UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
 
FORM 6-K
 
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the month of August, 2024
 
 
Commission File Number:  001-35563
 
 
PEMBINA PIPELINE CORPORATION

(Name of registrant)
 
(Room #39-095) 4000, 585 8th Avenue S.W.
Calgary, Alberta T2P 1G1

(Address of principal executive offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 
o Form 20-F
x Form 40-F
 


INCORPORATION BY REFERENCE

Exhibit 99.1 to this Report on Form 6-K is hereby incorporated by reference as an exhibit to the Registration Statement on Form F-10 (File No. 333-261207) of Pembina Pipeline Corporation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PEMBINA PIPELINE CORPORATION
Date:
August 8, 2024
By:
/s/ Cameron J. Goldade
Name: Cameron J. Goldade
Title: Senior Vice President & Chief Financial Officer



Form 6-K Exhibit Index
 



Basis of Presentation
The following Management's Discussion and Analysis ("MD&A") of the financial and operating results of Pembina Pipeline Corporation ("Pembina" or the "Company") is dated August 8, 2024, and is supplementary to, and should be read in conjunction with, Pembina's unaudited condensed consolidated interim financial statements for the three and six months ended June 30, 2024 ("Interim Financial Statements") as well as Pembina's audited consolidated annual financial statements ("Consolidated Financial Statements") and MD&A for the year ended December 31, 2023. All financial information provided in this MD&A has been prepared in accordance with International Accounting Standard ("IAS") 34 Interim Financial Reporting and is expressed in Canadian dollars, unless otherwise noted. A description of Pembina's operating segments and additional information about Pembina is filed with Canadian and U.S. securities commissions, including quarterly and annual reports, annual information forms (filed with the U.S. Securities and Exchange Commission under Form 40-F) and management information circulars, and can be found online at www.sedarplus.ca, www.sec.gov and through Pembina's website at www.pembina.com. Information contained in or otherwise accessible through Pembina's website does not form part of this MD&A and is not incorporated into this document by reference.
Abbreviations
For a list of abbreviations that may be used in this MD&A, refer to the Abbreviations section of this MD&A.

Non-GAAP and Other Financial Measures
Pembina has disclosed certain financial measures and ratios within this MD&A that management believes provide meaningful information in assessing Pembina's underlying performance, but which are not specified, defined or determined in accordance with the Canadian generally accepted accounting principles ("GAAP") and which are not disclosed in Pembina's Interim Financial Statements or Consolidated Financial Statements. Such non-GAAP financial measures and non-GAAP ratios do not have any standardized meaning prescribed by IFRS and may not be comparable to similar financial measures or ratios disclosed by other issuers. Refer to the "Non-GAAP & Other Financial Measures" section of this MD&A for additional information regarding these non-GAAP measures and non-GAAP ratios.
Risk Factors and Forward-Looking Information
Management has identified the primary risk factors that could have a material impact on the financial results and operations of Pembina. Such risk factors are described in the "Risk Factors" section of Pembina's MD&A and Annual Information Form ("AIF"), each for the year ended December 31, 2023. The Company's financial and operational performance is potentially affected by a number of factors, including, but not limited to, the factors described within the "Forward-Looking Statements & Information" section of this MD&A. This MD&A contains forward-looking statements based on Pembina's current expectations, estimates, projections and assumptions. This information is provided to assist readers in understanding the Company's future plans and expectations and may not be appropriate for other purposes.
Pembina Pipeline Corporation Second Quarter 2024 1

1. ABOUT PEMBINA
Pembina Pipeline Corporation is a leading energy transportation and midstream service provider that has served North America's energy industry for 70 years. Pembina owns an integrated network of hydrocarbon liquids and natural gas pipelines, gas gathering and processing facilities, oil and natural gas liquids infrastructure and logistics services, and an export terminals business. Through our integrated value chain, we seek to provide safe and reliable energy solutions that connect producers and consumers across the world, support a more sustainable future and benefit our customers, investors, employees and communities. For more information, please visit www.pembina.com.
Pembina's Purpose and Strategy
We deliver extraordinary energy solutions so the world can thrive.
Pembina will build on its strengths by continuing to invest in and grow the core businesses that provide critical transportation and midstream services to help ensure reliable and secure energy supply. Pembina will capitalize on exciting opportunities to leverage its assets and expertise into new service offerings that proactively respond to the transition to a lower-carbon economy. In continuing to meet global energy demand and its customers' needs, while ensuring Pembina's long-term success and resilience, the Company has established four strategic priorities:
1.To be resilient, we will sustain, decarbonize, and enhance our businesses. This priority is focused on strengthening and growing our existing franchise and demonstrating environmental leadership.
2.To thrive, we will invest in the energy transition to improve the basins in which we operate. We will expand our portfolio to include new businesses associated with lower-carbon commodities.
3.To meet global demand, we will transform and export our products. We will continue our focus on supporting the transformation of Western Canadian Sedimentary Basin commodities into higher margin products and enabling more coastal egress.
4.To set ourselves apart, we will create a differentiated experience for our stakeholders. We remain committed to delivering excellence for our four key stakeholder groups meaning that:
a.Employees say we are the 'employer of choice' and value our safe, respectful, collaborative, and inclusive work culture.
b.Communities welcome us and recognize the net positive impact of our social and environmental commitment.
c.Customers choose us first for reliable and value-added services.
d.Investors receive sustainable industry-leading total returns.
2 Pembina Pipeline Corporation Second Quarter 2024

Alliance/Aux Sable Acquisition
On April 1, 2024, Pembina completed its previously announced acquisition of Enbridge Inc.'s ("Enbridge") interests in the Alliance, Aux Sable, and NRGreen joint ventures for an aggregate purchase price of $2.8 billion, net of $327 million of assumed debt, representing Enbridge's proportionate share of the indebtedness of Alliance (the "Alliance/Aux Sable Acquisition" or the "Acquisition"). As a result of the Acquisition, Pembina now owns all equity interests in Alliance, Aux Sable's Canadian operations and the NRGreen businesses, and an 85.4 percent interest in Aux Sable's U.S. operations (the "Acquirees"). The accounting for the results of the Acquirees changed from the equity method of accounting to being fully consolidated and incorporated into Pembina's financial results commencing April 1, 2024. Refer to Note 3 to the Interim Financial Statements for more information. Following the Acquisition, Alliance and NRGreen are fully consolidated into the financial results of the Pipelines Division, while Aux Sable is reported within the Facilities Division and Marketing & New Ventures Division.
Subsequent to the second quarter of 2024, on August 1, 2024, Pembina acquired the remaining 14.6 percent interest in Aux Sable's U.S. operations from certain subsidiaries of The Williams Companies for U.S. $160 million.
The Alliance/Aux Sable Acquisition was funded through a combination of: (i) the net proceeds of Pembina's bought deal offering of 29.9 million subscription receipts (the "Subscription Receipt Offering"), which closed on December 19, 2023; (ii) a portion of the net proceeds of the offering of $1.8 billion aggregate principal amount of senior unsecured medium-term notes (the "January MTN Offering"), which closed on January 12, 2024; and (iii) amounts drawn under Pembina's credit facilities and cash on hand. Refer to the "Share Capital" and "Liquidity & Capital Resources – Financing Activity" sections of this MD&A for additional information.
The Cedar LNG Project
On June 25, 2024, the Haisla Nation and Pembina, partners in Cedar LNG Partners LP ("Cedar LNG"), announced a positive Final Investment Decision ("FID") on the Cedar LNG project (the "Cedar LNG Project"), a floating liquefied natural gas facility located in Kitimat, British Columbia, Canada, within the traditional territory of the Haisla Nation. Refer to the "Segment Results – Marketing & New Ventures Division – Projects & New Developments" sections of this MD&A for additional information.





Pembina Pipeline Corporation Second Quarter 2024 3

2. FINANCIAL & OPERATING OVERVIEW
Consolidated Financial Overview for the Three Months Ended June 30
Results of Operations
($ millions, except where noted)2024
2023
Change
Revenue(1)
1,855 1,422 433 
Net revenue(1)(2)
1,222 906 316 
Gross profit
815 659 156 
Adjusted EBITDA(2)
1,091 823 268 
Earnings
479 363 116 
Earnings per common share – basic and diluted (dollars)
0.75 0.60 0.15 
Cash flow from operating activities954 653 301 
Cash flow from operating activities per common share – basic (dollars)
1.64 1.19 0.45 
Adjusted cash flow from operating activities(2)
837 606 231 
Adjusted cash flow from operating activities per common share – basic (dollars)(2)
1.44 1.10 0.34 
Capital expenditures265 123 142 
Change in Earnings ($ millions)
chart-6d3e3bf444f543b2a7ba.jpg
Results Overview
Earnings in the second quarter of 2024 were positively impacted by higher results in the Pipelines, Facilities and Marketing & New Ventures Divisions, following the completion of the Alliance/Aux Sable Acquisition. Additionally, the second quarter of 2024 was not impacted by the Northern Pipeline system outage and the wildfires in Alberta and British Columbia that affected the second quarter of 2023. Earnings were also impacted by the following factors:
•Pipelines: higher net revenues due to contractual inflation adjustments on tolls, and increased volumes, partially offset by higher operating expenses and higher depreciation.
•Facilities: no other impacts apart from those mentioned above.
•Marketing & New Ventures: higher other income due to gains related to Pembina's financial assurances assumed by Cedar LNG upon positive FID, combined with higher marketed NGL volumes and prices, offset by lower revenue from risk management and physical derivative contracts, largely a result of losses on NGL-based derivatives in the period compared to gains in the second quarter of 2023, and larger unrealized losses on renewable power purchase agreements.
•Corporate and Income Tax: lower due to higher net finance costs, and higher acquisition and integration costs. This was partially offset by the net impact of the deferred tax recovery recognized from the Acquisition and the loss on Acquisition.
4 Pembina Pipeline Corporation Second Quarter 2024

Changes in Results for the Three Months Ended June 30
Net revenue(1)(2)
$316 million increase, largely due to the Acquisition, in which Pembina acquired a controlling ownership interest in Alliance and Aux Sable, resulting in a change from equity accounting to being fully consolidated on April 1, 2024. Refer to the "About Pembina – Alliance/Aux Sable Acquisition" section of this MD&A. The second quarter of 2024 includes $270 million in net revenue related to Alliance and Aux Sable as wholly-owned entities. Additionally, higher net revenues in the Pipelines and Facilities Divisions largely due to higher volumes compared to the second quarter of 2023, which was impacted by the Northern Pipeline system outage and the wildfires, combined with contractual inflation adjustments on tolls, and earlier recognition of take-or-pay deferred revenue, also contributed to the increase, partially offset by lower recoverable power costs. Net revenue in the Marketing & New Ventures Division was consistent with prior period as the higher net revenue from contracts with customers, primarily due to the impacts of the Acquisition, discussed above, as well as higher NGL margins, was largely offset by lower revenue from risk management and physical derivative contracts due to unrealized and realized losses on NGL-based derivatives in the quarter compared to gains in the second quarter of 2023, and larger unrealized losses on renewable power purchase agreements.
Operating expenses
$51 million increase, primarily due to operating expenses from Alliance and Aux Sable now being fully consolidated. The second quarter of 2024 includes $53 million in operating expenses related to Alliance and Aux Sable as wholly-owned entities. The increase was partially offset by lower recoverable power costs, and lower costs in the Pipelines Division as the second quarter of 2023 was impacted by the Northern Pipeline system outage.
Cash flow from operating activities
$301 million increase, primarily driven by an increase in earnings adjusted for items not involving cash, and the change in non-cash working capital, partially offset by lower distributions from equity accounted investees, higher taxes paid, and a decrease in payments collected through contract liabilities.
Adjusted cash flow from operating activities(2)
$231 million increase, primarily due to the same items impacting cash flow from operating activities, discussed above, excluding the change in non-cash working capital, and taxes paid, combined with lower current income tax expense. The increase is partially offset by higher accrued share-based payment expense.
Adjusted EBITDA(2)
$268 million increase, largely due to the net impacts of the increase in Pembina's ownership interest in Alliance and Aux Sable, higher net revenue and volumes on certain of Pembina's Pipelines and Facilities assets compared to the second quarter of 2023, which was affected by the Northern Pipeline system outage and the wildfires, combined with higher adjusted EBITDA from PGI, contractual inflation adjustments on tolls, and higher volumes on the Peace Pipeline system resulting from earlier recognition of take-or-pay deferred revenue. These results were partially offset by higher long-term incentive costs.
(1)    Comparative 2023 period has been adjusted. See "Accounting Policies & Estimates – Change in Accounting Policies" and Note 2 to the Interim Financial Statements.
(2)    Refer to the "Non-GAAP & Other Financial Measures" section of this MD&A.



Pembina Pipeline Corporation Second Quarter 2024 5

Consolidated Financial Overview for the Six Months Ended June 30
Results of Operations
($ millions, except where noted)20242023Change
Revenue(1)
3,395 3,040 355 
Net revenue(1)(2)
2,134 1,842 292 
Gross profit
1,545 1,331 214 
Adjusted EBITDA(2)
2,135 1,770 365 
Earnings
917 732 185 
Earnings per common share – basic (dollars)
1.49 1.21 0.28 
Earnings per common share – diluted (dollars)
1.48 1.21 0.27 
Cash flow from operating activities1,390 1,111 279 
Cash flow from operating activities per common share – basic (dollars)
2.46 2.02 0.44 
Adjusted cash flow from operating activities(2)
1,619 1,240 379 
Adjusted cash flow from operating activities per common share – basic (dollars)(2)
2.87 2.25 0.62 
Capital expenditures451 260 191 
Change in Earnings ($ millions)
chart-ad38eb4a881d4ddda45a.jpg
Results Overview
Earnings during the first six months of 2024 were positively impacted by higher results in the Pipelines and Facilities Divisions, following the completion of the Alliance/Aux Sable Acquisition. In the Marketing & New Ventures Division, the positive impacts from the Acquisition were offset by lower revenue from risk management and physical derivative contracts. Additionally, the current period was not impacted by the Northern Pipeline system outage and the wildfires that affected the same period in 2023. Earnings were also impacted by the following factors:
•Pipelines: higher net revenues due to increased volumes and contractual inflation adjustments on tolls, partially offset by higher operating expenses and higher depreciation.
•Facilities: higher Share of Profit from PGI largely due to higher interruptible volumes.
•Marketing & New Ventures: lower revenue from risk management and physical derivative contracts was largely a result of larger unrealized losses on renewable power purchase agreements, and losses on NGL-based derivatives in the period. This was partially offset by higher marketed NGL volumes and prices, higher other income due to gains related to Pembina's financial assurances assumed by Cedar LNG, and Share of Profit from Aux Sable recognized in the first quarter of 2024.
•Corporate and Income Tax: lower largely due to higher net finance costs, acquisition and integration costs, and general & administrative expenses. This was partially offset by the net impact of the deferred tax recovery recognized from the Acquisition and the loss on Acquisition.
6 Pembina Pipeline Corporation Second Quarter 2024

Changes in Results for the Six Months Ended June 30
Net revenue(1)(2)
$292 million increase, largely due to the Acquisition, in which Pembina acquired a controlling ownership interest in Alliance and Aux Sable, resulting in a change from equity accounting to being fully consolidated on April 1, 2024. The current period includes $270 million in net revenue related to Alliance and Aux Sable as wholly-owned entities. Additionally, there were higher net revenues in the Pipelines and Facilities Divisions due to higher volumes compared to the same period in 2023, which was impacted by the Northern Pipeline system outage and the wildfires, contractual inflation adjustments on tolls and earlier recognition of take-or-pay deferred revenue, combined with higher net revenue from contracts with customers resulting from higher NGL margins in the Marketing & New Ventures Division. These results were partially offset by lower revenue from risk management and physical derivative contracts due to larger unrealized losses on renewable power purchase agreements and NGL-based derivatives in 2024, and realized losses on NGL-based derivatives in 2024 compared to gains in 2023, combined with lower recoverable power costs and lower project cost recoveries.
Operating expenses
$40 million increase, primarily due to operating expenses from Alliance and Aux Sable now being fully consolidated. The current period includes $53 million in operating expenses related to Alliance and Aux Sable as wholly-owned entities. The increase was partially offset by lower recoverable power costs, and lower costs in the Pipelines Division in 2024 as 2023 was impacted by the Northern Pipeline system outage.
Cash flow from operating activities
$279 million increase, primarily driven by an increase in earnings adjusted for items not involving cash, the change in non-cash working capital, and lower net interest paid, partially offset by higher taxes paid and lower distributions from equity accounted investees.
Adjusted cash flow from operating activities(2)
$379 million increase, primarily due to the same items impacting cash flow from operating activities, discussed above, excluding the change in non-cash working capital, and taxes paid, combined with lower current income tax expense. The increase is partially offset by higher accrued share-based payment expense.
Adjusted EBITDA(2)
$365 million increase, largely due to the net impacts of the increase in Pembina's ownership interest in Alliance and Aux Sable, higher net revenue and volumes on certain of Pembina's Pipelines and Facilities assets compared to 2023, which was affected by the Northern Pipelines system outage and the wildfires, combined with contractual inflation adjustments on tolls, and higher volumes on the Peace Pipeline system resulting from earlier recognition of take-or-pay deferred revenue, and higher adjusted EBITDA from PGI. These results were partially offset by lower realized gains on commodity-related derivatives in 2024 compared to the same period in 2023, and higher long-term incentive costs.
(1)    Comparative 2023 period has been adjusted. See "Accounting Policies & Estimates – Change in Accounting Policies" and Note 2 to the Interim Financial Statements.
(2)    Refer to the "Non-GAAP & Other Financial Measures" section of this MD&A.




Pembina Pipeline Corporation Second Quarter 2024 7

3. SEGMENT RESULTS
Business Overview
The Pipelines Division provides customers with pipeline transportation, terminalling, and storage in key market hubs in Canada and the United States for crude oil, condensate, natural gas liquids and natural gas. The Pipelines Division manages pipeline transportation capacity of 3.0 mmboe/d(1) and above ground storage capacity of approximately 10 mmbbls(1) within its conventional, oil sands and heavy oil, and transmission assets. The conventional assets include strategically located pipelines and terminalling hubs that gather and transport light and medium crude oil, condensate and natural gas liquids from western Alberta and northeast British Columbia to the Edmonton, Alberta area for further processing or transportation on downstream pipelines. The oil sands and heavy oil assets transport heavy and synthetic crude oil produced within Alberta to the Edmonton, Alberta area and offer associated storage and terminalling. The transmission assets transport natural gas, ethane and condensate throughout Canada and the United States on long haul pipelines linking various key market hubs. In addition, the Pipelines Division assets provide linkages to Pembina's Facilities Division assets across North America, enabling integrated customer service offerings. Together, these assets supply products from hydrocarbon producing regions to refineries, fractionators and market hubs in Alberta, British Columbia, and Illinois, as well as other regions throughout North America.
The Facilities Division includes infrastructure that provides Pembina's customers with natural gas, condensate and NGL services. Through its wholly-owned assets and its interest in PGI, Pembina's natural gas gathering and processing facilities are strategically positioned in active, liquids-rich areas of the WCSB and Williston Basin and are integrated with the Company's other businesses. Pembina provides sweet and sour gas gathering, compression, condensate stabilization, and both shallow cut and deep cut gas processing services with a total capacity of approximately 6.7 bcf/d(1) for its customers. Condensate and NGL extracted at virtually all Canadian-based facilities have access to transportation on Pembina's pipelines. In addition, all NGL transported along the Alliance Pipeline are extracted through the Channahon Facility at the terminus. The Facilities Division includes approximately 430 mbpd(1) of NGL fractionation capacity, 21 mmbbls(1) of cavern storage capacity and associated pipeline and rail terminalling facilities and a liquefied propane export facility on Canada's West Coast. These facilities are fully integrated with the Company's other divisions, providing customers with the ability to access a comprehensive suite of services to enhance the value of their hydrocarbons. In addition, Pembina owns a bulk marine import/export terminal in Vancouver, British Columbia.
The Marketing & New Ventures Division leverages Pembina's integrated value chain and existing network of pipelines, facilities, and energy infrastructure assets to maximize the value of hydrocarbon liquids and natural gas originating in the basins where the Company operates. Pembina pursues the creation of new markets, and further enhances existing markets, to support both the Company's and its customers' business interests. In particular, Pembina seeks to identify opportunities to connect hydrocarbon production to new demand locations through the development of infrastructure.
Within the Marketing & New Ventures Division, Pembina undertakes value-added commodity marketing activities including buying and selling products (natural gas, ethane, propane, butane, condensate, crude oil, electricity, and carbon credits), commodity arbitrage, and optimizing storage opportunities. The marketing business enters into contracts for capacity on both Pembina's and third-party infrastructure, handles proprietary and customer volumes and aggregates production for onward sale. Through this infrastructure capacity, including Pembina's Prince Rupert Terminal, as well as utilizing the Company's expansive rail fleet and logistics capabilities, Pembina's marketing business adds incremental value to the commodities by accessing high value markets across North America and globally.
The Marketing & New Ventures Division is also responsible for the development of new large-scale, or value chain extending projects, including those that provide enhanced access to global markets and support a transition to a lower-carbon economy. The Marketing & New Ventures Division includes Pembina's interest in the Cedar LNG Project, a liquified natural gas ("LNG") export facility currently under construction. Additionally, Pembina is pursuing opportunities associated with low-carbon commodities and large-scale greenhouse gas ("GHG") emissions reductions.
(1)Net capacity.
8 Pembina Pipeline Corporation Second Quarter 2024

Financial and Operational Overview by Division
3 Months Ended June 30
20242023
($ millions, except where noted)
Volumes(1)
Earnings (Loss)
Adjusted EBITDA(2)
Volumes(1)
 Earnings (Loss)
Adjusted EBITDA(2)
Pipelines2,716 485 655 2,438 350 501 
Facilities855 181 340 749 153 272 
Marketing & New Ventures
319 135 143 261 115 96 
Corporate— (828)(47)— (161)(46)
Income Tax Expense— 506 — — (94)— 
Total479 1,091 363 823 
6 Months Ended June 30
20242023
($ millions, except where noted)
Volumes(1)
Earnings (Loss)
Adjusted EBITDA(2)
Volumes(1)
 Earnings (Loss)
Adjusted EBITDA(2)
Pipelines2,657 940 1,254 2,452 726 1,026 
Facilities830 358 650 734 288 570 
Marketing & New Ventures
307 199 331 264 235 265 
Corporate— (995)(100)— (317)(91)
Income Tax Expense— 415 — — (200)— 
Total917 2,135 732 1,770 
(1)    Volumes in mboe/d. See the "Abbreviations" section of this MD&A for definition. Volumes for Pipelines and Facilities divisions are revenue volumes, which are physical volumes plus volumes recognized from take-or-pay commitments. Volumes for Marketing & New Ventures are marketed crude and NGL volumes.
(2)    Refer to the "Non-GAAP & Other Financial Measures" section of this MD&A.
Equity Accounted Investees Overview by Division
3 Months Ended June 30
20242023
($ millions, except where noted)
Share of profit
Adjusted EBITDA(4)
Contributions
Distributions(5)
Volumes(6)
Share of profit
Adjusted EBITDA(4)
Contributions
Distributions(5)
Volumes(6)
Pipelines(1)
— — — — — 20 61 1 66 132 
Facilities(2)
63 174 — 123 354 69 145 1 108 337 
Marketing & New Ventures(3)
(2)— 144 — — 8 16 9 17 34 
Total61 174 144 123 354 97 222 11 191 503 
6 Months Ended June 30
20242023
($ millions, except where noted)Share of profit
Adjusted EBITDA(4)
Contributions
Distributions(5)
Volumes(6)
Share of profit
Adjusted EBITDA(4)
Contributions
Distributions(5)
Volumes(6)
Pipelines(1)
43 87 5 80 74 55 140 1 136 140 
Facilities(2)
138 349 — 251 357 117 320 33 229 340 
Marketing & New Ventures(3)
31 40 242 31 18 7 20 15 25 34 
Total212 476 247 362 449 179 480 49 390 514 
(1)    Pipelines includes Alliance and Grand Valley. Pembina owned a 50 percent interest in Alliance up to the closing of the Alliance/Aux Sable Acquisition on April 1, 2024. Refer to the "About Pembina – Alliance/Aux Sable Acquisition" and "Abbreviations" sections of this MD&A for more information.
(2)    Facilities includes PGI and Fort Corp.
(3)    Marketing and New Ventures includes Aux Sable, CKPC (which was dissolved on December 31, 2023), Cedar LNG, and ACG. Pembina owned approximately a 42.7 percent ownership in Aux Sable's U.S operations and a 50 percent ownership in Aux Sable's Canadian operations up to the closing of the Alliance/Aux Sable Acquisition on April 1, 2024. Refer to the "About Pembina – Alliance/Aux Sable Acquisition" and "Abbreviations" sections of this MD&A for more information.
(4)    Refer to the "Non-GAAP & Other Financial Measures" section of this MD&A.
(5)    Distributions exclude returns of capital. During the second quarter of 2024, Pembina received $63 million from Cedar LNG as a return of capital (2023: $26 million from PGI as a return of capital).
(6)    Volumes in mboe/d. See the "Abbreviations" section of this MD&A for definition.
In 2024, contributions in Marketing & New Ventures were made to Cedar LNG to fund the Cedar LNG Project. Refer to the "Segment Results – Marketing & New Ventures Division – Projects & New Developments" sections of this MD&A for additional information.
Pembina Pipeline Corporation Second Quarter 2024 9

