversely affected the global economy and triggered volatility in financial markets, causing a decline in the market value of the Plan's investment portfolio subsequent to December 31, 2019. The amount of future losses, if any, that will be realized in subsequent periods cannot be determined at this time, as the value of the Plan's individual investments will fluctuate in response to changing market conditions.

TransCanada 401(k) and Savings Plan 9



 TRANSCANADA 401(k) AND SAVINGS PLAN
 EIN #: 98-0460263
PLAN #: 001
SCHEDULE H, PART IV, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2019
(a)
(b) Identity of Issue, Borrower, Lessor or Similar Party
 
(c) Description of Investment
 
(d) Cost of Investment**
 
(e) Current Value
 
 
 
 
 
 
 
 
 
Interest Bearing Cash
 
Cash
 
 
 
$
744,066

 
 
 
 
 
 
 
 
 
IDEXX Laboratories, Inc.
 
Common Stock
 
 
 
1,634,673

 
Gartner, Inc.
 
Common Stock
 
 
 
1,626,988

 
Mettler-Toledo International, Inc.
 
Common Stock
 
 
 
1,297,806

 
Verisk Analytics, Inc.
 
Common Stock
 
 
 
1,242,359

 
ANSYS, Inc.
 
Common Stock
 
 
 
996,949

 
Guidewire Software, Inc.
 
Common Stock
 
 
 
978,380

 
Vail Resorts, Inc.
 
Common Stock
 
 
 
927,423

 
Verisign, Inc.
 
Common Stock
 
 
 
830,643

 
CoStar Group, Inc.
 
Common Stock
 
 
 
829,244

 
TransUnion
 
Common Stock
 
 
 
796,173

 
SBA Communications Corp.
 
Common Stock
 
 
 
764,179

 
Ceridian HCM Holding Inc.
 
Common Stock
 
 
 
703,033

 
Illumina, Inc.
 
Common Stock
 
 
 
684,048

 
Fidelity National Information Services Inc
 
Common Stock
 
 
 
681,819

 
FactSet Research Systems, Inc.
 
Common Stock
 
 
 
674,506

 
MarketAxess Holdings Inc.
 
Common Stock
 
 
 
631,218

 
Arch Capital Group Ltd.
 
Common Stock
 
 
 
620,275

 
Bio-Techne Corporation
 
Common Stock
 
 
 
612,872

 
Roper Technologies Inc.
 
Common Stock
 
 
 
589,793

 
The Charles Schwab Corp.
 
Common Stock
 
 
 
585,464

 
West Pharmaceutical Services, Inc.
 
Common Stock
 
 
 
568,097

 
IDEX Corporation
 
Common Stock
 
 
 
504,992

 
Equinix, Inc.
 
Common Stock
 
 
 
503,149

 
Willis Towers Watson Public Limited Company
 
Common Stock
 
 
 
498,590

 
Teleflex Incorporated
 
Common Stock
 
 
 
485,231

 
CBRE Group, Inc.
 
Common Stock
 
 
 
476,162

 
FleetCor Technologies, Inc.
 
Common Stock
 
 
 
410,576

 
Veeva Systems Inc. Cl - A
 
Common Stock
 
 
 
405,945

 
The Cooper Companies, Inc.
 
Common Stock
 
 
 
404,183

 
SS&C Technologies Holdings, Inc.
 
Common Stock
 
 
 
398,547

 
Tiffany & Co.
 
Common Stock
 
 
 
391,461

 
Wix.com Ltd.
 
Common Stock
 
 
 
390,882

 
CDW Corporation
 
Common Stock
 
 
 
375,241

 
GCI lLiberty, Inc.-Cl - A
 
Common Stock
 
 
 
350,495

 
Interactivecorp
 
Common Stock
 
 
 
346,014

 
Amphenol Corporation
 
Common Stock
 
 
 
341,682

 
Choice Hotels International, Inc.
 
Common Stock
 
 
 
336,665

 
The Toro Company
 
Common Stock
 
 
 
336,048

 
Aspen Technology, Inc.
 
Common Stock
 
 
 
335,460

 
Hyatt Hotels Corp.
 
Common Stock
 
 
 
329,415


TransCanada 401(k) and Savings Plan 10



(a)
(b) Identity of Issue, Borrower, Lessor or Similar Party
 
(c) Description of Investment
 
(d) Cost of Investment**
 
(e) Current Value
 
 
 
 
 
 
 
 
 
Zillow Group Inc
 
Common Stock
 
 
 
301,275

 
The Booking Holdings Inc
 
Common Stock
 
 
 
273,146

 
Dexcom Inc.
 
Common Stock
 
 
 
267,300

 
First Republic Bank
 
Common Stock
 
 
 
262,031

 
Clarivate Analytics PLC
 
Common Stock
 
 
 
251,194

 
Rollins, Inc.
 
Common Stock
 
 
 
241,571

 
Alexandria Real Estate REIT
 
Common Stock
 
 
 
237,846

 
BWX Technologies, Inc.
 
Common Stock
 
 
 
234,414

 
T. Rowe Price Group, Inc.
 
Common Stock
 
 
 
231,130

 
Trade Desk Inc
 
Common Stock
 
 
 
154,829

 
Sage Therapeutics, Inc.
 
Common Stock
 
 
 
112,977

 
Argenex SE Sponsored ADR
 
Common Stock
 
 
 
100,004

 
Tradweb Markets Inc
 
Common Stock
 
 
 
99,792

 
MAXIMUS, Inc.
 