Pipelines
Financial Overview for the Three Months Ended June 30
Results of Operations
($ millions, except where noted)20242023Change
Pipelines revenue(1)
890 608 282 
Cost of goods sold(1)
15 — 15 
Net revenue(1)(2)
875 608 267 
Operating expenses(1)
203 160 43 
Depreciation and amortization included in operations164 101 63 
Share of profit from equity accounted investees— 20 (20)
Gross profit508 367 141 
Earnings485 350 135 
Adjusted EBITDA(2)
655 501 154 
Volumes (mboe/d)(3)
2,716 2,438 278 
Change in Results
Net revenue(1)(2)
Higher largely due to the Acquisition, in which Pembina acquired a controlling ownership interest in Alliance, resulting in a change from equity accounting to being fully consolidated on April 1, 2024. The second quarter of 2024 includes $196 million in net revenue related to Alliance as a wholly-owned entity. Also contributing to the increase were contractual inflation adjustments on tolls, and higher net revenue on the Peace Pipeline system due to higher volumes compared to the second quarter of 2023, which was impacted by the wildfires and the Northern Pipeline system outage. Earlier recognition of take-or-pay deferred revenue, net loss allowance, and the reactivation of the Nipisi Pipeline in late 2023, further contributed to the increase in net revenue. These were partially offset by lower recoverable power costs.
Operating expenses(1)
Increase largely due to the Acquisition, discussed above. The second quarter of 2024 includes $50 million in operating expenses related to Alliance as a wholly-owned entity. The increase is partially offset by lower recoverable power costs resulting from the lower power pool price during the period, and lower costs as the second quarter of 2023 was impacted by the Northern Pipeline system outage.
Depreciation and amortization included in operations
Higher largely due to the Acquisition, discussed above, combined with asset upgrades and associated retirements in the second quarter of 2024, and the reactivation of the Nipisi Pipeline.
Share of profit from equity accounted investees
Following the Acquisition on April 1, 2024, the results from Alliance are no longer accounted for in Share of Profit and are now being fully consolidated.
Earnings
Higher largely due to the net impacts of the Acquisition, and no impacts this quarter from the Northern Pipeline system outage and the wildfires, that affected the second quarter of 2023. Higher net revenue and volumes, primarily on the Peace Pipeline system, contractual inflation adjustments on tolls, and the reactivation of the Nipisi Pipeline also contributed to the increase.
Adjusted EBITDA(2)
Increase largely due to higher adjusted EBITDA from Alliance, resulting from stronger asset performance and the net impacts of the Acquisition. Unlike the second quarter of 2023, this quarter did not experience similar impacts from the Northern Pipeline system outage and the wildfires. Additionally, higher net revenue and volumes on the Peace Pipeline system, contractual inflation adjustments on tolls, and the reactivation of the Nipisi Pipeline also contributed to the increase.
Volumes (mboe/d)(3)
Higher largely due to the Acquisition, discussed above, and higher volumes compared to the second quarter of 2023 which was impacted by the wildfires and the Northern Pipeline system outage, combined with higher volumes on the Peace Pipeline system resulting from earlier recognition of take-or-pay deferred revenue, and the reactivation of the Nipisi Pipeline.
Change in Adjusted EBITDA ($ millions)(1)(2)
chart-297a0ede2c1a437a8a2.jpg
(1)    Includes inter-segment transactions. See Note 4 to the Interim Financial Statements.
(2)    Refer to the "Non-GAAP & Other Financial Measures" section of this MD&A.
(3)    Revenue volumes in mboe/d. See the "Abbreviations" section of this MD&A for definition.
10 Pembina Pipeline Corporation Second Quarter 2024


Financial Overview for the Six Months Ended June 30
Results of Operations
($ millions, except where noted)20242023Change
Pipelines revenue(1)
1,578 1,236 342 
Cost of goods sold(1)
26 — 26 
Net revenue(1)(2)
1,552 1,236 316 
Operating expenses(1)
357 332 25 
Depreciation and amortization included in operations259 200 59 
Share of profit from equity accounted investees43 55 (12)
Gross profit979 759 220 
Earnings940 726 214 
Adjusted EBITDA(2)
1,254 1,026 228 
Volumes (mboe/d)(3)
2,657 2,452 205 
Change in Results
Net revenue(1)(2)
Higher largely due to the Acquisition, in which Pembina acquired a controlling ownership interest in Alliance, resulting in a change from equity accounting to being fully consolidated on April 1, 2024. The current period includes $196 million in net revenue related to Alliance as a wholly-owned entity. Also contributing to the increase in net revenue were contractual inflation adjustments on tolls, and higher volumes compared to 2023, which was impacted by the Northern Pipeline system outage and the wildfires, combined with higher net revenue on the Peace Pipeline system due to earlier recognition of take-or-pay deferred revenue and net loss allowance, and the reactivation of the Nipisi Pipeline. These were partially offset by lower recoverable power costs and lower project cost recoveries.
Operating expenses(1)
Increase largely due to the Acquisition, discussed above. The current period includes $50 million in operating expenses related to Alliance as a wholly-owned entity. The increase is combined with higher recoverable geotechnical costs primarily on the Peace Pipeline system, partially offset by lower recoverable power costs resulting from the lower power pool price during the period, and lower costs as 2023 was impacted by the Northern Pipeline system outage.
Depreciation and amortization included in operations
Higher largely due to the Acquisition, discussed above, combined with asset upgrades and associated retirements during 2024, and the reactivation of the Nipisi Pipeline.
Share of profit from equity accounted investees
Following the Acquisition on April 1, 2024, the results from Alliance are no longer accounted for in Share of Profit and are now being fully consolidated.
Earnings
Higher largely due to the net impacts of the Acquisition, and no impacts in 2024 from the Northern Pipeline system outage and the wildfires, that affected the same period in 2023. Higher net revenue and volumes, primarily on the Peace Pipeline system, contractual inflation adjustments on tolls and the reactivation of the Nipisi Pipeline, also contributed to the increase.
Adjusted EBITDA(2)
Increase largely due to higher adjusted EBITDA from Alliance, resulting from stronger asset performance and the net impacts of the Acquisition. Also, there were no impacts in 2024 from the Northern Pipeline system outage and the wildfires, that affected the same period in 2023. Additionally, higher net revenue and volumes on the Peace Pipeline system, contractual inflation adjustments on tolls, and the reactivation of the Nipisi Pipeline also contributed to the increase.
Volumes (mboe/d)(3)
Higher largely due to the Acquisition, discussed above, and higher volumes compared to 2023 which was impacted by the Northern Pipeline system outage, combined with higher volumes on the Peace Pipeline system resulting from earlier recognition of take-or-pay deferred revenue, and the reactivation of the Nipisi Pipeline.
Change in Adjusted EBITDA ($ millions)(1)(2)
chart-583b38452c224ceeb13.jpg
(1)    Includes inter-segment transactions. See Note 4 to the Interim Financial Statements.
(2)    Refer to the "Non-GAAP & Other Financial Measures" section of this MD&A.
(3)    Revenue volumes in mboe/d. See the "Abbreviations" section of this MD&A for definition.
Pembina Pipeline Corporation Second Quarter 2024 11

Financial and Operational Overview
3 Months Ended June 306 Months Ended June 30
2024202320242023
($ millions, except where noted)
Volumes(1)
Earnings
Adjusted EBITDA(2)
Volumes(1)
Earnings
Adjusted EBITDA(2)
Volumes(1)
Earnings
Adjusted
EBITDA(2)
Volumes(1)
Earnings
Adjusted
EBITDA(2)
Pipelines(3)
Conventional969 269 338 881 230 280 988 565 680 890 470 568 
Transmission726 177 244 580 90 160 657 296 433 587 197 337 
Oil Sands & Heavy Oil1,021 39 73 977 31 62 1,012 80 142 975 62 124 
General & administrative— — — — (1)(1)— (1)(1)— (3)(3)
Total2,716 485 655 2,438 350 501 2,657 940 1,254 2,452 726 1,026 
(1)    Revenue volumes in mboe/d. See the "Abbreviations" section of this MD&A for definition.
(2)     Refer to the "Non-GAAP & Other Financial Measures" section of this MD&A.
(3)     Includes values attributed to Pembina's conventional, transmission and oil sands and heavy oil assets within the Pipelines Division. Refer to Pembina's AIF for the year ended December 31, 2023.
Projects & New Developments(1)
Pipelines continues to focus on the execution of various system expansions. The projects in the following table were recently placed into service.
Significant ProjectsIn-service Date
Phase VIII Peace Pipeline Expansion
May 2024
The following outlines the projects and new developments within Pipelines:
NEBC MPS Expansion
Capital Budget: $90 million
In-service Date: Fourth quarter of 2024
Status: On time, on budget
The NEBC MPS Expansion includes a new mid-point pump station, terminal upgrades, and additional storage, which will support approximately 40,000 bpd of incremental capacity on the NEBC Pipeline system. This capacity will fulfill customer demand in light of growing production volumes from NEBC and previously announced long-term midstream service agreements with three premier NEBC Montney producers.
(1)    For further details on Pembina's significant assets, including definitions for capitalized terms used herein that are not otherwise defined, refer to Pembina's AIF for the year ended December 31, 2023 filed at www.sedarplus.ca (filed with the U.S. Securities and Exchange Commission at www.sec.gov under Form 40-F) and on Pembina's website at www.pembina.com.


12 Pembina Pipeline Corporation Second Quarter 2024

Facilities
Financial Overview for the Three Months Ended June 30
Results of Operations
($ millions, except where noted)20242023Change
Facilities revenue(1)
294 220 74 
Operating expenses(1)
123 90 33 
Depreciation and amortization included in operations
45 41 4 
Share of profit from equity accounted investees
63 69 (6)
Gross profit189 158 31 
Earnings181 153 28 
Adjusted EBITDA(2)
340 272 68 
Volumes (mboe/d)(3)
855 749 106 
Changes in Results
Revenue(1)
Increase largely due to Pembina acquiring a controlling ownership interest in Aux Sable, following the Alliance/Aux Sable Acquisition on April 1, 2024. The second quarter of 2024 includes $73 million in revenue related to Aux Sable as a wholly-owned entity. Higher revenues at the Redwater Complex and at Younger also contributed to the increase, as the second quarter of 2024 was not impacted by the Northern Pipeline system outage that affected the second quarter of 2023. The increase in net revenue was partially offset by lower recoverable power costs.
Operating expenses(1)
Increase largely due to the Acquisition, discussed above, partially offset by lower recoverable power costs at the Redwater Complex. The second quarter of 2024 includes $44 million in operating expenses related to Aux Sable as a wholly-owned entity.
Share of profit from equity accounted investees
Consistent with prior period. Losses recognized by PGI on interest rate derivative financial instruments in the second quarter of 2024 compared to gains in the second quarter of 2023, were offset by higher contributions from certain PGI assets, primarily due to higher interruptible volumes.
Earnings
Increase largely due to the net impacts of the Acquisition and no similar impacts this quarter as those previously related to the Northern Pipeline system outage in the second quarter of 2023, partially offset by lower Share of Profit from PGI, discussed above.
Adjusted EBITDA(2)
Increase largely due to the net impacts of the Acquisition and no similar impacts this quarter as those previously related to the Northern Pipeline system outage in the second quarter of 2023, as well as higher adjusted EBITDA from PGI, primarily related to higher interruptible volumes. Included in adjusted EBITDA is $172 million (2023: $141 million) related to PGI.
Volumes (mboe/d)(3)
Increase primarily due to the volumes now being recognized at Aux Sable following the Acquisition, and higher volumes at Younger as the second quarter of 2023 was impacted by the Northern Pipeline system outage, combined with higher interruptible volumes at certain PGI assets. Volumes include 354 mboe/d (2023: 337 mboe/d) related to PGI.
Change in Adjusted EBITDA ($ millions)(1)(2)
chart-44c669949e96423eb3f.jpg
(1)    Includes inter-segment transactions. See Note 4 to the Interim Financial Statements.
(2)    Refer to the "Non-GAAP & Other Financial Measures" section of this MD&A.
(3)    Revenue volumes in mboe/d. See the "Abbreviations" section of this MD&A for definition.
Pembina Pipeline Corporation Second Quarter 2024 13

Financial Overview for the Six Months Ended June 30
Results of Operations
($ millions, except where noted)
20242023Change
Facilities revenue(1)
525 428 97 
Operating expenses(1)
213 170 43 
Depreciation and amortization included in operations
78 75 3 
Share of profit from equity accounted investees
138 117 21 
Gross profit372 300 72 
Earnings358 288 70 
Adjusted EBITDA(2)
650 570 80 
Volumes (mboe/d)(3)
830 734 96 
Changes in Results
Revenue(1)(2)
Increase largely due to Pembina acquiring a controlling ownership interest in Aux Sable, following the Alliance/Aux Sable Acquisition on April 1, 2024. The current period includes $73 million in revenue related to Aux Sable as a wholly-owned entity. Higher volumes at the Redwater Complex and at Younger also contributed to the increase in revenue, as 2023 was impacted by the Northern Pipeline system outage, partially offset by lower recoverable power costs.
Operating expenses(1)
Increase largely due to the Acquisition, discussed above, partially offset by lower recoverable power costs at the Redwater Complex. The current period includes $44 million in operating expenses related to Aux Sable as a wholly-owned entity.
Share of profit from equity accounted investees
Increase largely due to higher contributions from certain PGI assets, primarily due to higher interruptible volumes, partially offset by lower unrealized gains on interest rate derivative financial instruments recognized in 2024 compared to the same period in 2023.
Earnings
Increase largely due to the net impacts of the Acquisition. Additionally, higher Share of Profit from PGI, discussed above, and higher revenues at the Redwater Complex and at Younger, also contributed to higher earnings, as 2023 was impacted by the Northern Pipeline system outage.
Adjusted EBITDA(2)
Increase largely due to the net impacts of the Acquisition. Additionally, higher adjusted EBITDA from PGI, largely due to higher volumes, combined with higher revenues at the Redwater Complex and at Younger, also contributed to the increase, as 2023 was impacted by the Northern Pipeline system outage. Included in adjusted EBITDA is $346 million (2023: $313 million) related to PGI.
Volumes (mboe/d)(3)
Increase primarily due to the volumes now being recognized at Aux Sable following the Acquisition, and higher volumes at Younger and the Redwater Complex as 2023 was impacted by the Northern Pipeline system outage, combined with higher interruptible volumes on certain PGI assets. Volumes include 357 mboe/d (2023: 340 mboe/d) related to PGI.
Change in Adjusted EBITDA ($ millions)(1)(2)
chart-69cc410664bb48b8863.jpg
(1)    Includes inter-segment transactions. See Note 4 to the Interim Financial Statements.
(2)    Refer to the "Non-GAAP & Other Financial Measures" section of this MD&A.
(3)    Revenue volumes in mboe/d. See the "Abbreviations" section of this MD&A for definition.
14 Pembina Pipeline Corporation Second Quarter 2024

Financial and Operational Overview
3 Months Ended June 306 Months Ended June 30
2024202320242023
($ millions, except where noted)
Volumes(1)
Earnings
Adjusted
EBITDA(2)
Volumes(1)
Earnings
Adjusted
EBITDA(2)
Volumes(1)

Earnings
Adjusted
EBITDA(2)
Volumes(1)
Earnings
Adjusted
EBITDA(2)
Facilities(3)
Gas Services599 83 200 564 84 167 606 176 402 563 143 360 
NGL Services256 98 140 185 70 106 224 183 249 171 146 211 
General & administrative— — — — (1)(1)— (1)(1)— (1)(1)
Total855 181 340 749 153 272 830 358 650 734 288 570 
(1)    Revenue volumes in mboe/d. See the "Abbreviations" section of this MD&A for definition.
(2)    Refer to the "Non-GAAP & Other Financial Measures" section of this MD&A.
(3)     Includes values attributed to Pembina's gas services and NGL services assets within the Facilities operating segment. For a description of Pembina's gas and NGL assets, refer to Pembina's AIF for the year ended December 31, 2023.
Projects & New Developments(1)
Facilities continues to build-out its natural gas and NGL processing and fractionation assets to service customer demand. The following outlines the projects and new developments within Facilities:
RFS IV
Capital Budget: $525 million (previously $460 million)
In-service Date(2): First half of 2026
Status: On time, trending over budget
RFS IV is a 55,000 bpd propane-plus fractionator at the existing Redwater fractionation and storage complex (the "Redwater Complex"). The project includes additional rail loading capacity and will leverage the design, engineering, and operating best practices of its existing facilities. With the addition of RFS IV, the fractionation capacity at the Redwater Complex will total 256,000 bpd. The estimated project cost has been revised to $525 million (previously $460 million), reflecting project scope changes as well as higher equipment, material and labour costs in light of growing Alberta construction activity. Pembina has now entered into a lump-sum engineering, procurement and construction agreement, for more than 70 percent of the project cost. This approach reduces the risk of further capital cost escalation, including by ensuring access to top tier contractors and fabrication facilities. Site clearing activities have been completed, engineering and procurement activities continue, and site construction began in the second quarter of 2024.
Wapiti Expansion
Capital Budget: $140 million (net to Pembina)
In-service Date(2): First half of 2026
Status: Recently sanctioned
PGI is developing an expansion that will increase natural gas processing capacity at the Wapiti Plant by 115 mmcf/d (gross to PGI). The expansion opportunity is driven by strong customer demand supported by growing Montney production and is expected to be fully underpinned by long-term, take-or-pay contracts. The project includes a new sales gas pipeline and other related infrastructure.
K3 Cogeneration Facility
Capital Budget: $70 million (net to Pembina)
In-service Date(2): First half of 2026
Status: Recently sanctioned
PGI is developing a 28 MW cogeneration facility at its K3 Plant, which is expected to reduce overall operating costs by providing power and heat to the gas processing facility, while reducing customers' exposure to power prices. The K3 Cogeneration Facility is expected to fully supply the K3 Plant's power requirements, with excess power sold to the grid at market rates. Further, through the utilization of the cogeneration waste heat and the low-emission power generated, the project is expected to contribute to a reduction in annual emissions compliance costs at the K3 Plant.
(1)    For further details on Pembina's significant assets, including definitions for capitalized terms used herein that are not otherwise defined, refer to Pembina's AIF for the year ended December 31, 2023 filed at www.sedarplus.ca (filed with the U.S. Securities and Exchange Commission at www.sec.gov under Form 40-F) and on Pembina's website at www.pembina.com.
(2)    Subject to environmental and regulatory approvals. See the "Forward-Looking Statements & Information" section of this MD&A.

Pembina Pipeline Corporation Second Quarter 2024 15

Marketing & New Ventures
Financial Overview for the Three Months Ended June 30
Results of Operations
($ millions, except where noted)2024
2023
Change
Marketing revenue(1)(2)
925 709 216 
Cost of goods sold(1)(2)
796 581 215 
Net revenue(1)(2)(3)
129 128 1 
Operating expenses(2)
4 — 4 
Depreciation and amortization included in operations17 11 6 
Share of (loss) profit from equity accounted investees(2)8 (10)
Gross profit106 125 (19)
Earnings135 115 20 
Adjusted EBITDA(3)
143 96 47 
Crude oil sales volumes (mboe/d)(4)
100 98 2 
NGL sales volumes (mboe/d)(4)
219 163 56 
Change in Results
Net revenue(1)(2)(3)
Higher net revenue from contracts with customers was largely due to higher NGL margins, resulting from higher marketed NGL volumes, higher propane, butane, and condensate prices, and lower input natural gas prices, combined with the Acquisition, in which Pembina acquired a controlling ownership interest in Aux Sable, resulting in a change from equity accounting to being fully consolidated on April 1, 2024. The second quarter of 2024 includes $43 million in net revenue related to Aux Sable as a wholly-owned entity.

Net revenue from contracts with customers was largely offset by lower revenue from risk management and physical derivative contracts, resulting from unrealized and realized losses on NGL-based derivatives compared to gains in the second quarter of 2023 and larger unrealized losses on renewable power purchase agreements due to a decline in forward power prices. These were partially offset by higher realized and unrealized gains on crude oil-based derivatives, primarily due to changes in pricing. Includes unrealized losses on commodity-related derivatives of $45 million (2023: $34 million gain) and realized gains on commodity-related derivatives of $74 million (2023: $80 million gain).
Share of (loss) profit from equity accounted investees
Following the Acquisition on April 1, 2024, the results from Aux Sable are no longer accounted for in Share of Profit and are now being fully consolidated.
Earnings
Increase largely due to gains associated with the derecognition of the provision related to financial assurances provided by Pembina which were assumed by Cedar LNG following the positive FID in June 2024, partially offset by higher general & administrative expenses. The increase in net revenue from contracts with customers resulting from higher NGL margins and the impacts of the Acquisition, was offset by lower revenue from risk management and physical derivative contracts, discussed above.
Adjusted EBITDA(3)
Increase largely due to higher net revenue from contracts with customers resulting from higher NGL margins and the impacts of the Acquisition, partially offset by lower realized gains on commodity-related derivatives in the second quarter of 2024 compared to the second quarter of 2023, discussed above, and higher general & administrative expenses.
Crude oil sales volumes (mboe/d)(4)
Consistent with prior period.
NGL sales volumes (mboe/d)(4)
Increase primarily due to higher ethane, propane, and butane sales largely due to the increase in Pembina's ownership interest in Aux Sable and the impact of lower supply volumes from the Redwater Complex in the second quarter of 2023 due to the impacts of the Northern Pipeline system outage.
Change in Adjusted EBITDA ($ millions)(1)(3)
chart-2948225bb41d4468a27.jpg
(1)    Comparative 2023 period has been adjusted. See "Accounting Policies & Estimates – Change in Accounting Policies" and Note 2 to the Interim Financial Statements.
(2)    Includes inter-segment transactions. See Note 4 to the Interim Financial Statements.
(3)    Refer to the "Non-GAAP & Other Financial Measures" section of this MD&A.
(4)    Marketed crude and NGL volumes in mboe/d. See the "Abbreviations" section of this MD&A for definition.
16 Pembina Pipeline Corporation Second Quarter 2024

Financial Overview for the Six Months Ended June 30
Results of Operations
($ millions, except where noted)2024
2023
Change
Marketing revenue(1)(2)
1,725 1,588 137 
Cost of goods sold(1)(2)
1,547 1,321 226 
Net revenue(1)(2)(3)
178 267 (89)
Operating expenses(2)
8 — 8 
Depreciation and amortization included in operations32 23 9 
Share of profit from equity accounted investees31 7 24 
Gross profit169 251 (82)
Earnings199 235 (36)
Adjusted EBITDA(3)
331 265 66 
Crude oil sales volumes (mboe/d)(4)
90 86 4 
NGL sales volumes (mboe/d)(4)
217 178 39 
Change in Results
Net revenue(1)(2)(3)
Lower revenue from risk management and physical derivative contracts was primarily due to larger unrealized losses on renewable power purchase agreements due to a decline in forward power prices, larger unrealized losses on NGL-based derivatives compared to 2023, combined with realized losses on NGL-based derivatives in 2024 compared to gains in 2023. Crude oil-based derivatives had no impact on revenue, as higher realized gains were offset by unrealized losses. Includes unrealized losses on commodity-related derivatives of $147 million (2023: nil) and realized gains on commodity-related derivatives of $119 million (2023: $158 million gain).

Revenue from risk management and physical derivative contracts was partially offset by higher net revenue from contracts with customers, largely due to higher marketed NGL volumes, higher propane, butane, and condensate prices, and lower input natural gas prices, combined with the Acquisition, in which Pembina acquired a controlling ownership interest in Aux Sable, resulting in a change from equity accounting to being fully consolidated on April 1, 2024. The current period includes $43 million in net revenue related to Aux Sable as a wholly-owned entity.
Share of profit from equity accounted investees
Following the completion of the Acquisition on April 1, 2024, Aux Sable is now fully consolidated rather than being accounted for in Share of Profit. Share of Profit from Aux Sable for 2024, representing the first three months of the year, was higher than the first six months of 2023 largely due to higher NGL margins in the first quarter of 2024 compared to the first six months of 2023.
Earnings
Decrease largely due to lower net revenue, discussed above, combined with higher general & administrative expenses, partially offset by gains associated with the derecognition of the provision related to financial assurances provided by Pembina which were assumed by Cedar LNG following the positive FID in June 2024, and higher Share of Profit from Aux Sable, discussed above.
Adjusted EBITDA(3)
Increase largely due to higher net revenue from contracts with customers resulting from higher NGL margins and the impacts of the Acquisition, partially offset by lower realized gains on commodity-related derivatives in 2024 compared to 2023, discussed above.
Crude oil sales volumes (mboe/d)(4)
Consistent with prior period.
NGL sales volumes (mboe/d)(4)
Increase primarily due to higher ethane, propane, and butane sales largely due to the increase in Pembina's ownership interest in Aux Sable and the impact of lower supply volumes from the Redwater Complex in 2023 due to the impacts of the Northern Pipeline system outage.
Change in Adjusted EBITDA ($ millions)(1)(3)
chart-84ef24cd401b4f518dc.jpg
(1)    Comparative 2023 period has been adjusted. See "Accounting Policies & Estimates – Change in Accounting Policies" and Note 2 to the Interim Financial Statements.
(2)    Includes inter-segment transactions. See Note 4 to the Interim Financial Statements.
(3)    Refer to the "Non-GAAP & Other Financial Measures" section of this MD&A.
(4)    Marketed crude and NGL volumes in mboe/d. See the "Abbreviations" section of this MD&A for definition.
Pembina Pipeline Corporation Second Quarter 2024 17

Financial and Operational Overview
3 Months Ended June 306 Months Ended June 30
2024202320242023
($ millions, except where noted)
Volumes(1)
Earnings
Adjusted
EBITDA(2)
Volumes(1)
Earnings
Adjusted
EBITDA(2)
Volumes(1)
Earnings
Adjusted
EBITDA(2)
Volumes(1)
Earnings
Adjusted
EBITDA(2)
Marketing & New Ventures(3)
Marketing319 101 150 163 130 111 217 158 331 178 254 283 
New Ventures(4)
— 34 (7)— (15)(15)— 41 — — (19)(18)
Total319 135 143 163 115 96 217 199 331 178 235 265 
(1)    Marketed crude and NGL volumes in mboe/d. See the "Abbreviations" section of this MD&A for definition.
(2)    Refer to the "Non-GAAP & Other Financial Measures" section of this MD&A.
(3)     Includes values attributed to Pembina's marketing activities and new ventures projects within the Marketing & New Ventures operating segment. For further details on Pembina's marketing activities and projects, refer to Pembina's AIF for the year ended December 31, 2023.
(4)    All New Ventures projects have not yet commenced operations and therefore have no volumes.
Projects & New Developments(1)
The New Ventures group is responsible for the development of new large-scale, or value chain extending projects, including those that provide enhanced access to global markets and support a transition to a lower-carbon economy. Currently, Pembina is pursuing opportunities associated with LNG, low-carbon commodities, and large-scale GHG emissions reductions.
Cedar LNG
Pembina has formed a partnership with the Haisla Nation and in June 2024 announced a positive FID to develop the Cedar LNG Project, a 3.3 million tonne per annum ("mtpa") floating liquefied natural gas ("LNG") facility in Kitimat, British Columbia, within the traditional territory of the Haisla Nation. The Cedar LNG Project will provide a valuable outlet for WCSB natural gas to access global markets and is expected to achieve higher prices for Canadian producers and enhance global energy security. Given it will be a floating LNG facility, manufactured in the controlled conditions of a shipyard, it is expected that the Cedar LNG Project will have lower construction and execution risk. Further, powered by BC Hydro, the Cedar LNG Project is expected to be one of the lowest emissions LNG facilities in the world.
Cedar LNG has secured a 20-year take-or-pay, fixed toll contract with ARC Resources Ltd. for 1.5 mtpa of LNG. As part of the agreement, ARC Resources Ltd. will supply Cedar LNG approximately 200 million cubic feet per day of natural gas via the Coastal GasLink pipeline from its production base in the Montney. Pembina has also entered into an identical bridging agreement with Cedar LNG for 1.5 mtpa of capacity. Commercial negotiations with multiple other potential customers continue to progress as Pembina plans to assign its capacity to a third-party.
The Cedar LNG Project has an estimated cost of approximately U.S. $3.4 billion (gross), including U.S. $2.3 billion (gross), or approximately 70 percent, for the floating LNG production unit, which is being constructed under a fixed-price, lump-sum agreement with Samsung Heavy Industries and Black & Veatch, U.S. $1.1 billion (gross) related to onshore infrastructure, owner's costs, commissioning and start-up costs, financial assurances during construction, and other costs. The total Cedar LNG Project cost, including approximately U.S. $0.6 billion (gross) of interest during construction and transaction costs, is expected to be approximately U.S. $4.0 billion (gross). The anticipated in-service date of the Cedar LNG Project is in late 2028.
Alberta Carbon Grid
Pembina and TC Energy Corporation ("TC Energy") have formed a partnership to develop the Alberta Carbon Grid ("ACG"), a carbon transportation and sequestration platform that is intended to enable Alberta-based industries located in and around the Alberta Industrial Heartland to effectively manage their GHG emissions, contribute positively to Alberta's lower-carbon economy, and create sustainable long-term value for Pembina and TC Energy stakeholders. ACG is developing the Industrial Heartland project, which will have the potential to transport and store up to ten million tonnes of carbon dioxide annually. ACG completed the appraisal well drilling, logging and testing in December 2023. Preliminary data was consistent with ACG's storage capacity expectations and further work is underway to confirm the initial results. Throughout 2024, ACG will continue to progress commercial conversations and refine the project scope.
(1)    For further details on Pembina's significant assets, including definitions for capitalized terms used herein that are not otherwise defined, refer to Pembina's AIF for the year ended December 31, 2023 filed at www.sedarplus.ca (filed with the U.S. Securities and Exchange Commission at www.sec.gov under Form 40-F) and on Pembina's website at www.pembina.com.
18 Pembina Pipeline Corporation Second Quarter 2024

Corporate and Income Tax
Financial Overview for the Three Months Ended June 30
Results of Operations
($ millions)20242023Change
Revenue(1)
1111 — 
General and administrative74 668 
Other expense20 1 19 
Loss on Alliance/Aux Sable Acquisition616 — 616 
Net finance costs13010327 
Earnings (loss)(828)(161)(667)
Adjusted EBITDA(2)
(47)(46)(1)
Income tax (recovery) expense(506)94 (600)
Change in Results
Revenue(1)
Consistent with prior period. Relates primarily to fixed fee income related to shared service agreements with PGI.
General and administrative
Increase largely due to higher long-term incentive costs driven by the change in Pembina's share price and Pembina's performance relative to peers in the second quarter of 2024 compared to the second quarter of 2023, partially offset by lower consulting fees.
Other expense
Increase largely due to higher acquisition fees and integration costs related to the Alliance/Aux Sable Acquisition.
Loss on Alliance/Aux Sable Acquisition
$616 million loss recognized from the disposition of Pembina's previous investments in the Acquirees following the Acquisition, offset by a $626 million deferred tax recovery recognized from the Acquisition, resulting in a net gain of $10 million. Refer to Note 2 and Note 3 to the Interim Financial Statements for further details.
Net finance costsIncrease largely due to higher interest expense on long-term debt due to a combination of higher debt levels following the Acquisition, and interest rates, partially offset by higher interest income.
Earnings (loss)
Decrease largely due to the loss recognized on the Acquisition, higher net finance costs, higher acquisition fees and integration costs related to the Acquisition, and higher general & administrative costs.
Adjusted EBITDA(2)
Consistent with prior period.
Income tax (recovery) expense
The income tax recovery in the second quarter of 2024 is largely due to a $626 million deferred tax recovery recognized in connection with the Acquisition, partially offset by higher earnings. Refer to Note 3 to the Interim Financial Statements for further details.
(1)    Excludes inter-segment eliminations.
(2)    Refer to the "Non-GAAP & Other Financial Measures" section of this MD&A.
Pembina Pipeline Corporation Second Quarter 2024 19

Financial Overview for the Six Months Ended June 30
Results of Operations
($ millions)20242023Change
Revenue(1)
2322 1 
General and administrative
15413420 
Other expense22 — 22 
Loss on Alliance/Aux Sable Acquisition616— 616 
Net finance costs22820424 
Earnings (loss)(995)(317)(678)
Adjusted EBITDA(2)
(100)(91)(9)
Income tax (recovery) expense(415)200 (615)
Change in Results
Revenue(1)
Consistent with prior period. Relates primarily to fixed fee income related to shared service agreements with PGI.
General and administrative
Increase largely due to higher long-term incentive costs driven by the change in Pembina's share price in 2024 compared to the same period in 2023, higher salaries and wages, and higher information technology-related maintenance costs, partially offset by lower consulting fees.
Other expense
Increase largely due to higher acquisition fees and integration costs related to the Alliance/Aux Sable Acquisition.
Loss on Alliance/Aux Sable Acquisition
$616 million loss recognized from the disposition of Pembina's previous investments in the Acquirees following the Acquisition, offset by a $626 million deferred tax recovery recognized from the Acquisition, resulting in a net gain of $10 million. Refer to Note 2 and Note 3 to the Interim Financial Statements for further details.
Net finance costsIncrease largely due to higher interest expense on long-term debt due to a combination of higher debt levels, following the Acquisition, and interest rates, partially offset by higher interest income.
Earnings (loss)
Decrease largely due to the loss recognized on the Acquisition, higher net finance costs, higher acquisition fees and integration costs related to the Acquisition, and higher general & administrative costs.
Adjusted EBITDA(2)
Decrease largely due to higher general & administrative costs, discussed above.
Income tax (recovery) expense
The income tax recovery in 2024 is largely due to a $626 million deferred tax recovery recognized in connection with the Acquisition, combined with an adjustment in the tax basis of an investment in partnership, partially offset by higher earnings, which resulted in an 83 percent effective tax recovery rate in 2024, compared to an effective tax rate of 21 percent in 2023. Refer to Note 3 to the Interim Financial Statements for further details.
(1)    Excludes inter-segment eliminations.
(2)    Refer to the "Non-GAAP & Other Financial Measures" section of this MD&A.
20 Pembina Pipeline Corporation Second Quarter 2024

4. LIQUIDITY & CAPITAL RESOURCES
Available Sources of Liquidity

($ millions)
June 30, 2024December 31, 2023
Working capital(1)
(747)(588)
Variable rate debt
Senior unsecured credit facilities(2)
999 778 
Interest rate swapped debt(342)(31)
Total variable rate loans and borrowings outstanding (weighted average interest rate of 6.3% (2023: 6.3%))
657 747 
Fixed rate debt
Senior unsecured medium-term notes11,200 9,100 
Interest rate swapped debt342 31 
Total fixed rate loans and borrowings outstanding (weighted average interest rate of 4.4% (2023: 4.0%))
11,542 9,131 
Total loans and borrowings outstanding12,199 9,878 
Cash and unutilized debt facilities2,956 2,240 
Subordinated hybrid notes (weighted average interest rate of 4.8% (2023: 4.8%))
600 600 
(1)    Current assets of $1.6 billion (December 31, 2023: $2.6 billion) less current liabilities of $2.4 billion (December 31, 2023: $3.2 billion). As at June 30, 2024, working capital included $1.1 billion (December 31, 2023: $650 million) associated with the current portion of long-term debt.
(2)    Includes U.S. $250 million variable rate debt outstanding at June 30, 2024 (December 31, 2023: U.S. $250 million), with the full notional amount hedged using an interest rate swap at 1.47 percent.
Pembina currently anticipates that its cash flow from operating activities, the majority of which is derived from fee-based contracts, will be more than sufficient to meet its operating obligations, to fund its dividends and to fund its capital expenditures in the short term and long term. Pembina expects to source funds required for debt maturities from cash, its credit facilities and by accessing the capital markets, as required. Based on its successful access to financing in the capital markets over the past several years, Pembina expects to continue to have access to additional funds as required. Refer to "Risk Factors – General Risk Factors – Additional Financing and Capital Resources" in Pembina's MD&A for the year ended December 31, 2023 and Note 23 to the Consolidated Financial Statements for more information. Management continues to monitor Pembina's liquidity and remains satisfied that the leverage employed in Pembina's capital structure is sufficient and appropriate given the characteristics and operations of the underlying asset base.
Management may adjust Pembina's capital structure as a result of changes in economic conditions or the risk characteristics of the underlying assets. To maintain or modify Pembina's capital structure in the future, Pembina may renegotiate debt terms, repay existing debt, seek new borrowings, issue additional equity or hybrid securities and/or repurchase or redeem additional common or preferred shares.
As at June 30, 2024, Pembina's credit facilities consisted of: an unsecured $1.5 billion (December 31, 2023: $1.5 billion) revolving credit facility, which includes a $750 million (December 31, 2023: $750 million) accordion feature, which provides Pembina with the ability to increase the credit facility subject to lender approval, and matures in June 2029 (the "Revolving Facility"); an unsecured $1.0 billion (December 31, 2023: $1.0 billion) sustainability linked revolving credit facility, which matures in June 2027 (the "SLL Credit Facility"); an unsecured U.S. $250 million (December 31, 2023: U.S. $250 million) non-revolving term loan, which matures in May 2025; and an operating facility of $50 million (December 31, 2023: $50 million), which matures in June 2025 and is typically renewed on an annual basis (collectively, the "Credit Facilities").
There are no mandatory principal repayments due over the term of the Credit Facilities. Pembina is required to meet certain specific and customary affirmative and negative financial covenants under the indenture governing its medium-term notes and the agreements governing its Credit Facilities, including a requirement to maintain certain financial ratios. See "Liquidity & Capital Resources – Covenants" below for more information.


Pembina Pipeline Corporation Second Quarter 2024 21

The SLL Credit Facility contains pricing adjustments that reduce or increase borrowing costs based on Pembina's performance relative to a GHG emissions intensity reduction performance target. Previously, Pembina announced its commitment to reduce its GHG emissions intensity by 30 percent by 2030, relative to baseline 2019 levels. The specific terms of the SLL Credit Facility include annual intermediate targets that align with Pembina's trajectory towards its 2030 target.
Pembina is also subject to customary restrictions on its operations and activities under the indenture governing its medium-term notes and the agreements governing its Credit Facilities, including restrictions on the granting of security, incurring indebtedness and the sale of its assets.
With the exception of the sustainability-linked adjustments to borrowing costs, the terms and conditions of the SLL Credit Facility and the Revolving Facility, including financial covenants, are substantially similar to each other.
Following the Alliance/Aux Sable Acquisition, Pembina assumed Alliance's unsecured credit facilities including a $315 million term loan, a U.S. $250 million term loan, a $30 million multi-use operating/revolving facility, and a U.S. $30 million multi-use operating/revolving facility, each of which primarily mature in December 2025. Additionally, Pembina assumed Aux Sable's unsecured credit facilities including a U.S. $20 million revolving credit facility and a U.S. $45 million revolving credit facility, both of which mature in December 2024.
Financing Activity
On January 12, 2024, Pembina closed the January MTN Offering of $1.8 billion aggregate principal amount of senior unsecured medium-term notes. The January MTN Offering was conducted in three tranches, consisting of the issuance of $600 million aggregate principal amount of senior unsecured medium-term notes, series 20 (the "Series 20 notes"), having a fixed coupon of 5.02 percent per annum, payable semi-annually and maturing on January 12, 2032; $600 million aggregate principal amount of senior unsecured medium-term notes, series 21 (the "Series 21 notes"), having a fixed coupon of 5.21 percent per annum, payable semi-annually and maturing on January 12, 2034; and $600 million aggregate principal amount of senior unsecured medium-term notes, series 22 (the "Series 22 notes"), having a fixed coupon of 5.67 percent per annum, payable semi-annually and maturing on January 12, 2054. Pembina used a portion of the net proceeds of the January MTN Offering to repay indebtedness of the Company under the Revolving Facility and for general corporate purposes. Pembina used the remaining net proceeds of the January MTN Offering to fund a portion of the purchase price for the Acquisition. Refer to the "Alliance/Aux Sable Acquisition" section of this MD&A for additional information.
On January 22, 2024, Pembina's $650 million aggregate principal amount of senior unsecured medium-term notes, series 8, matured and were fully repaid.
On April 18, 2024, Pembina completed an extension on its $1.5 billion Revolving Facility, which now matures on June 1, 2029, and an extension on its $50 million operating facility, which now matures on June 1, 2025.
On June 28, 2024, Pembina closed an offering of $950 million aggregate principal amount of senior unsecured medium-term notes (the "June MTN Offering"). The June MTN Offering was conducted in three tranches, consisting of the issuance of $650 million aggregate principal amount of senior unsecured medium-term notes, series 23 (the "Series 23 notes") having a fixed coupon of 5.22 percent per annum, paid semi-annually, and maturing on June 28, 2033; $150 million aggregate principal amount issued through a re-opening of the Series 20 notes (as defined above); and $150 million aggregate principal amount issued through a re-opening of the Series 22 notes (as defined above). The net proceeds of the June MTN Offering were used to repay indebtedness of the Company under the Revolving Facility, to fund the partial redemption of the Series 19 notes (as defined below), and for general corporate purposes.
22 Pembina Pipeline Corporation Second Quarter 2024

Subsequent to the end of the second quarter, effective July 6, 2024, Pembina completed the redemption of $150 million aggregate principal amount of its outstanding $300 million aggregate principal amount of senior unsecured medium-term notes, series 19 (the "Series 19 notes") due June 22, 2026 for cash. The Series 19 notes were redeemed at a redemption price of approximately $1,002 for each $1,000 principal amount of Series 19 notes, being equal to the outstanding principal amount, plus accrued but unpaid interest up until, but excluding, July 6, 2024. Pembina funded the redemption of the Series 19 notes through a portion of the net proceeds of the June MTN Offering.
Covenants
Pembina is subject to certain financial covenants under the indentures governing its medium-term notes and the agreements governing the senior unsecured credit facilities. As at June 30, 2024, Pembina was in compliance with those covenants (December 31, 2023: in compliance).
Debt
Financial Covenant(1)
Ratio
Ratio as at June 30, 2024
Senior unsecured medium-term notes Funded Debt to Capitalization
Maximum 0.70(2)
0.41 
Credit Facilities
Debt to Capital
Maximum 0.70(3)
0.40 
(1)    Terms as defined in relevant agreements.
(2)    Covenant must be met at the reporting date and filed within 90 days after the end of each fiscal year and within 10 business days after filing of the Consolidated Financial Statements.
(3)    Covenant must be met at the reporting date and filed within 120 days after the end of each fiscal year and 60 days after each quarter.

Credit Risk
Pembina continues to actively monitor and reassess the creditworthiness of its counterparties. The majority of Pembina's credit exposure is to investment grade counterparties. Pembina assesses all high exposure counterparties during the on-boarding process and actively monitors credit limits and exposure across the business. Pembina may reduce or mitigate its exposure to certain counterparties where it is deemed warranted and permitted under contractual terms. Where warranted, financial assurances may be sought from counterparties to mitigate and reduce risk, and such assurances may include guarantees, letters of credit and cash collateral. Letters of credit totaling $264 million (December 31, 2023: $124 million) were held as at June 30, 2024, primarily in respect of customer trade receivables.
Credit Ratings
The following information with respect to Pembina's credit ratings is provided as such information relates to Pembina's financing costs and liquidity. Specifically, credit ratings affect Pembina's ability to obtain short-term and long-term financing and the cost of such financing. A reduction in the current ratings of Pembina's debt by its rating agencies, particularly a downgrade below investment-grade ratings, could adversely affect Pembina's cost of financing and its access to sources of liquidity and capital. In addition, changes in credit ratings and the associated costs may affect Pembina's ability to enter into normal course derivative or hedging transactions. Credit ratings are intended to provide investors with an independent measure of the credit quality of any issues of securities. The credit ratings assigned by the rating agencies are not recommendations to purchase, hold or sell the securities, nor do the credit rating agencies comment on the market price or suitability for a particular investor. Any credit rating may not remain in effect for a given period of time or may be revised or withdrawn entirely by a rating agency in the future if, in its judgment, circumstances so warrant.
DBRS Limited ("DBRS") rates Pembina's senior unsecured medium-term notes 'BBB (high)'. DBRS has also assigned a debt rating of 'BBB (low)' to Pembina's Fixed-To-Fixed Rate Subordinated Notes, Series 1 (the "Series 1 Subordinated Notes") and a rating of 'Pfd-3 (high)' for each issued series of Pembina's Class A Preferred Shares, other than the Class A Preferred Shares, Series 2021-A (the "Series 2021-A Class A Preferred Shares"), which are deliverable to the holders of the Series 1 Subordinated Notes following the occurrence of certain bankruptcy or insolvency events in respect of Pembina.
Pembina Pipeline Corporation Second Quarter 2024 23