Common Stock
 
 
 
71,191

 
Alexander's, Inc.
 
Common Stock
 
 
 
66,731

 
Ringcentral Inc
 
Common Stock
 
 
 
58,866

 
10X Genomics Inc
 
Common Stock
 
 
 
48,571

 
Total common stock
 
 
 
 
 
$
28,909,548

 
 
 
 
 
 
 
 
*
Fidelity® 500 Index Fund
 
Mutual Fund
 
 
 
101,210,667

 
Vanguard Institutional Target Retirement 2025
 
Mutual Fund
 
 
 
65,458,439

 
Vanguard Institutional Target Retirement 2030
 
Mutual Fund
 
 
 
60,820,746

 
Vanguard Institutional Target Retirement 2020
 
Mutual Fund
 
 
 
45,381,654

 
Vanguard Federal Money Market Fund
 
Mutual Fund
 
 
 
41,819,666

 
Vanguard Institutional Target Retirement 2040
 
Mutual Fund
 
 
 
37,790,931

*
Fidelity® Small Cap index Fund
 
Mutual Fund
 
 
 
35,877,205

 
Vanguard Institutional Target Retirement 2035
 
Mutual Fund
 
 
 
35,793,875

 
Vanguard Institutional Target Retirement 2050
 
Mutual Fund
 
 
 
32,458,657

 
JPMorgan Equity Income Fund Class R6
 
Mutual Fund
 
 
 
31,753,931

 
Vanguard Institutional Target Retirement 2045
 
Mutual Fund
 
 
 
31,538,993

*
Fidelity® Diversified International K6
 
Mutual Fund
 
 
 
29,849,563

*
Fidelity® U.S. Bond Index Fund
 
Mutual Fund
 
 
 
28,366,313

 
Wells Fargo Special Mid Cap Value Fund
 
Mutual Fund
 
 
 
17,479,482

 
Vanguard Institutional Target Retirement 2055
 
Mutual Fund
 
 
 
16,883,828

*
Fidelity® Extended Market Index Fund
 
Mutual Fund
 
 
 
15,248,909

 
Vanguard Institutional Target Retirement Income Fund
 
Mutual Fund
 
 
 
12,061,659

 
Baird Core Plus Bond Fund
 
Mutual Fund
 
 
 
10,359,134

 
Vanguard Institutional Target Retirement 2015
 
Mutual Fund
 
 
 
8,185,685

 
Vanguard Total International Stock Index Fund
 
Mutual Fund
 
 
 
8,107,749

*
Fidelity® Inflation-Protected Bond Index Fund
 
Mutual Fund
 
 
 
6,511,078

 
Vanguard Institutional Target Retirement 2060
 
Mutual Fund
 
 
 
3,691,523

 
Causeway Emerging Markets Fund
 
Mutual Fund
 
 
 
1,905,083

 
Total mutual funds
 
 
 
 
 
$
678,554,770

 
 
 
 
 
 
 
 

TransCanada 401(k) and Savings Plan 11



(a)
(b) Identity of Issue, Borrower, Lessor or Similar Party
 
(c) Description of Investment
 
(d) Cost of Investment**
 
(e) Current Value
 
 
 
 
 
 
 
 
*
Fidelity® Growth Company Commingled Pool
 
Common collective trust
 
 
 
96,903,082

 
Mellon Stable Value
 
Common collective trust
 
 
 
10,916,758

 
Total common collective trusts
 
 
 
 
 
$
107,819,840

 
 
 
 
 
 
 
 
*
TC Energy Corporation
 
Common Stock
 
 
 
10,546,912

*
TC Energy Stock Fund
 
Stock Purchase Account
 
 
 
6,547

 
Total investments on the statement of net assets available for plan benefits

 
 
 
 
 
$
826,581,683

 
 
 
 
 
 
 
 
*
Participant Loans
 
Interest rates ranging from 3.25% to 8.25% maturing through 2034
 
 
 
12,252,206

 
Total Assets Held
 
 
 
 
 
$
838,833,889

 * Represents a party-in-interest (Note 6).
** Cost omitted for participant-directed investments. 
See accompanying Report of Independent Registered Public Accounting Firm.

TransCanada 401(k) and Savings Plan 12



EXHIBIT INDEX

 
23.1
Consent of Independent Registered Public Accounting Firm.
 
 



TransCanada 401(k) and Savings Plan 13



SIGNATURE
 
 The Plan.  Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Date: June 19, 2020
 
 
 
TransCanada 401(k) and Savings Plan
 
 
 
By:
/s/ Jon A. Dobson
 
                                        
 
 
Jon A. Dobson
Member
TransCanada USA Investment Committee


TransCanada 401(k) and Savings Plan 14
Exhibit
EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm


To the Plan Administrator of the TransCanada 401(k) and Savings Plan:

We consent to the incorporation by reference in the Registration Statements (No. 333-184074, No. 333-151736 and No. 333-227114) pertaining to the TransCanada 401(k) and Savings Plan of our report dated June 19, 2020 relating to the statements of net assets available for benefits of the TransCanada 401(k) and Savings Plan as of December 31, 2019 and 2018 and the related statement of changes in net assets available for benefits for the year ended December 31, 2019, included in this annual report on Form 11-K.

/s/ Caron & Bletzer, PLLC

Kingston, NH
June 19, 2020