The long-term corporate credit rating assigned by S&P Global Ratings ("S&P") on Pembina is 'BBB'. S&P has also assigned a debt rating of 'BBB' to Pembina's senior unsecured medium-term notes, a debt rating of 'BB+' to the Series 1 Subordinated Notes, and a rating of 'P-3 (High)' to each issued series of Pembina's Class A Preferred Shares, other than the Series 2021-A Class A Preferred Shares.
Refer to "Description of the Capital Structure of Pembina – Credit Ratings" in the AIF for the year ended December 31, 2023 for further information.
Commitments and Off-Balance Sheet Arrangements
Commitments
Pembina had the following contractual obligations outstanding as at June 30, 2024:
Contractual Obligations(1)
Payments Due By Period
($ millions)TotalLess than 1 year1 – 3 years3 – 5 yearsAfter 5 years
Long-term debt(2)
20,231 1,765 2,928 2,159 13,379 
Transportation and processing(3)
10,760 55 108 312 10,285 
Leases(4)
871 110 194 165 402 
Construction commitments(5)
566 476 90 — — 
Other commitments related to lease contracts(6)
432 42 81 76 233 
Funding commitments, software, and other65 25 34 5 1 
Total contractual obligations
32,925 2,473 3,435 2,717 24,300 
(1)Pembina enters into product purchase agreements and power purchase agreements to secure supply for future operations. Purchase prices of both NGL and power are dependent on current market prices. Volumes and prices for NGL and power contracts cannot be reasonably determined, and therefore, an amount has not been included in the contractual obligations schedule. Product purchase agreements range from one to eight years and involve the purchase of NGL products from producers. Assuming product is available, Pembina has secured between 16 and 177 mbpd of NGL each year up to and including 2031. Power purchase agreements range from one to 25 years and involve the purchase of power from electrical service providers. Pembina has secured up to 78 megawatts per day each year up to and including 2048.
(2)Includes loans and borrowings, subordinated hybrid notes and interest payments on Pembina's senior unsecured medium-term notes. Excludes deferred financing costs.
(3)On April 1, 2024, Pembina signed commercial agreements for 50 percent of Cedar LNG's operating capacity. Pembina plans to reassign its respective capacity prior to Cedar LNG's in-service date. As a result of having signed these commercial arrangements, as at June 30, 2024, Pembina has disclosed related transportation and processing commitments of approximately $10.5 billion.
(4)Includes pipelines, facilities, terminals, rail, office space, land and vehicle leases.
(5)Excludes significant projects that are awaiting regulatory approval, projects which Pembina is not committed to construct, and projects that are executed by equity accounted investees.
(6)Relates to expected variable lease payments excluded from the measurements of the lease liability and payments related to non-lease components in lessee lease contracts.
Contingencies
Pembina, including its subsidiaries and its investments in equity accounted investees, are subject to various legal and regulatory and tax proceedings, actions and audits arising in the normal course of business. Pembina represents its interests vigorously in all proceedings in which it is involved. Legal and administrative proceedings involving possible losses are inherently complex, and the Company applies significant judgment in estimating probable outcomes. As of June 30, 2024, there were no significant claims filed against Pembina for which management believes the resolution of any such actions or proceedings would have a material impact on Pembina's financial position or results of operations.
Off-Balance Sheet Arrangements
As at June 30, 2024, Pembina does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on Pembina's financial condition, results of operations, liquidity or capital expenditures.
Letters of Credit
Pembina has provided letters of credit to various third parties in the normal course of conducting business. The letters of credit include financial guarantees to counterparties for product purchases and sales, transportation services, utilities, engineering and construction services. The letters of credit have not had, and are not expected to have, a material impact on Pembina's financial position, earnings, liquidity or capital resources. As at June 30, 2024, Pembina had $320 million (December 31, 2023: $201 million) in letters of credit issued. Subsequent to the end of the second quarter of 2024, in July 2024, letters of credit of $102 million that were previously issued by Pembina on behalf of Cedar LNG were cancelled and re-issued by Cedar LNG.
24 Pembina Pipeline Corporation Second Quarter 2024

5. SHARE CAPITAL
Common Shares
On May 13, 2024, the Toronto Stock Exchange ("TSX") accepted the renewal of Pembina's normal course issuer bid (the "NCIB") that allowed the Company to repurchase, at its discretion, up to five percent of the Company's outstanding common shares (representing approximately 29 million common shares) through the facilities of the TSX, the New York Stock Exchange and/or alternative Canadian trading systems or as otherwise permitted by applicable securities law, subject to certain restrictions on the number of common shares that may be purchased on a single day. The NCIB commenced on May 16, 2024 and will expire on the earlier of May 15, 2025 and the date on which Pembina has acquired the maximum number of common shares allowable under the NCIB or the date on which Pembina otherwise decides not to make any further repurchases under the NCIB. No common shares were purchased by Pembina during the three and six months ended June 30, 2024.
Common Share Dividends
Common share dividends are payable if, as and when declared by Pembina's Board of Directors. The amount and frequency of dividends declared and payable is at the discretion of Pembina's Board of Directors, which considers earnings, cash flow, capital requirements, the financial condition of Pembina and other relevant factors when making its dividend determination.
Preferred Shares
On February 15, 2024, Pembina announced that none of the six million Cumulative Redeemable Rate Reset Class A Preferred Shares, Series 3 ("Series 3 Class A Preferred Shares") outstanding were converted into Cumulative Redeemable Floating Rate Class A Preferred Shares, Series 4. The annual dividend rate for the Series 3 Class A Preferred Shares for the five-year period from and including March 1, 2024 to, but excluding March 1, 2029, will be 6.019 percent.
On March 18, 2024, Pembina announced that none of the six million Cumulative Redeemable Rate Reset Class A Preferred Shares, Series 17 ("Series 17 Class A Preferred Shares") outstanding were converted into Cumulative Redeemable Floating Rate Class A Preferred Shares, Series 18. The annual dividend rate for the Series 17 Class A Preferred Shares for the five-year period from and including March 31, 2024 to, but excluding March 31, 2029, will be 6.605 percent.
On May 17, 2024, Pembina announced that none of the ten million Cumulative Redeemable Rate Reset Class A Preferred Shares, Series 5 ("Series 5 Class A Preferred Shares") outstanding were converted into Cumulative Redeemable Floating Rate Class A Preferred Shares, Series 6. The annual dividend rate for the Series 5 Class A Preferred Shares for the five-year period from and including June 1, 2024 to, but excluding June 1, 2029, will be 6.814 percent.
Preferred Share Dividends
Other than in respect of the Series 2021-A Class A Preferred Shares, the holders of Pembina's Class A Preferred Shares are entitled to receive fixed or floating cumulative dividends, as applicable. Dividends on the Series 1, 3, 5, 7, 9, 21 and 22 Class A Preferred Shares are payable quarterly on the first day of March, June, September and December, if, as and when declared by the Board of Directors of Pembina. Dividends on the Series 15, 17 and 19 Class A Preferred Shares are payable on the last day of March, June, September and December in each year, if, as and when declared by the Board of Directors of Pembina. Dividends on the Series 25 Class A Preferred Shares are payable on the 15th day of February, May, August and November in each year, if, as and when declared by the Board of Directors of Pembina.
Dividends are not payable on the Series 2021-A Class A Preferred Shares, nor shall any dividends accumulate or accrue, prior to delivery of Series 2021-A Class A Preferred Shares to the holders of the Series 1 Subordinated Notes following the occurrence of certain bankruptcy or insolvency events in respect of Pembina. Thereafter, dividends on the Series 2021-A Class A Preferred Shares are payable on the 25th day of January and July in each year, if, as and when declared by the Board of Directors.
Pembina Pipeline Corporation Second Quarter 2024 25

Subscription Receipts
In connection with the Alliance/Aux Sable Acquisition, on December 19, 2023, Pembina closed its Subscription Receipt Offering of 29.9 million subscription receipts (including 3.9 million subscription receipts issued pursuant to the exercise in full by the underwriters for the offering of the over-allotment option granted to them by Pembina) at a price of $42.85 per subscription receipt for total gross proceeds of $1.3 billion.
Pursuant to the terms of the subscription receipts, on March 28, 2024, a payment of $0.6675 per subscription receipt (a "Dividend Equivalent Payment") was made to the holders of subscription receipts of record as of March 15, 2024. The amount of the Dividend Equivalent Payment was equivalent to the dividend paid per common share on the same date to the holders of common shares.
After accounting for the Dividend Equivalent Payment, the underwriter fees, other expenses, and interest income related to the Subscription Receipt Offering, net proceeds were $1.2 billion. The net proceeds of the Subscription Receipt Offering were received by Pembina on March 27, 2024 and were used to fund a portion of the purchase price of the Acquisition which closed on April 1, 2024. Concurrent with the closing of the Acquisition, each holder of subscription receipts received, automatically and without additional consideration or further action on the part of the holder, one common share of the Company.
Outstanding Share Data
Issued and outstanding (thousands)(1)
August 2, 2024
Common shares580,214 
Stock options(2)
5,859 
Series 1 Class A Preferred Shares10,000 
Series 3 Class A Preferred Shares6,000 
Series 5 Class A Preferred Shares10,000 
Series 7 Class A Preferred Shares10,000 
Series 9 Class A Preferred Shares9,000 
Series 15 Class A Preferred Shares8,000 
Series 17 Class A Preferred Shares6,000 
Series 19 Class A Preferred Shares8,000 
Series 21 Class A Preferred Shares14,972 
Series 22 Class A Preferred Shares1,028 
Series 25 Class A Preferred Shares10,000 
(1)    Pembina issued 600,000 Series 2021-A Class A Preferred Shares to the Computershare Trust Company of Canada, to be held in trust to satisfy its obligations under the indenture governing the Series 1 Subordinated Notes, in connection with the issuance of the Series 1 Subordinated Notes.
(2)    Balance includes 3.9 million exercisable stock options.
26 Pembina Pipeline Corporation Second Quarter 2024

6. CAPITAL EXPENDITURES
3 Months Ended June 306 Months Ended June 30
($ millions)2024202320242023
Pipelines171 77 312 183 
Facilities76 33 108 53 
Marketing & New Ventures8 — 11 3 
Corporate and other projects10 13 20 21 
Total capital expenditures(1)
265 123 451 260 
(1)    Includes $32 million for the three months ended June 30, 2024 (2023: $30 million) and $47 million for the six months ended June 30, 2024 (2023: $47 million) related to non-recoverable sustainment activities.
In both the second quarter and first six months of 2024 and 2023, Pipelines capital expenditures continued to be largely related to Pembina's Peace Pipeline system expansion projects, including the Phase VIII Expansion which was placed into service in the second quarter of 2024, and the NEBC MPS Expansion. Facilities capital expenditures in the second quarter of 2024 and 2023 primarily related to Redwater expansion projects. In the second quarter of 2024 and 2023, there were no significant projects for Marketing & New Ventures capital expenditures. Corporate capital expenditures in the second quarter of 2024 and 2023 related mainly to information technology infrastructure and systems development.
Future capital expenditures for the remaining months of 2024 are estimated to be between $525 million and $575 million and are primarily related to the construction of RFS IV, the NEBC MPS Expansion, and investments in smaller growth projects, including various laterals and terminals, and spending on projects previously placed into service. Of the total future capital expenditure, between $150 million and $160 million is designated for non-recoverable sustaining capital to ensure safe and reliable operations.
For contributions to equity accounted investees, refer to the "Segment Results – Equity Accounted Investees Overview by Division" section of this MD&A.
Pembina Pipeline Corporation Second Quarter 2024 27

7. SELECTED QUARTERLY INFORMATION
Selected Quarterly Operating Information
(mboe/d)202420232022
Q2Q1Q4Q3Q2Q1Q4Q3
Volumes(1)(2)
Pipelines – transportation volumes
Conventional Pipelines
969 1,007 1,054 1,034 881 900 1,024 977 
Transmission Pipelines726 588 590 582 580 594 593 577 
Oil Sands and Heavy Oil Pipelines1,021 1,003 1,008 979 977 973 976 977 
Facilities – processing and fractionation volumes
Gas Services
599 612 602 605 564 563 588 686 
NGL Services256 193 199 198 185 158 211 207 
Total revenue volumes3,571 3,403 3,453 3,398 3,187 3,188 3,392 3,424 
Marketing & New Ventures – sales volumes
Marketed crude100 80 82 89 98 73 96 80 
Marketed NGL219 215 217 166 163 194 193 184 
(1)    Volumes in mboe/d. See the "Abbreviations" section of this MD&A for definition. Volumes for Pipelines and Facilities divisions are revenue volumes, which are physical volumes plus volumes recognized from take-or-pay commitments. Volumes for Marketing & New Ventures are marketed crude and NGL volumes and are excluded from total volumes to avoid double counting.
(2)    Includes Pembina's proportionate share of volumes from equity accounted investees.
Take-or-pay Contract Liabilities
($ millions)202420232022
Q2Q1Q4Q3Q2Q1Q4Q3
Opening balance
7 1 22 40 26 3 15 27 
Revenue deferred
55 52 56 59 50 43 48 55 
Revenue recognized(50)(46)(77)(77)(36)(20)(60)(68)
Transfers to liabilities related to assets held for sale— — — — — — — 3 
Disposition— — — — — — — (2)
Ending take-or-pay contract liability balance
12 7 1 22 40 26 3 15 
28 Pembina Pipeline Corporation Second Quarter 2024

Quarterly Financial Information
($ millions, except where noted)
2024
2023(2)
2022(2)
Q2Q1Q4Q3Q2Q1Q4Q3
Revenue1,855 1,540 1,836 1,455 1,422 1,618 1,771 1,883 
Net revenue(1)
1,222 912 1,142 989 906 936 994 1,113 
Operating expenses240 189 217 219 189 200 240 225 
Share of profit from equity accounted investees61 151 94 43 97 82 79 123 
Gross profit815 730 850 659 659 672 681 874 
Adjusted EBITDA(1)
1,091 1,044 1,033 1,021 823 947 925 967 
Earnings479 438 698 346 363 369 243 1,829 
Earnings per common share – basic (dollars)
0.75 0.74 1.21 0.58 0.60 0.61 0.39 3.24 
Earnings per common share – diluted (dollars)
0.75 0.73 1.21 0.57 0.60 0.61 0.39 3.23 
Cash flow from operating activities954 436 880 644 653 458 947 723 
Cash flow from operating activities per common share – basic (dollars)
1.64 0.79 1.60 1.17 1.19 0.83 1.72 1.30 
Adjusted cash flow from operating activities(1)
837 782 747 659 606 634 690 588 
Adjusted cash flow from operating activities per common share – basic (dollars)(1)
1.44 1.42 1.36 1.20 1.10 1.15 1.25 1.07 
Common shares outstanding (millions):
Weighted average – basic580 549 549 549 550 550 551 554 
Weighted average – diluted581 550 550 550 551 551 553 556 
End of period580 549 549 549 549 550 550 552 
Common share dividends declared400 367 367 366 367 359 359 354 
Dividends per common share
0.69 0.67 0.67 0.67 0.67 0.65 0.65 0.64 
Preferred share dividends declared33 31 30 31 31 28 32 31 
Capital expenditures265 186 177 169 123 137 143 131 
Contributions to equity accounted investees144 103 202 20 11 38 46 24 
Distributions from equity accounted investees123 239 227 202 191 199 235 138 
(1)    Refer to the "Non-GAAP & Other Financial Measures" section of this MD&A.
(2)    Comparative 2023 and 2022 periods have been adjusted. See "Accounting Policies & Estimates - Change in Accounting Policies" and Note 2 to the Interim Financial Statements.
During the periods highlighted in the table above, there were new large-scale growth projects across Pembina's business being placed into service. The Company's financial and operating results have also been impacted by the volatility of commodity market prices, fluctuations in foreign exchange rates, and inflation. In addition to these factors, several other notable elements have impacted Pembina's financial and operating results during the specified periods above, including:
•the completion of the Alliance/Aux Sable Acquisition;
•the closing of the Subscription Receipt Offering and the conversion of 29.9 million subscription receipts into common shares of the Company, concurrent with the closing of the Acquisition on April 1, 2024;
•the impairment reversal of $231 million recognized in the fourth quarter of 2023 in the Pipelines Division related to successful contract negotiations on the Nipisi Pipeline and the pipeline being put back into service in October 2023;
•contributions made by Pembina of $145 million to Aux Sable in the fourth quarter of 2023, representing Pembina's proportionate share of a claim filed by a counterparty to an NGL supply agreement with Aux Sable which was settled and discontinued in the fourth quarter of 2023;
•the Northern Pipeline system outage in the first and second quarter of 2023 and the wildfires in Alberta and British Columbia in the second quarter of 2023, collectively resulted in a total impact on earnings of $95 million in 2023; and
•the completion of the PGI Transaction, which resulted in a gain recognized by Pembina of $1.1 billion in the third quarter of 2022 and other impacts to Pembina's earnings.

Pembina Pipeline Corporation Second Quarter 2024 29

Selected Quarterly Market Pricing
202420232022
($ average)Q2Q1Q4Q3Q2Q1Q4Q3
WTI (USD/bbl)
80.57 76.96 78.32 82.26 73.78 76.13 82.64 91.56 
FX (USD/CAD)
1.37 1.35 1.36 1.34 1.34 1.35 1.36 1.31 
AECO Natural Gas (CAD/GJ)
1.36 1.94 2.52 2.26 2.22 4.12 5.29 5.50 
Station 2 Natural Gas (CAD/GJ)
0.72 2.45 1.95 2.08 1.79 2.74 3.06 2.94 
Chicago Citygate Natural Gas (USD/mmbtu)1.60 2.49 2.63 2.31 1.99 4.32 5.86 7.86 
Mt Belvieu Propane (USD/gal)
0.75 0.84 0.67 0.69 0.68 0.82 0.80 1.08 
Alberta Power Pool (CAD/MWh)45.28 98.89 81.74 151.18 159.87 141.42 213.64 221.90 
Pembina 20-day volume-weighted average share price
50.22 47.54 45.13 41.43 41.57 43.63 46.26 44.99 



30 Pembina Pipeline Corporation Second Quarter 2024

8. SELECTED EQUITY ACCOUNTED INVESTEE INFORMATION
Loans and Borrowings of Equity Accounted Investees
Under equity accounting, the assets and liabilities of an investee are reported as a single line item in the Consolidated Statement of Financial Position, "Investments in Equity Accounted Investees". To assist readers' understanding and to evaluate the capitalization of Pembina's investments, loans and borrowings associated with investments in equity accounted investees are presented below based on Pembina's proportionate ownership in such investees, as at June 30, 2024. The loans and borrowings are presented and classified by the division in which the results for the investee are reported. Please refer to the "Abbreviations" section for a summary of Pembina's investments in equity accounted investees and the division in which their results are reported.
($ millions)(1)
June 30, 2024December 31, 2023
Pipelines(2)
20 344 
Facilities2,529 2,461 
Marketing & New Ventures(3)
200 — 
Total2,749 2,805 
(1)    Balances reflect Pembina's ownership percentage of the outstanding balance face value.
(2)    Pipelines included Alliance up to the closing of the Alliance/Aux Sable Acquisition on April 1, 2024. Refer to the "About Pembina – Alliance/Aux Sable Acquisition" and "Abbreviations" sections of this MD&A for more information.
(3)    Relates to the Cedar Term Loan (as defined below).
Financing Activities for Equity Accounted Investees
Cedar LNG
On June 25, 2024, Pembina and its partner, the Haisla Nation, announced a positive FID. Prior to the positive FID, various letters of credit and other parental guarantees were issued by Pembina on behalf of Cedar LNG, which had given rise to an insurance contract liability on Pembina's financial statements. Following positive FID, the required financial assurances were assumed by Cedar LNG and a gain on derecognition of $34 million was recorded in earnings for the second quarter of 2024. This included $102 million in letters of credit previously issued by Pembina and assumed by Cedar in July 2024. Cedar LNG has secured a letter of credit facility whereby future financial assurances will be provided directly by Cedar LNG.
In connection with the positive FID, Cedar LNG entered into project financing including a U.S. $2.7 billion senior secured construction/term loan facility ("Cedar Term Loan") and a $2.6 billion senior secured revolving credit facility ("Cedar Revolving Facility"). The borrowings on the Cedar Term Loan will be used to finance approximately 60 percent of the Project's costs. The Cedar Revolving Facility will be utilized to provide various letters of credit in support of the Project, including replacing the financial assurances previously issued by Pembina on behalf of Cedar.
Further, and subsequent to the end of the second quarter of 2024, Cedar LNG also entered into a series of economic interest rate hedges. These hedges, at a weighted average effective rate of 3.84 percent, fix a minimum of 75 percent of the senior secured debt. The floating debt is priced at USD Secured Overnight Financing Rate ("SOFR").
Commitments to Equity Accounted Investees
Pembina has commitments to provide contributions to certain equity accounted investees based on annual budgets approved by the joint venture partners and contractual agreements.
Credit Risk for Equity Accounted Investees
At June 30, 2024, Pembina's various equity accounted investees held letters of credit totaling $103 million (December 31, 2023: $62 million) primarily in respect of customer trade receivables.
Pembina Pipeline Corporation Second Quarter 2024 31

9. RELATED PARTY TRANSACTIONS
Pembina enters into transactions with related parties in the normal course of business and all transactions are measured at their exchange amount, unless otherwise noted. Pembina provides management and operational oversight services, on a fixed fee and cost recovery basis, to certain equity accounted investees. Pembina also contracts for services and capacity from certain of its equity accounted investees, advances funds to support operations and provides letters of credit, including financial guarantees.
A summary of the significant related party transactions and balances are as follows: 
3 Months Ended June 306 Months Ended June 30
($ millions)2024202320242023
Services provided(1)
PGI59 65 132 128 
Aux Sable(2)
— 35 32 65 
Alliance(2)
— 2 4 7 
Cedar LNG3 1 6 4 
Other(3)
1 1 2 1 
Total services provided63 104 176 205 
Services received
PGI2 1 4 8 
Alliance(2)
— 3 3 6 
Total services received2 4 7 14 
As at
($ millions)
June 30, 2024December 31, 2023
Trade receivables and other(4)
60 36 
Trade payables and other— 1 
(1)    Services provided by Pembina include payments made by Pembina on behalf of related parties.
(2)    Prior to the Acquisition, Pembina held a joint control equity interest in Aux Sable and Alliance. As of April 1, 2024, following the completion of the Acquisition, Alliance and Aux Sable became consolidated subsidiaries of Pembina and, as such, are no longer related parties.
(3) Other includes transactions with Grand Valley and ACG.
(4)    As at June 30, 2024, trade receivables and other includes $28 million due from PGI (December 31, 2023: $33 million), and $32 million due from Cedar (December 31, 2023: $2 million).




32 Pembina Pipeline Corporation Second Quarter 2024

10. ACCOUNTING POLICIES & ESTIMATES
Changes in Accounting Policies
Voluntary Change in Accounting Policies
Physical derivative instruments include purchases and sales of commodities (crude, natural gas liquids, natural gas, and others), which are physically settled by receipt or delivery of the commodity. Unrealized gains and losses and the settlement of physical derivative instruments, including any realized gains and losses, have historically been recorded as revenue from contracts with customers and cost of sales for sales and purchases, respectively.
Commodity-related financial derivative instruments include purchases and sales of commodities executed for risk management purposes that are net settled in cash, with no receipt or delivery of the underlying commodity. Unrealized gains and losses and the settlement of commodity-related financial 'sale' and 'purchase' derivative instruments, including any realized gains and losses, have historically been recorded net as 'Loss (gain) on commodity-related derivative financial instruments', which has been presented separately from the Company's revenue-generating activities.
Foreign exchange and interest rate risk management activities give rise to financial derivative contracts. Unrealized gains and losses and the settlement of other financial derivative instruments, including any realized gains and losses, have historically been recorded as 'Net finance costs'. Consequently, all other non-commodity related financial derivative contracts have been recorded and presented on a net basis in the Condensed Consolidated Interim Statements of Earnings and Comprehensive Income.
With respect to the related accounting policies above, Pembina has made the following voluntary changes retrospectively: (a) all unrealized and realized gains and losses and the settlement of physical derivative instruments and commodity-related financial derivative instruments recorded at fair value (purchases and sales) will be recorded on a net basis in revenue as 'Revenue from risk management and physical derivative contracts'; and (b) all unrealized and realized gains and losses and the settlement of foreign exchange-related financial derivative instruments that are executed to economically hedge foreign exchange risk on commodity-related contracts will be recorded on a net basis in revenue as 'Revenue from risk management and physical derivative contracts'. These voluntary changes in accounting policies were made for the following reasons in aid of providing more reliable and relevant information: (a) to improve consistency with peer and industry financial reporting and practices; (b) to better align the related financial reporting with the Company's business model; and (c) to provide a more suitable illustration of the Company's use of derivative instruments for the purpose of asset optimization, risk management, and servicing customer needs.
The Interim Financial Statements have been adjusted to reflect adjustments made as a result of these voluntary changes in accounting policies. There is no impact to the Condensed Consolidated Interim Statements of Financial Position, Changes in Equity and Cash Flows for the current or any historic reporting period. The following table presents the impacts of the voluntary changes in accounting policies on the Condensed Consolidated Interim Statements of Earnings and Comprehensive Income for each of the line items affected:
Reconciliation of the Condensed Consolidated Interim Statements of Earnings and Comprehensive Income
3 Months Ended June 30, 20236 Months Ended June 30, 2023

($ millions)		Previously reportedPolicy changeAdjustedPreviously reportedPolicy changeAdjusted
Revenue2,070 (648)1,422 4,367 (1,327)3,040 
Cost of sales1,556 (696)860 3,253 (1,365)1,888 
(Gain) loss on commodity-related derivative financial instruments(48)48 — (38)38 — 
Gross profit659 — 659 1,331 — 1,331 
Earnings before income tax457 — 457 932 — 932 

Pembina Pipeline Corporation Second Quarter 2024 33

Critical Accounting Judgments & Estimates
Critical accounting judgments and estimates used in preparing the Interim Financial Statements are described in Note 2 of the Consolidated Financial Statements. The preparation of consolidated financial statements in conformity with IFRS requires management to make both judgments and estimates that could materially affect the amounts recognized in the financial statements. By their nature, judgments and estimates may change in light of new facts and circumstances in the internal and external environment. There have been no material changes to Pembina's critical accounting estimates and judgments during the three and six months ended June 30, 2024, except for significant estimates as it relates to control synergies valued in determining the fair value of the previously held equity accounted investments in Alliance, Aux Sable, and NR Green. Refer to Note 3 to the Interim Financial Statements for more details on the significant estimates.
34 Pembina Pipeline Corporation Second Quarter 2024

11. NON-GAAP & OTHER FINANCIAL MEASURES
Throughout this MD&A, Pembina has disclosed certain financial measures that are not specified, defined or determined in accordance with GAAP and which are not disclosed in Pembina's financial statements. Non-GAAP financial measures either exclude an amount that is included in, or include an amount that is excluded from, the composition of the most directly comparable financial measure specified, defined and determined in accordance with GAAP. These non-GAAP financial measures and non-GAAP ratios, together with financial measures and ratios specified, defined and determined in accordance with GAAP, are used by management to evaluate the performance and cash flows of Pembina and its businesses and to provide additional useful information respecting Pembina's financial performance and cash flows to investors and analysts.
In this MD&A, Pembina has disclosed the following non-GAAP financial measures and non-GAAP ratios: net revenue, earnings before interest, taxes, depreciation, and amortization ("adjusted EBITDA"), adjusted EBITDA per common share, adjusted EBITDA from equity accounted investees, adjusted cash flow from operating activities and adjusted cash flow from operating activities per common share.
Non-GAAP financial measures and non-GAAP ratios disclosed in this MD&A do not have any standardized meaning under IFRS and may not be comparable to similar financial measures disclosed by other issuers. The financial measures and ratios should not, therefore, be considered in isolation or as a substitute for, or superior to, measures and ratios of Pembina's financial performance, or cash flows specified, defined or determined in accordance with IFRS, including revenue, earnings, share of profit from equity accounted investees and cash flow from operating activities.
Except as otherwise described herein, these non-GAAP financial measures and non-GAAP ratios are calculated on a consistent basis from period to period. Specific reconciling items may only be relevant in certain periods.
Below is a description of each non-GAAP financial measure and non-GAAP ratio disclosed in this MD&A, together with, as applicable, disclosure of: the most directly comparable financial measure that is specified, defined and determined in accordance with GAAP to which each non-GAAP financial measure relates; a quantitative reconciliation of each non-GAAP financial measure to such directly comparable GAAP financial measure; the composition of each non-GAAP financial measure and non-GAAP ratio; an explanation of how each non-GAAP financial measure and non-GAAP ratio provides useful information to investors and the additional purposes, if any, for which management uses each non-GAAP financial measure and non-GAAP ratio; and an explanation of the reason for any change in the label or composition of each non-GAAP financial measure and non-GAAP ratio from what was previously disclosed.
Net Revenue
Net revenue is a non-GAAP financial measure which is defined as total revenue less cost of goods sold. Management believes that net revenue provides investors with a single measure to indicate the margin on sales before non-product operating expenses that is comparable between periods. Management utilizes net revenue to compare consecutive results in Marketing & New Ventures and Facilities, to aggregate revenue generated by each of the Company's divisions and to set comparable objectives. The most directly comparable financial measure to net revenue that is specified, defined and determined in accordance with GAAP and disclosed in Pembina's financial statements is revenue.
3 Months Ended June 30
Pipelines
Facilities
Marketing &
New Ventures(1)
Corporate &
Inter-segment Eliminations
Total(1)
($ millions)
2024202320242023202420232024202320242023
Revenue890 608 294 220 925 709 (254)(115)1,855 1,422 
Cost of goods sold
15 — — — 796 581 (178)(65)633 516 
Net revenue875 608 294 220 129 128 (76)(50)1,222 906 
(1)    Comparative 2023 period has been adjusted. See "Accounting Policies & Estimates – Change in Accounting Policies" and Note 2 to the Interim Financial Statements.
Pembina Pipeline Corporation Second Quarter 2024 35

6 Months Ended June 30
Pipelines
Facilities
Marketing &
New Ventures(1)
Corporate &
Inter-segment Eliminations
Total(1)
($ millions)
2024202320242023202420232024202320242023
Revenue1,578 1,236 525 428 1,725 1,588 (433)(212)3,395 3,040 
Cost of goods sold
26 — — — 1,547 1,321 (312)(123)1,261 1,198 
Net revenue1,552 1,236 525 428 178 267 (121)(89)2,134 1,842 
(1)    Comparative 2023 period has been adjusted. See "Accounting Policies & Estimates – Change in Accounting Policies" and Note 2 to the Interim Financial Statements.
Adjusted EBITDA and Adjusted EBITDA per Common Share
Adjusted EBITDA is a non-GAAP financial measure and is calculated as earnings before net finance costs, income taxes, depreciation and amortization (included in operations and general and administrative expense), and unrealized gains or losses from derivative instruments. The exclusion of unrealized gains or losses from derivative instruments eliminates the non-cash impact of such gains or losses.
Adjusted EBITDA also includes adjustments to earnings for non-controlling interest, losses (gains) on disposal of assets, transaction costs incurred in respect of acquisitions, dispositions and restructuring, impairment charges or reversals in respect of goodwill, intangible assets, investments in equity accounted investees and property, plant and equipment, certain non-cash provisions and other amounts not reflective of ongoing operations. These additional adjustments are made to exclude various non-cash and other items that are not reflective of ongoing operations. Following completion of the Alliance/Aux Sable Acquisition, Pembina revised the definition of adjusted EBITDA to deduct earnings for the 14.6 percent non-controlling interest in the Aux Sable U.S. operations.
Management believes that adjusted EBITDA provides useful information to investors as it is an important indicator of Pembina's ability to generate liquidity through cash flow from operating activities and equity accounted investees. Management also believes that adjusted EBITDA provides an indicator of operating income generated from capital expenditures, which includes operational finance income and gains from lessor lease arrangements. Adjusted EBITDA is also used by investors and analysts for assessing financial performance and for the purpose of valuing Pembina, including calculating financial and leverage ratios. Management utilizes adjusted EBITDA to set objectives and as a key performance indicator of the Company's success. Pembina presents adjusted EBITDA as management believes it is a measure frequently used by analysts, investors and other stakeholders in evaluating the Company's financial performance. The most directly comparable financial measure to adjusted EBITDA that is specified, defined and determined in accordance with GAAP and disclosed in Pembina's financial statements is earnings.
Adjusted EBITDA per common share is a non-GAAP ratio which is calculated by dividing adjusted EBITDA by the weighted average number of common shares outstanding.
36 Pembina Pipeline Corporation Second Quarter 2024

3 Months Ended June 30
Pipelines
Facilities
Marketing &
New Ventures		Corporate &
Inter-segment Eliminations		Total
($ millions, except per share amounts)
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 
Earnings (loss)
485 350 181 153 135 115 (828)(161)479 363 
Income tax (recovery) expense— — — — — — — — (506)94 
Adjustments to share of profit from equity accounted investees and other— 41 111 76 2 8 — — 113 125 
Net finance cost
7 8 3 2 1 (4)130 103 141 109 
Depreciation and amortization
164 102 45 41 17 11 14 12 240 166 
Unrealized loss (gain) from derivative instruments
— — — — 45 (34)— — 45 (34)
Non-controlling interest(1)
— — — — (10)— — — (10)— 
Loss on Alliance/Aux Sable Acquisition— — — — — — 616 — 616 — 
Derecognition of insurance contract provision— — — — (34)— — — (34)— 
Transaction and integration costs in respect of acquisitions— — — — — — 14 — 14 — 
Gain on disposal of assets, other non-cash provisions, and other(1)— — — (13)— 7 — (7)— 
Adjusted EBITDA655 501 340 272 143 96 (47)(46)1,091 823 
Adjusted EBITDA per common share – basic (dollars)
1.881.50
(1)    Presented net of adjusting items.
6 Months Ended June 30
Pipelines
Facilities
Marketing &
New Ventures		Corporate &
Inter-segment Eliminations		Total
($ millions, except per share amounts)
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 
Earnings (loss) 940 726 358 288 199 235 (995)(317)917 732 
Income tax (recovery) expense— — — — — — — — (415)200 
Adjustments to share of profit from equity accounted investees and other44 85 211 203 9 13 — — 264 301 
Net finance costs13 15 5 4 3 (3)228 204 249 220 
Depreciation and amortization259 201 78 75 32 23 27 22 396 321 
Unrealized loss from derivative instruments— — — — 147 — — — 147 — 
Non-controlling interest(1)
— — — — (10)— — — (10)— 
Loss on Alliance/Aux Sable Acquisition— — — — — — 616 — 616 — 
Derecognition of insurance contract provision— — — — (34)— — — (34)— 
Transaction and integration costs in respect of acquisition— — — — — — 14 — 14 — 
Gain on disposal of assets, other non-cash provisions, and other(2)(1)(2)— (15)(3)10 — (9)(4)
Adjusted EBITDA1,254 1,026 650 570 331 265 (100)(91)2,135 1,770 
Adjusted EBITDA per common share – basic (dollars)
3.78 3.22 
(1)    Presented net of adjusting items.
Pembina Pipeline Corporation Second Quarter 2024 37

Adjusted EBITDA from Equity Accounted Investees
In accordance with IFRS, Pembina's joint ventures are accounted for using equity accounting. Under equity accounting, the assets and liabilities of the investment are presented net in a single line item in the Consolidated Statement of Financial Position, "Investments in Equity Accounted Investees". Net earnings from investments in equity accounted investees are recognized in a single line item in the Consolidated Statement of Earnings and Comprehensive Income "Share of Profit from Equity Accounted Investees". The adjustments made to earnings, in adjusted EBITDA above, are also made to share of profit from investments in equity accounted investees. Cash contributions and distributions from investments in equity accounted investees represent Pembina's share paid and received in the period to and from the investments in equity accounted investees.
To assist in understanding and evaluating the performance of these investments, Pembina is supplementing the IFRS disclosure with non-GAAP proportionate consolidation of Pembina's interest in the investments in equity accounted investees. Pembina's proportionate interest in equity accounted investees has been included in adjusted EBITDA.
3 Months Ended June 30
Pipelines
Facilities
Marketing &
New Ventures		Total
($ millions)
2024 2023 2024 2023 2024 2023 2024 2023 
Share of profit (loss) from equity accounted investees
— 20 63 69 (2)8 61 97 
Adjustments to share of profit from equity accounted investees:
Net finance costs
— 5 42 1 2 — 44 6 
Income tax expense— — 18 21 — — 18 21 
Depreciation and amortization
— 36 53 41 — 8 53 85 
Unrealized loss (gain) on commodity-related derivative financial instruments— — (3)9 — — (3)9 
Transaction costs incurred in respect of acquisitions and non-cash provisions— — 1 4 — — 1 4 
Total adjustments to share of profit from equity accounted investees— 41 111 76 2 8 113 125 
Adjusted EBITDA from equity accounted investees — 61 174 145 — 16 174 222 
6 Months Ended June 30
Pipelines
Facilities
Marketing &
New Ventures		Total
($ millions)
2024 2023 2024 2023 20242023 2024 2023 
Share of profit from equity accounted investees
43 55 138 117 31 7 212 179 
Adjustments to share of profit from equity accounted investees:
Net finance costs
6 10 69 54 2 — 77 64 
Income tax expense— 1 41 34 — — 41 35 
Depreciation and amortization
38 74 102 96 7 13 147 183 
Unrealized (gain) loss on commodity-related derivative financial instruments— — (3)9 — — (3)9 
Transaction costs incurred in respect of acquisitions and non-cash provisions— — 2 10 — — 2 10 
Total adjustments to share of profit from equity accounted investees44 85 211 203 9 13 264 301 
Adjusted EBITDA from equity accounted investees 87 140 349 320 40 20 476 480 
38 Pembina Pipeline Corporation Second Quarter 2024

Adjusted Cash Flow from Operating Activities and Adjusted Cash Flow from Operating Activities per Common Share
Adjusted cash flow from operating activities is a non-GAAP measure which is defined as cash flow from operating activities adjusting for the change in non-cash operating working capital, adjusting for current tax and share-based compensation payments, and deducting distributions to non-controlling interests and preferred share dividends paid. Adjusted cash flow from operating activities deducts distributions to non-controlling interest and preferred share dividends paid because they are not attributable to common shareholders. The calculation has been modified to include current tax expense and accrued share-based payment expense as it allows management to better assess the obligations discussed below. Management believes that adjusted cash flow from operating activities provides comparable information to investors for assessing financial performance during each reporting period. Management utilizes adjusted cash flow from operating activities to set objectives and as a key performance indicator of the Company's ability to meet interest obligations, dividend payments and other commitments. Adjusted cash flow from operating activities per common share is a non-GAAP financial ratio which is calculated by dividing adjusted cash flow from operating activities by the weighted average number of common shares outstanding.
Following completion of the Alliance/Aux Sable Acquisition, Pembina revised the definition of adjusted cash flow from operating activities to deduct distributions related to non-controlling interest in the Aux Sable U.S. operations.
3 Months Ended June 306 Months Ended June 30
($ millions, except per share amounts)2024202320242023
Cash flow from operating activities9546531,3901,111
Cash flow from operating activities per common share – basic (dollars)
1.64 1.19 2.46 2.02 
Add (deduct):
Change in non-cash operating working capital(82)(11)106 188 
Current tax expense(64)(78)(140)(177)
Taxes paid, net of foreign exchange91 66 290 113 
Accrued share-based payment expense(19)7 (39)(13)
Share-based compensation payment— — 86 77 
Preferred share dividends paid(33)(31)(64)(59)
Distributions to non-controlling interest(10)— (10)— 
Adjusted cash flow from operating activities837 606 1,619 1,240 
Adjusted cash flow from operating activities per common share – basic (dollars)
1.44 1.10 2.87 2.25 

Pembina Pipeline Corporation Second Quarter 2024 39

12. OTHER
Risk Management
Pembina's risk management strategies, policies and limits, ensure risks and exposures are aligned to its business strategy and risk tolerance. Pembina's Board of Directors is responsible for providing risk management oversight at Pembina and oversees how management monitors compliance with Pembina's risk management policies and procedures and reviews the adequacy of this risk framework in relation to the risks faced by Pembina.
Pembina has exposure to counterparty credit risk, liquidity risk and market risk. Pembina utilizes derivative instruments to stabilize the results of its business and, as at June 30, 2024, the Company has entered into certain financial derivative contracts in order to manage commodity price, interest rate, cost of power and foreign exchange risk. Pembina has also entered into power purchase agreements to secure cost-competitive renewable energy, fix the price for a portion of the power Pembina consumes, and reduce its emissions.
Financial Instruments
Fair Values
The fair value of financial instruments utilizes a variety of valuation inputs. When measuring fair value, Pembina uses observable market data to the greatest extent possible. Depending on the nature of these valuation inputs, financial instruments are categorized as follows:
a.    Level 1
Level 1 fair values are based on inputs that are unadjusted observable quoted prices from active markets for identical assets or liabilities as at the measurement date.
b.    Level 2
Level 2 fair values are based on inputs, other than quoted market prices included in Level 1, that are either directly or indirectly observable. Level 2 fair value inputs include quoted forward market prices, time value, and broker quotes that are observable for the duration of the financial instrument's contractual term. These inputs are often adjusted for factors specific to the asset or liability, such as, location differentials and credit risk.
Financial instruments that utilize Level 2 fair valuation inputs, include derivatives arising from physical commodity forward contracts, commodity swaps and options, and forward interest rate and foreign-exchange swaps. In addition, Pembina's loans and borrowings utilize Level 2 fair valuation inputs, whereby the valuation technique is based on discounted future interest and principal payments using the current market interest rates of instruments with similar terms.
c.    Level 3
Level 3 fair values utilize inputs that are not based on observable market data. Rather, various valuation techniques are used to develop inputs.
Financial instruments that utilize Level 3 fair valuation inputs include embedded derivative instruments arising from long-term power purchase agreements. The fair value of long-term power purchase agreements is measured using a pricing and cash flow model that accounts for forward power prices, renewable wind power pricing discounts and differentials, and inflationary metrics. The rate used to discount the respective estimated cash flows is a government risk-free interest rate that is adjusted for an appropriate credit spread. The fair valuation of the embedded derivative instruments is judged to be a significant management estimate. These assumptions and inputs are susceptible to change and may differ from actual future developments. This estimation uncertainty could materially impact the quantified fair value; and therefore, the gains and losses on commodity-related derivative financial instruments.
40 Pembina Pipeline Corporation Second Quarter 2024

Gains and Losses from Derivative Instruments
3 Months Ended June 306 Months Ended June 30
($ millions)2024202320242023
Derivative instruments held at fair value through earnings
Realized (gain) loss
Commodity-related gain recorded in revenue from risk management and physical derivative contracts(1)
(74)(80)(119)(158)
Foreign exchange loss recorded in net finance costs— 4 — 13 
Unrealized loss (gain)
Commodity-related loss (gain) recorded in revenue from risk management and physical derivative contracts(1)
45 (34)147 — 
Foreign exchange gain recorded in net finance costs(3)(10)— (21)
Derivative instruments in hedging relationships
Interest rate loss (gain) recorded in other comprehensive income(2)
4 (1)2 4 
(1)    Comparative 2023 period has been adjusted. See "Accounting Policies & Estimates – Change in Accounting Policies" and Note 2 to the Interim Financial Statements.
(2)     Unrealized losses or gains for designated cash flow hedges are recognized in impact of hedging activities in the Consolidated Statements of Earnings and Comprehensive Income, with realized losses or gains being reclassified to net finance costs. The movement in other comprehensive income for the three and six months ended June 30, 2024 includes a realized gain of $5 million and gain of $9 million (2023: $4 million and $8 million realized gain), respectively, that was reclassified to net finance costs. No losses or gains have been recognized in net income relating to discontinued cash flow hedges.
Tax Regulations
Under Pillar Two legislation, Pembina is liable to pay a top-up for differences between the Company's Global Anti-Base Erosion effective tax rate and the 15.0 percent minimum tax rate. For jurisdictions where Pembina operates that have enacted the Pillar Two legislation, it was determined that there is no material impact to the Company. Pembina also operates in jurisdictions where Pillar Two regime has not been adopted. For these jurisdictions, Pembina has assessed the exposure to the Pillar Two legislation and foresees no material impact to the Company.
The excessive interest and financing expenses limitation ("EIFEL") regime has been enacted in Canada as of June 20, 2024. Pembina has assessed this limitation and determined that there are no material impacts to the Company as a result of this legislation.
Disclosure Controls and Procedures ("DC&P") and Internal Control over Financial Reporting ("ICFR")
Management's Report on Internal Control over Financial Reporting
Pembina's management is responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting, as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings. The objective of this instrument is to improve the quality, reliability and transparency of information that is filed or submitted under Canadian securities legislation.
The President and Chief Executive Officer and Senior Vice President and Chief Financial Officer have designed, with the assistance of management, DC&P and ICFR to provide reasonable assurance that material information relating to Pembina's business is made known to them, is reported on a timely basis, that financial reporting is reliable and that financial statements prepared for external purposes are in accordance with IFRS.
Changes in Internal Control Over Financial Reporting
There were no changes in the second quarter of 2024 that had or are likely to have a material impact on Pembina's ICFR.
On April 1, 2024, Pembina completed the Alliance/Aux Sable Acquisition, as more fully described in the "Alliance/Aux Sable Acquisition" section of this MD&A and Note 3 to the Interim Financial Statements. The controls, policies and procedures of each of the Acquirees were excluded from Pembina's design of ICFR as of June 30, 2024. As at and for the period ended June 30, 2024, the assets and revenue of the Acquirees represented approximately 20 percent and 22 percent, respectively, of Pembina's total assets and revenue.
Pembina Pipeline Corporation Second Quarter 2024 41

13. ABBREVIATIONS
The following is a list of abbreviations that may be used in this MD&A:
Other
AECO
Alberta Energy Company benchmark price for natural gas
B.C.
British Columbia
GAAP
Canadian generally accepted accounting principles
IFRS
International Financial Reporting Standards
NGL
Natural gas liquids
LNGLiquefied natural gas
U.S.
United States
WCSB
Western Canadian Sedimentary Basin
Deep cut
Ethane-plus capacity extraction gas processing capabilities
Shallow cut
Sweet gas processing with propane and/or condensate-plus extraction capabilities
Volumes
Volumes for Pipelines and Facilities are revenue volumes, defined as physical volumes plus volumes from take-or-pay commitments. Volumes for Marketing & New Ventures are marketed crude and NGL volumes. Volumes are stated in mboe/d, with natural gas volumes converted to mboe/d from MMcf/d at a 6:1 ratio, and also include revenue volumes from Pembina's equity accounted investees.
Measurement
bpd
barrels per day
mbbls
thousands of barrels
mbpd
thousands of barrels per day
mmbpd
millions of barrels per day
mmbbls
millions of barrels
mboe/d
thousands of barrels of oil equivalent per day
mmboe/d
millions of barrels of oil equivalent per day
mtpamillion tonnes per annum
MMcf/d
millions of cubic feet per day
bcf/d
billions of cubic feet per day
km
kilometer
Investments in Equity Accounted Investees
Pipelines:
Alliance
Prior to the completion of the Alliance/Aux Sable Acquisition on April 1, 2024, Pembina owned a 50 percent interest in Alliance Pipeline Limited Partnership, Alliance Pipeline L.P., and NRGreen Power Limited Partnership
Grand Valley
75 percent interest in Grand Valley 1 Limited Partnership wind farm
Facilities:
PGI60 percent interest in Pembina Gas Infrastructure Inc., a premier gas processing entity in western Canada serving customers throughout the Montney and Duvernay trends from central Alberta to northeast British Columbia
Fort Corp
50 percent interest in Fort Saskatchewan Ethylene Storage Limited Partnership and Fort Saskatchewan Ethylene Storage Corporation
Marketing & New Ventures:
Aux Sable
Prior to the completion of the Alliance/Aux Sable Acquisition on April 1, 2024, Pembina owned an ownership interest in Aux Sable (approximately 42.7 percent in Aux Sable U.S. and 50 percent in Aux Sable Canada), which includes an NGL fractionation facility and gas processing capacity near Chicago, Illinois and other natural gas and NGL processing facilities, logistics and distribution assets in the U.S. and Canada, and transportation contracts on Alliance.
CKPC50 percent interest in Canada Kuwait Petrochemical Corporation which was dissolved on December 31, 2023, and the PDH/PP Facility which was cancelled in the third quarter of 2022.
Cedar LNG
49.9 percent interest in Cedar LNG Partners LP and the proposed floating LNG facility in Kitimat, British Columbia, Canada
ACG
50 percent interest in Alberta Carbon Grid Heartland Limited Partnership and the proposed Heartland carbon dioxide transportation and sequestration system.
Readers are referred to the AIF for the year ended December 31, 2023 for additional descriptions, which is available at www.sedarplus.ca, www.sec.gov and through Pembina's website at www.pembina.com.
42 Pembina Pipeline Corporation Second Quarter 2024

14. FORWARD-LOOKING STATEMENTS & INFORMATION
In the interest of providing Pembina's security holders and potential investors with information regarding Pembina, including management's assessment of the Company's future plans and operations, certain statements contained in this MD&A constitute forward-looking statements or forward-looking information (collectively, "forward-looking statements"). Forward-looking statements are typically identified by words such as "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "could", "would", "believe", "plan", "intend", "design", "target", "undertake", "view", "indicate", "maintain", "explore", "entail", "schedule", "objective", "strategy", "likely", "potential", "outlook", "aim", "purpose", "goal" and similar expressions suggesting future events or future performance.
By their nature, such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Pembina believes the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon. These forward-looking statements speak only as of the date of the MD&A.
In particular, this MD&A contains forward-looking statements pertaining to the following:
•future levels and sustainability of cash dividends that Pembina intends to pay to its shareholders and the dividend payment dates;
•planning, construction, locations, capital expenditure estimates, schedules, regulatory and environmental applications and anticipated approvals, expected capacity, incremental volumes, contractual arrangements, completion and in-service dates, rights, sources of product, activities, benefits and operations with respect to new construction of, or expansions on existing, pipelines, systems, gas services facilities, processing and fractionation facilities, terminalling, storage and hub facilities and other facilities or energy infrastructure, as well as the impact of Pembina's new projects on its future financial performance;
•future pipeline, processing, fractionation and storage facility and system operations and throughput levels;
•treatment under existing and proposed governmental regulatory regimes, including taxes, environmental and project assessment laws and regulations;
•Pembina's strategy and the development and expected timing of new business; initiatives and growth opportunities and the impact thereof;
•increased throughput potential, processing capacity and fractionation capacity due to increased oil and gas industry activity and new connections and other initiatives on Pembina's pipelines and at Pembina's facilities;
•expected future cash flows and the sufficiency thereof, financial strength, sources of and access to funds at acceptable rates, future contractual obligations, future financing options, availability of capital for capital expenditures, operating obligations, debt maturities, letters of credit and the use of proceeds from financings;
•Pembina's capital structure, including the sufficiency of the amount of leverage employed therein and future actions that may be taken with respect thereto, including expectations regarding the repurchase or redemption of common shares, repayments of existing debt, new borrowings, equity or hybrid securities issuances and the timing thereof;
•potential actions undertaken by Pembina to mitigate counterparty risk;
•tolls and processing, transportation, fractionation, storage and services commitments and contracts;
•the outcomes and effectiveness of Pembina's DC&P and ICFR;
•operating risks, including the amount of future liabilities related to pipelines spills and other environmental incidents;
•the expected demand for, and prices and inventory levels of, crude oil and other petroleum products, including NGL;
•the development and anticipated benefits of Pembina's new projects and developments, including RFS IV, the NEBC MPS Expansion, the Wapiti Expansion, the K3 Cogeneration Facility, the Cedar LNG Project and ACG, including the timing thereof; and
•the impact of current market conditions on Pembina.

Various factors or assumptions are typically applied by Pembina in drawing conclusions or making the forecasts, projections, predictions or estimations set out in forward-looking statements based on information currently available to Pembina. These factors and assumptions include, but are not limited to:
•oil and gas industry exploration and development activity levels and the geographic region of such activity;
•the success of Pembina's operations;
•prevailing commodity prices, interest rates, carbon prices, tax rates, exchange rates and inflation rates;
•the ability of Pembina to maintain current credit ratings;
•the availability and cost of capital to fund future capital requirements relating to existing assets, projects and the repayment of refinancing existing debt as it becomes due;
•future operating costs, including geotechnical and integrity costs being consistent with historical costs;
•oil and gas industry compensation levels remaining consistent;
•in respect of current developments, expansions, planned capital expenditures, completion dates and capacity expectations: that third parties will provide any
necessary support; that any third-party projects relating to Pembina's growth projects will be sanctioned and completed as expected; that any required commercial agreements can be reached; that all required regulatory and environmental approvals can be obtained on the necessary terms in a timely manner; that there are no supply chain disruptions impacting Pembina's ability to obtain required equipment, materials or labour; that counterparties will comply with contracts in a timely manner; that there are no unforeseen events preventing the performance of contracts or the completion of the relevant facilities, and that there are no unforeseen material costs relating to the facilities which are not recoverable from customers;
•in respect of the stability of Pembina's dividends: prevailing commodity prices, margins and exchange rates; that Pembina's future results of operations will be consistent with past performance and management expectations in relation thereto; the continued availability of capital at attractive prices to fund future capital requirements relating to existing assets and projects, including but not limited to future capital expenditures relating to expansion, upgrades and maintenance shutdowns; the success of growth projects; future operating costs; that counterparties to agreements will continue to perform their obligations in a timely manner; that there are no unforeseen events preventing the performance of contracts; and that there are no unforeseen material construction or other costs related to current growth projects; current operations or the repayment or refinancing of existing debt as it becomes due;
•the inputs used by Pembina's management in the fair valuation of embedded derivative instruments remaining consistent;
•prevailing regulatory, tax and environmental laws and regulations and tax pool utilization; and
•the amount of future liabilities relating to lawsuits and environmental incidents and the availability of coverage under Pembina's insurance policies (including in respect of Pembina's business interruption insurance policy).
The actual results of Pembina could differ materially from those anticipated in these forward-looking statements as a result of the material risk factors set forth below:
•the regulatory environment and decisions and Indigenous and landowner consultation requirements;
•the impact of competitive entities and pricing;
•reliance on third parties to successfully operate and maintain certain assets;
•labour and material shortages;
•reliance on key relationships, joint venture partners, and agreements and the outcome of stakeholder engagement;
•the strength and operations of the oil and natural gas production industry and related commodity prices;
•non-performance or default by counterparties to agreements which Pembina or one or more of its subsidiaries has entered into in respect of its business;
•actions by joint venture partners or other partners which hold interests in certain of Pembina's assets;
•actions by governmental or regulatory authorities including changes in tax laws and treatment, changes in royalty rates, changes in regulatory processes or increased environmental regulation;
•fluctuations in operating results;
•adverse general economic and market conditions, including potential recessions in Canada, North America and worldwide, resulting in changes, or prolonged weaknesses, as applicable, in interest rates, foreign currency exchange rates, inflation rates, commodity prices, supply/demand trends and overall industry activity levels;
•constraints on, or the unavailability of adequate infrastructure;
•the political environment in North America and elsewhere, and public opinion;
•ability to access various sources of debt and equity capital on acceptable terms;
•adverse changes in credit ratings;
•counterparty credit risk;
•technology and security risks, including cyber-security risks;
•natural catastrophes; and
•the other factors discussed under "Risk Factors" in Pembina's MD&A and AIF for the year ended December 31, 2023, which are available at www.sedarplus.ca, www.sec.gov and through Pembina's website at www.pembina.com.
These factors should not be construed as exhaustive. Unless required by law, Pembina does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Management approved the 2024 capital expenditure guidance contained herein as of the date of MD&A. The purpose of the 2024 capital expenditure guidance is to assist readers in understanding Pembina's expected future capital expenditures, and this information may not be appropriate for other purposes. Any forward-looking statements contained herein are expressly qualified by this cautionary statement.
Pembina Pipeline Corporation Second Quarter 2024 43

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(unaudited)
($ millions)
June 30, 2024December 31, 2023
Assets
Current assets
Cash and cash equivalents 256 137 
Trade receivables and other
1,030 852 
Subscription receipts (Note 9)
— 1,256 
Inventory 313 333 
Derivative financial instruments (Note 13)
24 55 
1,623 2,633 
Non-current assets
Property, plant and equipment (Note 5)
22,299 15,798 
Intangible assets and goodwill (Note 6)
6,498 6,065 
Investments in equity accounted investees (Note 7)
4,290 6,987 
Right-of-use assets 532 523 
Finance lease receivables 226 230 
Deferred tax assets — 285 
Other assets149 97 
33,994 29,985 
Total assets35,617 32,618 
Liabilities and equity
Current liabilities
Trade payables and other 1,067 1,154 
Loans and borrowings (Note 8)
1,101 650 
Subscription receipts (Note 9)
— 1,281 
Lease liabilities85 77 
Contract liabilities (Note 10)
58 33 
Derivative financial instruments (Note 13)
59 26 
2,370 3,221 
Non-current liabilities
Loans and borrowings (Note 8)
11,110 9,253 
Derivative financial instruments (Note 13)
78 15 
Subordinated hybrid notes (Note 8)
596 596 
Lease liabilities578 567 
Decommissioning provision 362 336 
Contract liabilities (Note 10)
279 126 
Deferred tax liabilities 2,717 2,623 
Other liabilities147 68 
15,867 13,584 
18,237 16,805 
Equity
Attributable to shareholders17,234 15,813 
Attributable to non-controlling interest (Note 3)
146 — 
Total equity17,380 15,813 
Total liabilities and equity35,617 32,618 
See accompanying notes to the condensed consolidated interim financial statements
44 Pembina Pipeline Corporation Second Quarter 2024

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
(unaudited)
3 Months Ended June 306 Months Ended June 30
($ millions, except per share amounts)2024
2023(1)
2024
2023(1)
Revenue (Note 10)
1,855 1,4223,395 3,040
Cost of sales (Note 4)
1,101 8602,062 1,888
Share of profit from equity accounted investees (Note 7)
61 97 212 179 
Gross profit815 659 1,545 1,331 
General and administrative 112 84 220 176 
Loss on Acquisition (Note 3)
616 — 616 — 
Other (income) expense(27)9 (42)3 
Results from operating activities114 566 751 1,152 
Net finance costs (Note 11)
141 109 249 220 
Earnings (loss) before income tax (27)457 502 932 
Current tax expense 64 78 140 177 
Deferred tax (recovery) expense (Note 3)
(570)16 (555)23 
Income tax (recovery) expense (506)94 (415)200 
Earnings479 363 917 732 
Earnings attributable to:
Shareholders471 363 909 732 
Non-controlling interest8 — 8 — 
Other comprehensive income (loss), net of tax (Note 12)
Exchange gain (loss) on translation of foreign operations47 (83)143 (94)
Impact of hedging activities(7)7 (15)3 
Other comprehensive income (loss), net of tax40 (76)128 (91)
Total comprehensive income519 287 1,045 641 
Comprehensive income attributable to:
Shareholders511 287 1,037 641 
Non-controlling interest8 — 8 — 
Earnings attributable to common shareholders, net of preferred share dividends
436 328 840 667 
Earnings per common share – basic (dollars)
0.75 0.60 1.49 1.21 
Earnings per common share – diluted (dollars)
0.75 0.60 1.48 1.21 
Weighted average number of common shares (millions)
Basic580 550 565 550 
Diluted581 551 566 551 
(1)    Comparative 2023 period has been adjusted. See Note 2 Changes in Accounting Policies.
See accompanying notes to the condensed consolidated interim financial statements
Pembina Pipeline Corporation Second Quarter 2024 45

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY
(unaudited)
Attributable to Shareholders of the CompanyTotal Equity
($ millions)
Common Share CapitalPreferred Share CapitalDeficit
AOCI(1)
Total
Non-Controlling Interest(2)
December 31, 202315,765 2,199 (2,372)221 15,813 — 15,813 
Total comprehensive income
Earnings
— — 909 — 909 8 917 
Other comprehensive income (Note 12)
— — —128 128 — 128 
Total comprehensive income
— — 909 128 1,037 8 1,045 
Transactions with shareholders of the Company (Note 9)
Common shares issued, net of issue costs
1,230 — — — 1,230 — 1,230 
Part VI.1 tax on preferred shares
— (5)— — (5)— (5)
Share-based payment transactions
10 — — — 10 — 10 
Dividends declared – common
— — (767)— (767)— (767)
Dividends declared – preferred
— — (64)— (64)— (64)
Dividend equivalent payment – subscription receipts
— — (20)— (20)— (20)
Distributions to non-controlling interests
— — — — — (10)(10)
Non-controlling interest recognized on acquisition (Note 3)
— — — — — 148 148 
Total transactions with shareholders of the Company1,240 (5)(851)— 384 138 522 
June 30, 202417,005 2,194 (2,314)349 17,234 146 17,380 
December 31, 202215,793 2,208 (2,613)341 15,729 60 15,789 
Total comprehensive income
Earnings
—— 732 —732 — 732 
Other comprehensive loss
———(91)(91)— (91)
Total comprehensive income (loss)—— 732 (91)641 — 641 
Transactions with shareholders of the Company (Note 9)
Part VI.1 tax on preferred shares
— (5)— — (5)— (5)
Repurchase of common shares(34)— (16)— (50)— (50)
Share-based payment transactions
4 — — — 4 — 4 
Dividends declared – common
— — (726)— (726)— (726)
Dividends declared – preferred
— — (59)— (59)— (59)
Total transactions with shareholders of the Company(30)(5)(801)— (836)— (836)
June 30, 202315,763 2,203 (2,682)250 15,534 60 15,594 
(1)    Accumulated Other Comprehensive Income ("AOCI").
(2)    In the fourth quarter of 2023, Williams Partners Operating, LLC provided notice to Pacific Gas Pipeline, LLC of its intent to withdraw from the Limited Partnership, effective
December 31, 2023. As a result, the $60 million originally recognized in non-controlling interest was reclassified to owner's equity on December 31, 2023.
See accompanying notes to the condensed consolidated interim financial statements
46 Pembina Pipeline Corporation Second Quarter 2024

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(unaudited)
3 Months Ended June 306 Months Ended June 30
($ millions)2024202320242023
Cash provided by (used in)
Operating activities
Earnings479 363 917 732 
Adjustments for items not involving cash:
Share of profit from equity accounted investees (61)(97)(212)(179)
Depreciation and amortization240 166 396 321 
Loss on Acquisition (Note 3)
616 — 616 — 
Unrealized loss (gain) from derivative instruments
45 (34)147 — 
Net finance costs 141 109 249 220 
Share-based compensation expense (recovery)20 (6)40 15 
Income tax (recovery) expense (506)94 (415)200 
(Gain) loss on asset disposal(13)3 (20)— 
Derecognition of insurance contract provision (Note 7)
(34)— (34)— 
Cash items paid or received:
 Distributions from equity accounted investees 123 191 362 390 
Net interest paid (99)(97)(211)(223)
Share-based compensation payment— — (86)(77)
Taxes paid(91)(66)(290)(113)
Change in non-cash operating working capital82 11 (106)(188)
Net change in contract liabilities 5 23 32 23 
Other7 (7)5 (10)
Cash flow from operating activities
954 653 1,390 1,111 
Financing activities
Net increase (decrease) in bank borrowings — 16 (447)117 
Proceeds from issuance of long-term debt, net of issue costs 946 491 2,735 491 
Proceeds from subscription receipts (Note 9)
— — 1,228 — 
Repayment of long-term debt— (600)(650)(600)
Repayment of lease liability(20)(20)(38)(40)
Issuance of common shares on exercise of options10 1 10 1 
Repurchase of common shares — (50)— (50)
Common share dividends paid (400)(367)(767)(726)
Preferred share dividends paid (33)(31)(64)(59)
Distributions to non-controlling interest(10)— (10)— 
Cash flow used in financing activities493 (560)1,997 (866)
Investing activities
Capital expenditures(265)(123)(451)(260)
Contributions to equity accounted investees (144)(11)(247)(49)
Acquisition net of cash acquired (Note 3)
(2,621)— (2,621)— 
Proceeds from sale of assets20 — 23 15 
Interest paid during construction(10)(3)(16)(6)
Return of capital from equity accounted investees63 26 63 26 
Loan receivable from equity investment partner (Note 7)
89 — — — 
Changes in non-cash investing working capital and other(45)(17)(40)(6)
Cash flow used in investing activities(2,913)(128)(3,289)(280)
Change in cash and cash equivalents(1,466)(35)98 (35)
Effect of movement in exchange rates on cash held4 (1)7 (2)
Cash and cash equivalents, beginning of period1,718 106 151 107 
Cash and cash equivalents, end of period256 70 256 70 
Long-term restricted cash included in other assets — 13 — 13 
Short-term cash and cash equivalents, end of period256 57 256 57 
See accompanying notes to the condensed consolidated interim financial statements
Pembina Pipeline Corporation Second Quarter 2024 47

NOTES TO THE CONDENSED CONSOLIDATED UNAUDITED INTERIM FINANCIAL STATEMENTS
1. REPORTING ENTITY
Pembina Pipeline Corporation ("Pembina" or the "Company") is a Calgary-based, leading transportation and midstream service provider serving North America's energy industry. These condensed consolidated unaudited interim financial statements ("Interim Financial Statements") include the accounts of the Company, its subsidiary companies, partnerships and any investments in associates and joint arrangements as at and for the three and six months ended June 30, 2024.
Pembina owns an integrated network of hydrocarbon liquids and natural gas pipelines, gas gathering and processing facilities, oil and natural gas liquids infrastructure and logistics services, and an export terminals business. Pembina's integrated assets and commercial operations along the majority of the hydrocarbon value chain allow it to offer a full spectrum of midstream and marketing services to the energy sector.
These Interim Financial Statements and the notes hereto have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board. The accounting policies applied are in accordance with International Financial Reporting Standards ("IFRS"), and other than as described in Note 2, are consistent with the audited annual consolidated financial statements of the Company as at and for the year ended December 31, 2023 ("Consolidated Financial Statements"), and should be read in conjunction with those Consolidated Financial Statements. The Interim Financial Statements were authorized for issue by Pembina's Board of Directors on August 8, 2024.
Use of Estimates and Judgments
Management is required to make estimates and assumptions and use judgment in the application of accounting policies that could have a significant impact on the amounts recognized in the Interim Financial Statements. Actual results may differ from estimates and those differences may be material. By their nature, judgments and estimates may change in light of new facts and circumstances in the internal and external environment. There have been no material changes to Pembina's critical accounting estimates and judgments during the three and six months ended June 30, 2024, except for significant estimates as it relates to control synergies valued in determining the fair value of the previously held equity accounted investments in Alliance, Aux Sable, and NR Green. Refer to Note 3 for more details on the significant estimates.
2. CHANGES IN ACCOUNTING POLICIES
Business Combinations Achieved in Stages and Non-Controlling Interests
When Pembina acquires control of investees that it previously had joint control or significant influence of, all previously recognized equity investment assets and other assets and liabilities representing previous relationships with the investees are derecognized at fair value, and a corresponding gain or loss recognized for the difference between the fair value and the carrying value on the acquisition date. An allocation of goodwill is included in the carrying value of the net assets disposed, however, the derecognition of deferred tax liabilities previously recognized by Pembina on its investment in the investees is excluded from the measurement of the gain or loss and presented separately.
When measuring the acquired assets, assumed liabilities, non-controlling interests, and goodwill acquired in the business combination, the fair value of Pembina's ownership in the investees as well as the fair value of the other previous relationships with the investees are included as part of the consideration paid in exchange for the business.
For the Acquisition (as defined in Note 3), Pembina has elected to measure its initial carrying value of the non-controlling interests equal to the proportionate value of the net assets that the non-controlling interests relate to. Refer to Note 3 for further details on the Acquisition.
48 Pembina Pipeline Corporation Second Quarter 2024

Amendments to IAS 1 - Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants
The Company adopted Amendments to IAS 1 Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants effective January 1, 2024. The amendments did not have an impact on the Interim Financial Statements, other than additional disclosure related to debt covenants (refer to Note 8 Long-Term Debt – Covenants for further information).
Voluntary Change in Accounting Policies
Physical derivative instruments include purchases and sales of commodities (crude, natural gas liquids, natural gas, and others), which are physically settled by receipt or delivery of the commodity. Unrealized gains and losses and the settlement of physical derivative instruments, including any realized gains and losses, have historically been recorded as revenue from contracts with customers and cost of sales for sales and purchases, respectively.
Commodity-related financial derivative instruments include purchases and sales of commodities executed for risk management purposes that are net settled in cash, with no receipt or delivery of the underlying commodity. Unrealized gains and losses and the settlement of commodity-related financial 'sale' and 'purchase' derivative instruments, including any realized gains and losses, have historically been recorded net as 'Loss (gain) on commodity-related derivative financial instruments', which has been presented separately from the Company's revenue-generating activities.
Foreign exchange and interest rate risk management activities give rise to financial derivative contracts. Unrealized gains and losses and the settlement of other financial derivative instruments, including any realized gains and losses, have historically been recorded as 'Net finance costs'. Consequently, all other non-commodity related financial derivative contracts have been recorded and presented on a net basis in the Condensed Consolidated Interim Statements of Earnings and Comprehensive Income.
With respect to the related accounting policies above, Pembina has made the following voluntary changes retrospectively: (a) all unrealized and realized gains and losses and the settlement of physical derivative instruments and commodity-related financial derivative instruments recorded at fair value (purchases and sales) will be recorded on a net basis in revenue as 'Revenue from risk management and physical derivative contracts'; and (b) all unrealized and realized gains and losses and the settlement of foreign exchange-related financial derivative instruments that are executed to economically hedge foreign exchange risk on commodity-related contracts will be recorded on a net basis in revenue as 'Revenue from risk management and physical derivative contracts'. These voluntary changes in accounting policies were made for the following reasons in aid of providing more reliable and relevant information: (a) to improve consistency with peer and industry financial reporting and practices; (b) to better align the related financial reporting with the Company's business model; and (c) to provide a more suitable illustration of the Company's use of derivative instruments for the purpose of asset optimization, risk management, and servicing customer needs.
The Interim Financial Statements have been adjusted to reflect adjustments made as a result of these voluntary changes in accounting policies. There is no impact to the Condensed Consolidated Interim Statements of Financial Position, Changes in Equity and Cash Flows for the current or any historic reporting period. The following table presents the impacts of the voluntary changes in accounting policies on the Condensed Consolidated Interim Statements of Earnings and Comprehensive Income for each of the line items affected:
Reconciliation of the Condensed Consolidated Interim Statements of Earnings and Comprehensive Income
3 Months Ended June 30, 20236 Months Ended June 30, 2023

($ millions)
Previously reportedPolicy changeAdjustedPreviously reportedPolicy changeAdjusted
Revenue2,070 (648)1,422 4,367 (1,327)3,040 
Cost of sales1,556 (696)860 3,253 (1,365)1,888 
(Gain) loss on commodity-related derivative financial instruments(48)48 — (38)38 — 
Gross profit659 — 659 1,331 — 1,331 
Earnings before income tax457 — 457 932 — 932 
Pembina Pipeline Corporation Second Quarter 2024 49

New Standards and Interpretations Not Yet Adopted
IFRS 18 Presentation and Disclosure in Financial Statements, was issued on April 9, 2024 and effective January 1, 2027, with early application permitted. The standard introduces key changes to the structure of the statement of earnings and comprehensive income, required disclosures for certain management-defined performance measures, and aggregation and disaggregation of line items in the financial statements. Pembina is currently reviewing the impact of this standard on its consolidated financial statements.
50 Pembina Pipeline Corporation Second Quarter 2024

3. ACQUISITION
On April 1, 2024, Pembina completed its previously announced acquisition of Enbridge Inc.'s ("Enbridge") interests in the Alliance, Aux Sable, and NRGreen joint ventures for an aggregate purchase price of $2.8 billion, net of $327 million of assumed debt, representing Enbridge's proportionate share of the indebtedness of Alliance (the "Acquisition"). As a result of the Acquisition, Pembina has obtained control over the Alliance, Aux Sable, and NRGreen joint ventures (the "Acquirees") and, as such, the accounting for the results of the Acquirees following completion of the Acquisition changed from the equity method of accounting to being fully consolidated and incorporated into Pembina's financial results. Pembina's previous investments under the equity method of accounting of $2.8 billion in the Acquirees, as well as allocated goodwill of $380 million, was considered disposed of at a fair value of $2.6 billion, resulting in a loss on disposition of $616 million, offset by a deferred tax recovery of $626 million recorded in the condensed consolidated interim statement of earnings for the three and six months ended June 30, 2024. The fair value of the previously held equity investment in the Acquirees is included as a component of the purchase price.
Pembina now owns all equity interests in Alliance, Aux Sable's Canadian operations and the NRGreen businesses, and an 85.4 percent interest in Aux Sable's U.S. operations. Following the Acquisition, Alliance and NRGreen are fully consolidated into the financial results of the Pipelines Division, while Aux Sable is reported within the Facilities Division and Marketing & New Ventures Division. These assets complement Pembina's strategy of providing access to long-life resources from the Western Canadian Sedimentary Basin to premium end markets and increases exposure to lighter hydrocarbons, including natural gas and NGL.
The Acquisition was accounted for as a business combination using the acquisition method where the acquired tangible and intangible assets and assumed liabilities were recorded at their estimated fair values at the date of acquisition, with the exception of right-of-use assets, deferred tax liabilities, and lease liabilities, which are measured in accordance with Pembina's accounting policies. Pembina elected to take the accounting policy choice to measure the non-controlling interest at the proportionate value of Aux Sable's U.S. operations' net assets.
The purchase price equation, subject to finalization, is based on assessed fair values and is as follows:
($ millions)April 1, 2024
Purchase Price Consideration
Cash (net of cash acquired)2,620 
Equity investment in Acquirees2,562 
Other12 
5,194 
Fair Value of Net Assets Acquired
Current assets240 
Property, plant and equipment6,339 
Other long-term assets38 
Goodwill805 
Current liabilities(219)
Long-term debt(596)
Deferred tax liabilities(937)
Provisions(52)
Other long-term liabilities (276)
Non-controlling interest in Aux Sable's U.S. operations(148)
5,194 
Pembina Pipeline Corporation Second Quarter 2024 51

Pembina engaged an independent valuator to assist with determining the preliminary fair value of Pembina's previously held equity investments in the Acquirees, as well as certain tangible and intangible assets within the purchase price equation. The fair value of Pembina's previous equity investment in the Acquirees was determined based on the negotiated purchase price paid to Enbridge, adjusted for an estimated control premium, which was determined using market precedents and identified control synergies. The control synergies include significant estimates for timing, amount, and likelihood. Changes in any of the estimates could impact the amounts assigned to property, plant and equipment, other assets, deferred tax liabilities, non-controlling interest as well as the loss on disposition. Property, plant and equipment assets of $6.3 billion were valued primarily using a cost approach.
Goodwill of $805 million recognized on the transaction is a result of deferred taxes recognized on the transaction, which are recorded at the Company's effective tax rate without discounting. Pembina recognized $20 million in acquisition-related expenses. All acquisition-related expenses have been expensed as incurred and are included in other expenses in the Interim Financial Statements.
Revenue generated by the acquisition for the period from the acquisition date of April 1, 2024 to June 30, 2024 was $407 million. Net earnings for the same period were $145 million. If the acquisition had occurred on January 1, 2024, management estimates that consolidated revenue would have increased by an additional $524 million and consolidated net earnings for the period would have increased by an additional $74 million. In determining these amounts, management has assumed that the fair value adjustments that arose on the date of acquisition would have been the same if the acquisition had occurred on January 1, 2024.
The purchase price allocation is not final, as Pembina continues to obtain and verify information required to determine the acquisition date value of certain assets and liabilities arising from acquired contracts, contingencies, and deferred income taxes. Any adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition.
Subsequent to the second quarter of 2024, on August 1, 2024, Pembina acquired the remaining 14.6 percent interest in Aux Sable's U.S. operations from certain subsidiaries of The Williams Companies for U.S. $160 million.
52 Pembina Pipeline Corporation Second Quarter 2024

4. OPERATING SEGMENTS
Pembina's operating segments are organized by three divisions: Pipelines, Facilities and Marketing & New Ventures.
3 Months Ended June 30, 2024
Pipelines(1)
Facilities
Marketing &
New Ventures(2)
Corporate & Inter-segment EliminationsTotal
($ millions)
Revenue from external customers838 82 924 11 1,855 
Inter-segment revenue52 212 1 (265)— 
Total revenue(3)
890 294 925 (254)1,855 
Operating expenses203 123 4 (90)240 
Cost of goods sold15 — 796 (178)633 
Depreciation and amortization included in operations164 45 17 2 228 
Cost of sales382 168 817 (266)1,101 
Share of profit (loss) from equity accounted investees— 63 (2)— 61 
Gross profit508 189 106 12 815 
Depreciation included in general and administrative— — — 12 12 
Other general and administrative17 5 16 62 100 
Other (income) expense(1)— (46)20 (27)
Loss on Acquisition (Note 3)
— — — 616 616 
Results from operating activities
492 184 136 (698)114 
Net finance costs7 3 1 130 141 
Earnings (loss) before tax
485 181 135 (828)(27)
Income tax recovery— — — — (506)
Earnings (loss)
485 181 135 (828)479 
Capital expenditures
171 76 8 10 265 
Contributions to equity accounted investees— — 144 — 144 
3 Months Ended June 30, 2023
Pipelines(1)
Facilities
Marketing & New Ventures(2)(4)
Corporate & Inter-segment Eliminations
Total(4)
($ millions)
Revenue from external customers576 126 709 11 1,422 
Inter-segment revenue32 94 — (126)— 
Total revenue(3)
608 220 709 (115)1,422 
Operating expenses160 90 — (61)189 
Cost of goods sold— — 581 (65)516 
Depreciation and amortization included in operations101 41 11 2 155 
Cost of sales261 131 592 (124)860 
Share of profit from equity accounted investees20 69 8 — 97 
Gross profit367 158 125 9 659 
Depreciation included in general and administrative1 — — 10 11 
Other general and administrative7 3 7 56 73 
Other expense1 — 7 1 9 
Results from operating activities
358 155 111 (58)566 
Net finance costs (income)8 2 (4)103 109 
Earnings (loss) before tax350 153 115 (161)457 
Income tax expense— — — — 94 
Earnings (loss)
350 153 115 (161)363 
Capital expenditures
77 33 — 13 123 
Contributions to equity accounted investees1 1 9 — 11 
(1)    Pipelines revenue includes $159 million (2023: $67 million) associated with U.S. pipeline revenue.
(2)    Marketing & New Ventures includes revenue of $230 million (2023: $31 million) associated with U.S. midstream sales.
(3)    During the three months ended June 30, 2024 and 2023, no one customer accounted for 10 percent or more of total revenues reported throughout all segments.
(4)    Comparative 2023 period has been adjusted. See Note 2 Changes in Accounting Policies.

Pembina Pipeline Corporation Second Quarter 2024 53

6 Months Ended June 30, 2024
Pipelines(1)
Facilities
Marketing & New Ventures(2)
Corporate & Inter-segment EliminationsTotal
($ millions)
Revenue from external customers1,475 173 1,724 23 3,395 
Inter-segment revenue103 352 1 (456)— 
Total revenue(3)
1,578 525 1,725 (433)3,395 
Operating expenses357 213 8 (149)429 
Cost of goods sold26 — 1,547 (312)1,261 
Depreciation and amortization included in operations259 78 32 3 372 
Cost of sales642 291 1,587 (458)2,062 
Share of profit from equity accounted investees43 138 31 — 212 
Gross profit 979 372 169 25 1,545 
Depreciation included in general and administrative— — — 24 24 
Other general and administrative28 11 27 130 196 
Other (income) expense(2)(2)(60)22 (42)
Loss on Acquisition (Note 3)
— — — 616 616 
Results from operating activities
953 363 202 (767)751 
Net finance costs13 5 3 228 249 
Earnings (loss) before tax
940 358 199 (995)502 
Income tax recovery— — — — (415)
Earnings (loss)940 358 199 (995)917 
Capital expenditures
312 108 11 20 451 
Contributions to equity accounted investees5 — 242 — 247 
6 Months Ended June 30, 2023
Pipelines(1)
Facilities
Marketing & New Ventures(2)(4)
Corporate & Inter-segment Eliminations
Total(4)
($ millions)
Revenue from external customers1,176 254 1,588 22 3,040 
Inter-segment revenue60 174 — (234)— 
Total revenue(3)
1,236 428 1,588 (212)3,040 
Operating expenses332 170 — (113)389 
Cost of goods sold— — 1,321 (123)1,198 
Depreciation and amortization included in operations200 75 23 3 301 
Cost of sales532 245 1,344 (233)1,888 
Share of profit from equity accounted investees55 117 7 — 179 
Gross profit759 300 251 21 1,331 
Depreciation included in general and administrative1 — — 19 20 
Other general and administrative17 8 16 115 156 
Other expense— — 3 — 3 
Results from operating activities741 292 232 (113)1,152 
Net finance costs (income)15 4 (3)204 220 
Earnings (loss) before tax726 288 235 (317)932 
Income tax expense— — — — 200 
Earnings (loss)726 288 235 (317)732 
Capital expenditures183 53 3 21 260 
Contributions to equity accounted investees1 33 15 — 49 
(1)    Pipelines revenue includes $230 million (2023: $139 million) associated with U.S. pipeline revenue.
(2)    Marketing & New Ventures includes revenue of $301 million (2023: $103 million) associated with U.S. midstream sales.
(3)    During the six months ended June 30, 2024 and 2023, no one customer accounted for 10 percent or more of total revenues reported throughout all segments.
(4)    Comparative 2023 period has been adjusted. See Note 2 Changes in Accounting Policies.

54 Pembina Pipeline Corporation Second Quarter 2024

5. PROPERTY, PLANT AND EQUIPMENT
($ millions)
Land and
Land Rights
Pipelines
Facilities and
Equipment
Cavern Storage and Other(1)
Assets Under ConstructionTotal
Cost
Balance at December 31, 2023480 9,613 7,048 2,027 588 19,756 
Additions and transfers3 329 151 73 (127)429 
Change in decommissioning provision— (4)(18)(3)— (25)
Acquisition (Note 3)
197 4,547 1,495 43 57 6,339 
Foreign exchange3 48 23 — — 74 
Dispositions and other(21)15 (71)3 (74)
Balance at June 30, 2024683 14,512 8,714 2,069 521 26,499 
Depreciation
Balance at December 31, 202338 2,083 1,316 521 — 3,958 
Depreciation4 121 114 43 — 282 
Dispositions and other— (8)24 (56)— (40)
Balance at June 30, 202442 2,196 1,454 508 — 4,200 
Carrying amounts
Balance at December 31, 2023442 7,530 5,732 1,506 588 15,798 
Balance at June 30, 2024641 12,316 7,260 1,561 521 22,299 
(1)    At June 30, 2024, the movement in Cavern Storage and Other includes nil in net assets transferred to finance lease receivables (December 31, 2023: $25 million).

6. INTANGIBLE ASSETS AND GOODWILL
Intangible Assets
($ millions)Goodwill
Purchase and Sale
Contracts and Other
Customer
Relationships
Total
Total Goodwill
& Intangible
Assets
Cost
Balance at December 31, 20234,551 296 1,826 2,122 6,673 
Additions— 13 26 39 39 
Acquisition (Note 3)
805 — — — 805 
Dispositions and other (Note 3)
(380)— (38)(38)(418)
Foreign exchange adjustments8 — 24 24 32 
Balance at June 30, 20244,984 309 1,838 2,147 7,131 
Amortization
Balance at December 31, 2023— 48 560 608 608 
Amortization— 8 51 59 59 
Dispositions and other— — (34)(34)(34)
Balance at June 30, 2024— 56 577 633 633 
Carrying amounts
Balance at December 31, 20234,551 248 1,266 1,514 6,065 
Balance at June 30, 20244,984 253 1,261 1,514 6,498 
Pembina Pipeline Corporation Second Quarter 2024 55

7. INVESTMENTS IN EQUITY ACCOUNTED INVESTEES
Ownership Interest (percent)
Share of Profit from Equity Accounted InvesteesInvestments in Equity Accounted Investees
6 Months Ended June 30
($ millions)June 30, 2024December 31, 202320242023June 30, 2024December 31, 2023
Alliance(1)
100 50 42 54 — 2,427 
Aux Sable(1)
85.4 - 100
42.7 - 50
33 12 — 362 
PGI60 60 137 113 3,784 3,894 
Cedar LNG49.9 49.9 (2)— 406 202 
Other(2)
50 - 75
50 - 75
2 — 100 102 
212 179 4,290 6,987 
(1)    As a result of the Acquisition, Pembina now owns all equity interests in Alliance, Aux Sable's Canadian operations and the NRGreen businesses, and an 85.4 percent interest in Aux Sable's U.S. operations. Refer to Note 3 for further information.
(2)    Other includes Pembina's interest in CKPC, Grand Valley, Fort Corp, and ACG. On December 31, 2023, CKPC was dissolved.
On April 1, 2024, Pembina completed its acquisition of Enbridge's interests in the Alliance, Aux Sable, and NRGreen joint ventures. Refer to Note 3 for further information.
At June 30, 2024, as a result of the Acquisition, Pembina had no investments in equity accounted investees held by entities whose functional currency is the U.S. dollar. Previously recognized foreign exchange gains and losses are included in other comprehensive income. For the three months ended June 30, 2024, there was no foreign exchange gain or loss recognized by Pembina, and for the six months ended June 30, 2024, Pembina recorded a gain of $38 million (2023: loss of $33 million and $36 million), respectively.
Financing Activities for Equity Accounted Investees
Cedar LNG
On June 25, 2024, Pembina and its partner, the Haisla Nation, announced a positive Final Investment Decision ("FID") on the Cedar LNG Project (the "Project"), a floating liquefied natural gas facility to be located in Kitimat, British Columbia. Cedar LNG expects to use asset-level funding to finance approximately 60 percent of the Project's costs with the remaining 40 percent of the Project's costs expected to be financed through equity contributions from both partners.
In advance of the positive FID, various financing arrangements were established between Pembina, the Haisla Nation, and Cedar LNG, to ensure the joint venture had sufficient and adequate cash-flow for all necessary pre-FID activities. As a result of the positive FID, various provisions within these financing arrangements were triggered, whereby Pembina became entitled to either (a) returns of pre-FID contributions; or, (b) principal and interest relating to lending arrangements that had been established.
During the first six months of 2024, Pembina made total pre-FID cash payments of $446 million to Cedar LNG, with $241 million as Pembina's equity contributions and $205 million recognized as a loan receivable from its partner. Following the positive FID, Pembina received full repayment of the loan receivable including accrued interest. In addition, Pembina received $63 million in equity distributions from Cedar LNG as a return of pre-FID capital that had been provided on behalf of its partner or in support of other pre-FID commitments. On FID, Pembina also recognized a liability for amounts previously recorded as a provision for contingent consideration on acquisition of Cedar LNG in 2021.
Prior to the positive FID, various letters of credit and other parental guarantees were issued by Pembina on behalf of Cedar LNG, which had given rise to an insurance contract liability on Pembina's financial statements. Following positive FID, the required financial assurances were assumed by Cedar LNG and a gain on derecognition of $34 million was recorded in earnings for the second quarter of 2024. This included $102 million in letters of credit previously issued by Pembina and assumed by Cedar in July 2024. Cedar LNG has secured a letter of credit facility whereby future financial assurances will be provided directly by Cedar LNG.
56 Pembina Pipeline Corporation Second Quarter 2024

In connection with the positive FID, Cedar LNG entered into project financing including a U.S. $2.7 billion senior secured construction/term loan facility ("Cedar Term Loan") and a $2.6 billion senior secured revolving credit facility ("Cedar Revolving Facility"). The borrowings on the Cedar Term Loan will be used to finance approximately 60 percent of the Project's costs. The Cedar Revolving Facility will be utilized to provide various letters of credit in support of the Project, including replacing the financial assurances previously issued by Pembina on behalf of Cedar.
Further, and subsequent to the end of the second quarter of 2024, Cedar LNG also entered into a series of economic interest rate hedges. These hedges, at a weighted average effective rate of 3.84 percent, fix a minimum of 75 percent of the senior secured debt. The floating debt is priced at USD Secured Overnight Financing Rate ("SOFR").

Pembina Pipeline Corporation Second Quarter 2024 57

8. LONG-TERM DEBT
This note provides information about the contractual terms of Pembina's interest-bearing long-term debt, which is measured at amortized cost.
Carrying Value, Terms and Conditions, and Debt Maturity Schedule
Carrying Value
($ millions)
Authorized at June 30, 2024Nominal Interest RateYear of MaturityJune 30, 2024December 31, 2023
Variable rate debt
Senior unsecured credit facilities(1)(2)(3)(4)
3,709 
6.37(5)
Various(1)(2)
999 778 
Fixed rate debt
Senior unsecured medium-term notes series 3450 4.75 2043450 450 
Senior unsecured medium-term notes series 4600 4.81 2044600 600 
Senior unsecured medium-term notes series 5550 3.54 2025550 550 
Senior unsecured medium-term notes series 6600 4.24 2027600 600 
Senior unsecured medium-term notes series 7600 3.71 2026600 600 
Senior unsecured medium-term notes series 8— 2.99 2024— 650 
Senior unsecured medium-term notes series 9550 4.74 2047550 550 
Senior unsecured medium-term notes series 10650 4.02 2028 650 650 
Senior unsecured medium-term notes series 11800 4.75 2048 800 800 
Senior unsecured medium-term notes series 12650 3.62 2029 650 650 
Senior unsecured medium-term notes series 13700 4.54 2049 700 700 
Senior unsecured medium-term notes series 15600 3.31 2030600 600 
Senior unsecured medium-term notes series 16400 4.67 2050400 400 
Senior unsecured medium-term notes series 17500 3.53 2031500 500 
Senior unsecured medium-term notes series 18500 4.49 2051500 500 
Senior unsecured medium-term notes series 19300 5.72 2026300 300 
Senior unsecured medium-term notes series 20750 5.02 2032750 — 
Senior unsecured medium-term notes series 21600 5.21 2034600 — 
Senior unsecured medium-term notes series 22750 5.67 2054750 — 
Senior unsecured medium-term notes series 23650 5.22 2033650 — 
Total fixed rate loans and borrowings outstanding11,200 9,100 
Deferred financing costs12 25 
Total loans and borrowings12,211 9,903 
Less current portion loans and borrowings(1,101)(650)
Total non-current loans and borrowings11,110 9,253 
Subordinated hybrid notes
Subordinated notes, series 1600 4.802081596 596 
(1)    Pembina's unsecured credit facilities include a $1.5 billion revolving facility that matures in June 2029, a $1.0 billion sustainability linked revolving facility that matures in June 2027, a U.S. $250 million non-revolving term loan that matures in May 2025 and a $50 million operating facility that matures in June 2025, which is typically renewed on an annual basis.
(2)    Alliance's unsecured credit facilities include a $315 million term loan, a U.S. $250 million term loan, a $30 million multi-use operating/revolving facility, and a U.S. $30 million multi-use operating/revolving facility, each of which mature primarily in December 2025. Aux Sable's unsecured credit facilities include a U.S. $20 million revolving credit facility and a U.S. $45 million revolving credit facility, both of which mature in December 2024.
(3)    Includes U.S. $250 million variable rate debt outstanding at June 30, 2024 (2023: U.S. $250 million), with the full notional amount hedged using an interest rate swap at 1.47 percent.
(4)    The U.S. dollar denominated non-revolving term loan is designated as a hedge of the Company's net investment in selected foreign operations with a U.S. dollar functional currency.
(5)    The nominal interest rate is the weighted average of all drawn credit facilities based on Pembina's credit rating at June 30, 2024. Borrowings under the credit facilities bear interest at prime, CORRA or SOFR rates, plus applicable margins. The impact of interest rate hedges described in the footnote above are not reflected in this figure.

58 Pembina Pipeline Corporation Second Quarter 2024

On January 12, 2024, Pembina closed an offering of $1.8 billion aggregate principal amount of senior unsecured medium-term notes (the "January MTN Offering"). The January MTN Offering was conducted in three tranches, consisting of the issuance of $600 million aggregate principal amount of senior unsecured medium-term notes, series 20 (the "Series 20 notes"), having a fixed coupon of 5.02 percent per annum, payable semi-annually and maturing on January 12, 2032; $600 million aggregate principal amount of senior unsecured medium-term notes, series 21 (the "Series 21 notes"), having a fixed coupon of 5.21 percent per annum, payable semi-annually and maturing on January 12, 2034; and $600 million aggregate principal amount of senior unsecured medium-term notes, series 22 (the "Series 22 notes"), having a fixed coupon of 5.67 percent per annum, payable semi-annually and maturing on January 12, 2054.
Pembina used a portion of the net proceeds of the January MTN Offering to repay indebtedness of the Company under the Revolving Facility and for general corporate purposes. Pembina used the remaining net proceeds of the January MTN Offering to fund a portion of the purchase price for the Acquisition.
On January 22, 2024, Pembina's $650 million aggregate principal amount of senior unsecured medium-term notes, series 8, matured and were fully repaid.
On April 18, 2024, Pembina completed an extension on its $1.5 billion Revolving Facility, which now matures on June 1, 2029, and an extension on its $50 million operating facility, which now matures on June 1, 2025.
On June 28, 2024, Pembina closed an offering of $950 million aggregate principal amount of senior unsecured medium-term notes (the "June MTN Offering"). The June MTN Offering was conducted in three tranches, consisting of the issuance of $650 million aggregate principal amount of senior unsecured medium-term notes, series 23 (the "Series 23 notes") having a fixed coupon of 5.22 percent per annum, paid semi-annually, and maturing on June 28, 2033; $150 million aggregate principal amount issued through a re-opening of the Series 20 notes (as defined above); and $150 million aggregate principal amount issued through a re-opening of the Series 22 notes (as defined above). The net proceeds of the June MTN Offering were used to repay indebtedness of the Company under the Revolving Facility, to fund the partial redemption of the Series 19 notes (as defined below), and for general corporate purposes.
Subsequent to the end of the second quarter, effective July 6, 2024, Pembina completed the redemption of $150 million aggregate principal amount of its outstanding $300 million aggregate principal amount of senior unsecured medium-term notes, series 19 (the "Series 19 notes") due June 22, 2026 for cash. The Series 19 notes were redeemed at a redemption price of approximately $1,002 for each $1,000 principal amount of Series 19 notes, being equal to the outstanding principal amount, plus accrued but unpaid interest up until, but excluding, July 6, 2024. Pembina funded the redemption of the Series 19 notes through a portion of the net proceeds of the June MTN Offering.
Covenants
Pembina is subject to certain financial covenants under its medium-term note indentures and credit facilities agreements and complies with all financial covenants as of June 30, 2024. Pembina's financial covenants under the indenture governing its medium-term notes and the agreements governing the credit facilities include the following:
Debt
Financial Covenant(1)
Ratio
Senior unsecured medium-term notes Funded Debt to Capitalization
Maximum 0.70(2)
Credit FacilitiesDebt to Capital
Maximum 0.70(3)
(1)    Terms as defined in relevant agreements.
(2)    Covenant must be met at the reporting date and filed within 90 days after the end of each fiscal year and within 10 business days after filing of the Consolidated Financial Statements.
(3)    Covenant must be met at the reporting date and filed within 120 days after the end of each fiscal year and 60 days after each quarter.
Pembina Pipeline Corporation Second Quarter 2024 59

9. SHARE CAPITAL
Common Share Capital
($ millions, except as noted)
Number of
Common Shares
(millions)
Common
Share Capital
Balance at December 31, 2023549 15,765 
Issued in connection with subscription receipts conversion, net of issue costs30 1,230 
Share-based payment transactions(1)
1 10 
Balance at June 30, 2024580 17,005 
(1)    Exercised options are settled by issuing the net number of common shares equivalent to the gain upon exercise.
Subscription Receipts
In connection with the Acquisition, on December 19, 2023, Pembina closed its Subscription Receipt Offering of 29.9 million subscription receipts (including 3.9 million subscription receipts issued pursuant to the exercise in full by the underwriters for the offering of the over-allotment option granted to them by Pembina) at a price of $42.85 per subscription receipt for total gross proceeds of $1.3 billion.
Pursuant to the terms of the subscription receipts, on March 28, 2024, a payment of $0.6675 per subscription receipt (a "Dividend Equivalent Payment") was made to the holders of subscription receipts of record as of March 15, 2024. The amount of the Dividend Equivalent Payment was equivalent to the dividend paid per common share on the same date to the holders of common shares.
After accounting for the Dividend Equivalent Payment, the underwriter fees, other expenses, and interest income related to the Subscription Receipt Offering, net proceeds were $1.2 billion. The net proceeds of the Subscription Receipt Offering were received by Pembina on March 27, 2024 and were used to fund a portion of the purchase price of the Acquisition which closed on April 1, 2024. Concurrent with the closing of the Acquisition, each holder of subscription receipts received, automatically and without additional consideration or further action on the part of the holder, one common share of the Company.
Share Repurchase Program
On May 13, 2024, the Toronto Stock Exchange ("TSX") accepted the renewal of Pembina's normal course issuer bid (the "NCIB") that allowed the Company to repurchase, at its discretion, up to five percent of the Company's outstanding common shares (representing approximately 29 million common shares) through the facilities of the TSX, the New York Stock Exchange and/or alternative Canadian trading systems or as otherwise permitted by applicable securities law, subject to certain restrictions on the number of common shares that may be purchased on a single day. The NCIB commenced on May 16, 2024 and will expire on the earlier of May 15, 2025 and the date on which Pembina has acquired the maximum number of common shares allowable under the NCIB or the date on which Pembina otherwise decides not to make any further repurchases under the NCIB. No common shares were purchased by Pembina during the three and six months ended June 30, 2024.
Preferred Share Capital
($ millions, except as noted)
Number of Preferred Shares
(millions)
Preferred
Share Capital
Balance at December 31, 202393 2,199 
Part VI.1 tax— (5)
Balance at June 30, 202493 2,194 
On February 15, 2024, Pembina announced that none of the six million Cumulative Redeemable Rate Reset Class A Preferred Shares, Series 3 ("Series 3 Class A Preferred Shares") outstanding were converted into Cumulative Redeemable Floating Rate Class A Preferred Shares, Series 4. The annual dividend rate for the Series 3 Class A Preferred Shares for the five-year period from and including March 1, 2024 to, but excluding March 1, 2029, will be 6.019 percent.
60 Pembina Pipeline Corporation Second Quarter 2024

On March 18, 2024, Pembina announced that none of the six million Cumulative Redeemable Rate Reset Class A Preferred Shares, Series 17 ("Series 17 Class A Preferred Shares") outstanding were converted into Cumulative Redeemable Floating Rate Class A Preferred Shares, Series 18. The annual dividend rate for the Series 17 Class A Preferred Shares for the five-year period from and including March 31, 2024 to, but excluding March 31, 2029, will be 6.605 percent.
On May 17, 2024, Pembina announced that none of the ten million Cumulative Redeemable Rate Reset Class A Preferred Shares, Series 5 ("Series 5 Class A Preferred Shares") outstanding were converted into Cumulative Redeemable Floating Rate Class A Preferred Shares, Series 6. The annual dividend rate for the Series 5 Class A Preferred Shares for the five-year period from and including June 1, 2024 to, but excluding June 1, 2029, will be 6.814 percent.
Dividends
The following dividends were declared and paid by Pembina:
6 Months Ended June 30
($ millions)20242023
Common shares
$1.36 per common share (2023: $1.32)
767726 
Class A preferred shares
$0.82 per Series 1 Class A Preferred Share (2023: $0.62)
86
$0.66 per Series 3 Class A Preferred Share (2023: $0.56)
43
$0.58 per Series 5 Class A Preferred Share (2023: $0.58)
66
$0.54 per Series 7 Class A Preferred Share (2023: $0.54)
66
$0.54 per Series 9 Class A Preferred Share (2023: $0.54)
55
$0.78 per Series 15 Class A Preferred Share (2023: $0.78)
6 6 
$0.71 per Series 17 Class A Preferred Share (2023: $0.60)
4 4 
$0.58 per Series 19 Class A Preferred Share (2023: $0.58)
5 5 
$0.79 per Series 21 Class A Preferred Share (2023: $0.70)
11 10 
$1.04 per Series 22 Class A Preferred Share (2023: $0.49)
1 1 
$0.80 per Series 25 Class A Preferred Share (2023: $0.74)
8 7 
6459
On August 8, 2024, Pembina announced that its Board of Directors had declared a common share cash dividend for the third quarter of 2024 of $0.69 per share to be paid on September 27, 2024, to shareholders of record on September 16, 2024.
Pembina's Board of Directors also declared quarterly dividends for Pembina's Class A preferred shares on July 9, 2024 as outlined in the following table:
SeriesRecord DatePayable DatePer Share Amount
Dividend Amount
($ millions)
Series 1August 1, 2024September 3, 2024$0.4078134 
Series 3August 1, 2024September 3, 2024$0.3761882 
Series 5August 1, 2024September 3, 2024$0.4258754 
Series 7August 1, 2024September 3, 2024$0.2737503 
Series 9August 1, 2024September 3, 2024$0.2688752 
Series 15September 16, 2024October 1, 2024$0.3852503 
Series 17September 16, 2024October 1, 2024$0.4128133 
Series 19September 16, 2024October 1, 2024$0.2927502 
Series 21August 1, 2024September 3, 2024$0.3938756 
Series 22August 1, 2024September 3, 2024$0.5153011 
Series 25July 31, 2024August 15, 2024$0.4050634 
Pembina Pipeline Corporation Second Quarter 2024 61

10. REVENUE
Revenue has been disaggregated into categories to reflect how the nature, timing and uncertainty of revenue and cash flows are affected by economic factors.
a.Revenue Disaggregation
20242023
3 Months Ended June 30PipelinesFacilitiesMarketing & New VenturesCorporateTotalPipelinesFacilities Marketing & New VenturesCorporateTotal
($ millions)
Take-or-pay(1)
636 56 — — 692 416 90 — — 506 
Fee-for-service(1)
138 11 30 — 179 103 22 — — 125 
Product sales(2)(3)
— — 863 — 863 — — 595 — 595 
Revenue from contracts with customers774 67 893 — 1,734 519 112 595 — 1,226 
Realized gain from derivative instruments— — 74 — 74 — — 80 — 80 
Unrealized (loss) gain from derivative instruments— — (45)— (45)— — 34 — 34 
Revenue from risk management and physical derivative contracts(3)
— — 29 — 29 — — 114 — 114 
Operational finance lease income5 2 — — 7 6 — — — 6 
Fixed operating lease income48 1 — — 49 46 11 — — 57 
Variable lease income4 4 — — 8 3 — — — 3 
Shared service revenue(4) and other
7 8 2 11 28 2 3 — 11 16 
Total external revenue838 82 924 11 1,855 576 126 709 11 1,422 
20242023
6 Months Ended June 30PipelinesFacilitiesMarketing & New VenturesTotalPipelinesFacilitiesMarketing & New VenturesCorporateTotal
($ millions)
Corporate
Take-or-pay(1)
1,089 111 — — 1,200 829 171 — — 1,000 
Fee-for-service(1)
261 35 57 — 353 232 57 — — 289 
Product sales(2)(3)
— — 1,693 — 1,693 — — 1,430 — 1,430 
Revenue from contracts with customers1,350 146 1,750 — 3,246 1,061 228 1,430 — 2,719 
Realized gain from derivative instruments— — 119 — 119 — — 158 — 158 
Unrealized loss from derivative instruments— — (147)— (147)— — — — — 
Revenue from risk management and physical derivative contracts(3)
— — (28)— (28)— — 158 — 158 
Operational finance lease income11 3 — — 14 12 1 — — 13 
Fixed operating lease income96 8 — — 104 92 19 — — 111 
Variable lease income9 4 — — 13 7 — — — 7 
Shared service revenue(4) and other
9 12 2 23 46 4 6 — 22 32 
Total external revenue1,475 173 1,724 23 3,395 1,176 254 1,588 22 3,040 
(1)    Revenue recognized over time.
(2)    Revenue recognized at a point in time.
(3)    Comparative 2023 period has been adjusted. See Note 2 Changes in Accounting Policies.
(4)    Includes $14 million for the three months ended June 30, 2024 (2023: $16 million) and $30 million for the six months ended June 30, 2024 (2023: $32 million) for fixed fee income related to shared service agreements with joint ventures.
62 Pembina Pipeline Corporation Second Quarter 2024

b.Contract Liabilities
Significant changes in the contract liabilities balances during the period are as follows:
6 Months Ended June 30, 202412 Months Ended December 31, 2023

($ millions)
Take-or-PayOther Contract LiabilitiesTotal
Contract Liabilities		Take-or-PayOther Contract LiabilitiesTotal
Contract Liabilities
Opening balance1 158 159 3 191 194 
Additions (net in the period)
11 36 47 (2)21 19 
Acquisition— 160 160 — — — 
Revenue recognized from contract liabilities(1)
— (19)(19)— (54)(54)
Disposition— (10)(10)— — — 
Closing balance
12 325 337 1 158 159 
Less current portion(2)
(12)(46)(58)(1)(32)(33)
Ending balance— 279 279 — 126 126 
(1)    Recognition of revenue related to performance obligations satisfied in the current period that were included in the opening balance of contract liabilities.
(2)    Represents cash collected under take-or-pay contracts which will be recognized within one year as the customer chooses to ship, process, or otherwise forego the associated service.
Contract liabilities depict Pembina's obligation to perform services in the future for cash and non-cash consideration which have been received from customers. Contract liabilities include up-front payments or non-cash consideration received from customers for future transportation, gas processing, terminalling, and storage services. Contract liabilities also include consideration received from customers for take-or-pay commitments where the customer has a make-up right to ship or process future volumes under a firm contract. These amounts are non-refundable should the customer not use its make-up rights. In all instances where goods or services have been transferred to a customer in advance of the receipt of customer consideration, Pembina's right to consideration is unconditional and has therefore been presented as a receivable.
c.Revenue Allocated to Remaining Performance Obligations
Pembina expects to recognize revenue in future periods that includes current unsatisfied remaining performance obligations. As a result of the Acquisition, Pembina's unsatisfied remaining performance obligations and expected revenue recognition from these obligations as at June 30, 2024 increased by $4.4 billion compared to December 31, 2023.
11. NET FINANCE COSTS
3 Months Ended June 306 Months Ended June 30
($ millions)
2024202320242023
Interest expense on financial liabilities measured at amortized cost:
Loans and borrowings133 99 244 196 
Subordinated hybrid notes8 8 15 15 
Leases8 7 16 15 
Interest income (9)(1)(38)(3)
Unwinding of discount rate5 4 10 8 
Gain in fair value of non-commodity-related derivative financial instruments(3)(10)— (21)
Foreign exchange (gains) losses and other(1)2 2 10 
Net finance costs141 109 249 220 
Pembina Pipeline Corporation Second Quarter 2024 63

12. ACCUMULATED OTHER COMPREHENSIVE INCOME
($ millions)Currency Translation Reserve
Cash Flow Hedge
Reserve
Pension and other Post-Retirement Benefit Plan Adjustments(2)
Total
Balance at December 31, 2023211 18 (8)221 
Other comprehensive gain before hedging activities143 — — 143 
Other comprehensive loss resulting from hedging activities(1)
(13)(2)— (15)
Balance at June 30, 2024341 16 (8)349 
(1)     Amounts relate to hedges of the Company's net investment in foreign operations (reported in Currency Translation Reserve) and interest rate forward swaps (reported in Cash Flow Hedge Reserve) (Note 13). At June 30, 2024, the other comprehensive loss resulting from hedging activities for interest rate forward swaps includes a realized gain of $9 million that was reclassified to net finance costs.
(2)     Pension and other Post-Retirement Benefit Plan Adjustments will not be reclassified into earnings.
13. FINANCIAL INSTRUMENTS & RISK MANAGEMENT
Fair Values
The fair value of financial instruments utilizes a variety of valuation inputs. When measuring fair value, Pembina uses observable market data to the greatest extent possible. Depending on the nature of these valuation inputs, financial instruments are categorized as follows:
a.    Level 1
Level 1 fair values are based on inputs that are unadjusted observable quoted prices from active markets for identical assets or liabilities as at the measurement date.
b.    Level 2
Level 2 fair values are based on inputs, other than quoted market prices included in Level 1, that are either directly or indirectly observable. Level 2 fair value inputs include quoted forward market prices, time value, and broker quotes that are observable for the duration of the financial instrument's contractual term. These inputs are often adjusted for factors specific to the asset or liability, such as, location differentials and credit risk.
Financial instruments that utilize Level 2 fair valuation inputs, include derivatives arising from physical commodity forward contracts, commodity swaps and options, and forward interest rate and foreign-exchange swaps. In addition, Pembina's loans and borrowings utilize Level 2 fair valuation inputs, whereby the valuation technique is based on discounted future interest and principal payments using the current market interest rates of instruments with similar terms.
c.    Level 3
Level 3 fair values utilize inputs that are not based on observable market data. Rather, various valuation techniques are used to develop inputs.
Financial instruments that utilize Level 3 fair valuation inputs include embedded derivative instruments arising from long-term power purchase agreements. The fair value of long-term power purchase agreements is measured using a pricing and cash flow model that accounts for forward power prices, renewable wind power pricing discounts and differentials, and inflationary metrics. The rate used to discount the respective estimated cash flows is a government risk-free interest rate that is adjusted for an appropriate credit spread. The fair valuation of the embedded derivative instruments is judged to be a significant management estimate. These assumptions and inputs are susceptible to change and may differ from actual future developments. This estimation uncertainty could materially impact the quantified fair value; and therefore, the gains and losses on commodity-related derivative financial instruments.
64 Pembina Pipeline Corporation Second Quarter 2024

The carrying values of financial assets and liabilities in relation to their respective fair values, together with their appropriate fair value categorization are illustrated in the table below. Certain other non-derivative financial instruments measured at amortized cost, including cash and cash equivalents, trade receivables and other, trade payables and other, and other liabilities have been excluded since their carrying values are judged to approximate their fair values due to their nature and short maturity. These instruments would be categorized as Level 2 in the fair value hierarchy.
June 30, 2024December 31, 2023
Carrying
Value
Fair Value
Carrying
Value
Fair Value
($ millions)
Level 1
Level 2
Level 3
Level 1Level 2Level 3
Financial assets carried at fair value
Derivative financial instruments(1)
24 — 24 — 80 — 51 29 
Financial liabilities carried at fair value
Derivative financial instruments(1)
137 — 57 80 40 — 26 14 
Contingent consideration(2)
— — — — 39 — — 39 
Financial liabilities carried at amortized cost
Long-term debt(3)
12,807 — 12,284 — 10,499 — 9,989 — 
(1)    At June 30, 2024 all derivative financial instruments are carried at fair value through earnings, except for $13 million in interest rate derivative financial assets that have been designated as cash flow hedges.
(2)    Under the terms of the agreements on Pembina's investment in the Cedar LNG Project, Pembina had committed to make additional payments on a positive FID. Following the positive FID outcome in June 2024, the consideration payable is no longer contingent in nature; and therefore, is measured and recorded as a payable in trade payables and other as at June 30, 2024.
(3)    Carrying value of current and non-current balances. Includes loans and borrowings and subordinated hybrid notes.
Changes in fair value of the derivative net assets classified as Level 3 in the fair value hierarchy were as follows:
($ millions)2024
Level 3 derivative net asset at January 1
15 
Loss included in revenue from risk management and physical derivative contracts
(95)
Level 3 derivative net liability at June 30
(80)
There were no transfers into or out of Level 3 during the six months ended June 30, 2024.
Gains and Losses from Derivative Instruments
3 Months Ended June 306 Months Ended June 30
($ millions)2024202320242023
Derivative instruments held at fair value through earnings
Realized (gain) loss
Commodity-related gain recorded in revenue from risk management and physical derivative contracts(1)
(74)(80)(119)(158)
Foreign exchange loss recorded in net finance costs— 4 — 13 
Unrealized loss (gain)
Commodity-related loss (gain) recorded in revenue from risk management and physical derivative contracts(1)
45 (34)147 — 
Foreign exchange gain recorded in net finance costs(3)(10)— (21)
Derivative instruments in hedging relationships
Interest rate loss (gain) recorded in other comprehensive income(2)
4 (1)2 4 
(1)    Comparative 2023 period has been adjusted. See Note 2 Changes in Accounting Policies.
(2)    Unrealized losses or gains for designated cash flow hedges are recognized in impact of hedging activities in the Consolidated Statements of Earnings and Comprehensive Income, with realized losses or gains being reclassified to net finance costs. The movement in other comprehensive income for the three and six months ended June 30, 2024 includes a realized gain of $5 million and gain of $9 million (2023: $4 million and $8 million realized gain), respectively, that was reclassified to net finance costs. No losses or gains have been recognized in net income relating to discontinued cash flow hedges.
Pembina Pipeline Corporation Second Quarter 2024 65

14. RELATED PARTIES
Pembina enters into transactions with related parties in the normal course of business and all transactions are measured at their exchange amount, unless otherwise noted. Pembina provides management and operational oversight services, on a fixed fee and cost recovery basis, to certain equity accounted investees. Pembina also contracts for services and capacity from certain of its equity accounted investees, advances funds to support operations and provides letters of credit, including financial guarantees.
A summary of the significant related party transactions and balances are as follows: 
3 Months Ended June 30
6 Months Ended June 30
($ millions)2024202320242023
Services provided(1)
PGI59 65 132 128 
Aux Sable(2)
— 35 32 65 
Alliance(2)
— 2 4 7 
Cedar LNG3 1 6 4 
Other(3)
1 1 2 1 
Total services provided63 104 176 205 
Services received
PGI2 1 4 8 
Alliance(2)
— 3 3 6 
Total services received2 4 7 14 
As at
($ millions)
June 30, 2024December 31, 2023
Trade receivables and other(4)
60 36 
Trade payables and other— 1 
(1)    Services provided by Pembina include payments made by Pembina on behalf of related parties.
(2)    Prior to the Acquisition, Pembina held a joint control equity interest in Aux Sable and Alliance. As of April 1, 2024, following the completion of the Acquisition, Alliance and Aux Sable became consolidated subsidiaries of Pembina and, as such, are no longer related parties. Refer to Note 3 for more information.
(3) Other includes transactions with Grand Valley and ACG.
(4)    As at June 30, 2024, trade receivables and other includes $28 million due from PGI (December 31, 2023: $33 million), and $32 million due from Cedar (December 31, 2023: $2 million).
66 Pembina Pipeline Corporation Second Quarter 2024

15. COMMITMENTS AND CONTINGENCIES
Commitments
Pembina was committed for the following amounts under its contracts and arrangements as at June 30, 2024:
Contractual Obligations(1)
Payments Due by Period
($ millions)TotalLess than 1 year1 – 3 years3 – 5 yearsAfter 5 years
Transportation and processing(2)
10,760 55 108 312 10,285 
Construction commitments(3)
566 476 90 — — 
Other commitments related to lease contracts(4)
432 42 81 76 233 
Funding commitments, software, and other
65 25 34 5 1 
Total contractual obligations
11,823 598 313 393 10,519 
(1)Pembina enters into product purchase agreements and power purchase agreements to secure supply for future operations. Purchase prices of both NGL and power are dependent on current market prices. Volumes and prices for NGL and power contracts cannot be reasonably determined, and therefore, an amount has not been included in the contractual obligations schedule. Product purchase agreements range from one to eight years and involve the purchase of NGL products from producers. Assuming product is available, Pembina has secured between 16 and 177 mbpd of NGL each year up to and including 2031. Power purchase agreements range from one to 25 and involve the purchase of power from electrical service providers. Pembina has secured up to 78 megawatts per day each year up to and including 2048.
(2)On April 1, 2024, Pembina signed commercial agreements for 50 percent of Cedar LNG's operating capacity. Pembina plans to reassign its respective capacity prior to Cedar LNG's in-service date. As a result of having signed these commercial arrangements, as at June 30, 2024, Pembina has disclosed related transportation and processing commitments of approximately $10.5 billion.
(3)Excludes significant projects that are awaiting regulatory approval, projects which Pembina is not committed to construct, and projects that are executed by equity accounted investees.
(4)Relates to expected variable lease payments excluded from the measurements of the lease liability and payments related to non-lease components in lessee lease contracts.
Commitments to Equity Accounted Investees
Pembina has commitments to provide contributions to certain equity accounted investees based on annual budgets approved by the joint venture partners and contractual agreements.
Contingencies
Pembina, including its subsidiaries and its investments in equity accounted investees, are subject to various legal and regulatory and tax proceedings, actions and audits arising in the normal course of business. Pembina represents its interests vigorously in all proceedings in which it is involved. Legal and administrative proceedings involving possible losses are inherently complex, and the Company applies significant judgment in estimating probable outcomes. As of June 30, 2024, there were no significant claims filed against Pembina for which management believes the resolution of any such actions or proceedings would have a material impact on Pembina's financial position or results of operations.
Letters of Credit
Pembina has provided letters of credit to various third parties in the normal course of conducting business. The letters of credit include financial guarantees to counterparties for product purchases and sales, transportation services, utilities, engineering and construction services. The letters of credit have not had and are not expected to have a material impact on Pembina's financial position, earnings, liquidity or capital resources. As at June 30, 2024, Pembina had $320 million (December 31, 2023: $201 million) in letters of credit issued.
Pembina Pipeline Corporation Second Quarter 2024 67



HEAD OFFICE
Pembina Pipeline Corporation
Suite 4000, 585 - 8th Avenue SW
Calgary, Alberta T2P 1G1
AUDITORS
KPMG LLP
Chartered Professional Accountants
Calgary, Alberta
TRUSTEE, REGISTRAR & TRANSFER AGENT
Computershare Trust Company of Canada
Suite 600, 530 - 8th Avenue SW
Calgary, Alberta T2P 3S8
1.800.564.6253
STOCK EXCHANGE
Pembina Pipeline Corporation
Toronto Stock Exchange listing symbols for:
COMMON SHARES PPL
PREFERRED SHARES PPL.PR.A, PPL.PR.C, PPL.PR.E, PPL.PR.G, PPL.PR.I, PPL.PR.O, PPL.PR.Q, PPL.PR.S, PPL.PF.A, PPL.PF.B and PPL.PF.E
New York Stock Exchange listing symbol for:
COMMON SHARES PBA
INVESTOR INQUIRIES
PHONE 403.231.3156
FAX 403.237.0254
TOLL FREE 1.855.880.7404
EMAIL investor-relations@pembina.com
WEBSITE www.pembina.com



backcoverpicturea.jpg



 
 
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, J. Scott Burrows, President and Chief Executive Officer of Pembina Pipeline Corporation, certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Pembina Pipeline Corporation (the "issuer") for the interim period ended June 30, 2024.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: The issuer has disclosed in its interim MD&A
(a)    the fact that the issuer's other certifying officer(s) and I have limited the scope of our design of ICFR to exclude controls, policies and procedures of


(i)    businesses that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and
(b)    summary financial information about the businesses that the issuer acquired that have been consolidated in the issuer's financial statements.
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on April 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: August 8, 2024


(signed) "J. Scott Burrows"
J. Scott Burrows
President and Chief Executive Officer
of Pembina Pipeline Corporation




  
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Cameron J. Goldade, Senior Vice President & Chief Financial Officer of Pembina Pipeline Corporation, certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Pembina Pipeline Corporation (the "issuer") for the interim period ended June 30, 2024.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: The issuer has disclosed in its interim MD&A
(a)    the fact that the issuer's other certifying officer(s) and I have limited the scope of our design of ICFR to exclude controls, policies and procedures of


(i)    businesses that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and
(b)    summary financial information about the businesses that the issuer acquired that have been consolidated in the issuer's financial statements.
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on April 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: August 8, 2024


(signed) "Cameron J. Goldade"
Cameron J. Goldade
Senior Vice President & Chief Financial Officer
of Pembina Pipeline Corporation


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