UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 40-F/A
(Check One)
Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
or
Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2020
Commission file number 1-35563
PEMBINA PIPELINE CORPORATION
(Exact name of registrant as specified in its charter)
Alberta, Canada 4612 None
(Province or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number (if applicable)) (I.R.S. Employer Identification Number (if applicable))
Suite 4000, 585 – 8th Avenue S.W., Calgary, Alberta, Canada T2P 1G1
(403) 231-7500
(Address and Telephone Number of Registrant’s Principal Executive Offices)
DL Services Inc., Columbia Center, 701 Fifth Avenue, Suite 6100, Seattle, Washington 98104-7043
(206) 903-8800
(Name, Address (Including Zip Code) and Telephone Number
(Including Area Code) of Agent For Service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class Trading Symbol Name of each exchange on which registered
Common Shares
PBA
New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act. None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None
For annual reports, indicate by check mark the information filed with this Form:
Annual Information Form Audited Annual Financial Statements
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 549,941,905.
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No ____
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (s.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Yes [X] No ____




Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
EXPLANATORY NOTE
Pembina Pipeline Corporation (“Pembina”) is filing this Amendment No. 1 (this “Amendment No. 1”) to its Annual Report on Form 40-F for the fiscal year ended December 31, 2020 (the “Original Filing”), as originally filed with the Securities and Exchange Commission (the “Commission”) on February 25, 2021, for the purpose of filing restated Audited Consolidated Financial Statements of Pembina as of and for the years ended December 31, 2020 and 2019 (the “Restated Financial Statements”), including the Reports of Independent Registered Public Accounting Firm with respect thereto. In addition, Pembina is including in this Amendment No. 1 its (i) restated Management’s Discussion and Analysis for the year ended December 31, 2020 (the “Restated MD&A”) and (ii) restated Annual Information Form for the year ended December 31, 2020 (the “Restated Annual Information Form”). Each of the Restated Financial Statements, the Restated MD&A and the Restated Annual Information Form replace and supersede the corresponding exhibits filed with the Original Filing.
During the third quarter of 2021, Pembina identified certain contract types that were recorded incorrectly within Marketing & New Ventures. Revenue and cost of goods sold associated with these contracts were recorded on a gross basis, but should have been recorded on a net basis. As a result, Pembina restated its 2020 Consolidated Statements of Earnings (Loss) and Comprehensive Income (Loss) and the associated comparative periods by decreasing revenue and cost of goods sold, with no impact to earnings, cash flows or financial position, and has made corresponding changes in the Restated MD&A and Restated Annual Information Form. These matters are described in Note 3 to the Restated Financial Statements and in the Restated MD&A.
In conjunction with the restatement described above, Pembina’s management has identified a material weakness related to controls over contract assessment in its Marketing business (the “Material Weakness”) in Pembina’s internal control over financial reporting as at December 31, 2020. Specifically, Pembina did not have controls to identify all contracts where an accounting assessment was required and as a result lacked analysis of all relevant contract terms required to make the assessment in the Marketing business. As a result of the Material Weakness, Pembina’s President and Chief Executive Officer (“CEO”) and Senior Vice President and Chief Financial Officer (“CFO”) have concluded that Pembina’s internal control over financial reporting was not effective as at December 31, 2020. See “Management’s Report” in the Restated MD&A. In addition, as a result of the Material Weakness, Pembina’s CEO and CFO concluded that Pembina’s disclosure controls and procedures were not effective as at December 31, 2020.
By filing this Amendment No. 1, Pembina is amending the Original Filing in order to amend and restate Exhibits 99.1 and 99.2 thereto, and to update the sections set forth herein. In addition, the Original Filing has been amended to include currently dated consents of our independent registered chartered accountants and currently dated certifications from our CEO and CFO, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
Pembina has not amended and does not intend to amend its previously filed Annual Reports on Form 40-F for the years ended December 31, 2019 and December 31, 2018 or any quarterly reports furnished on Form 6-K. For this reason, the consolidated financial statements, management’s discussion and analysis, auditors’ reports and related financial information for the affected periods contained in any reports filed or furnished prior to November 4, 2021 should no longer be relied upon.
Other than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, update or restate the information in the Original Filing, or reflect any events that have occurred after the Original Filing was initially filed. Information regarding subsequent periods is contained in our third quarter report for the three and nine months ended September 30, 2021, furnished to the Commission on Form 6-K on November 4, 2021. This filing should be read and considered in conjunction with such report.
40-F2


Principal Documents
The following documents, filed as Exhibits 99.1 and 99.2 to this Amendment No. 1, are hereby incorporated by reference into this Amendment No. 1 and supersede Exhibits 99.1 and 99.2 to the Original Filing:

(a)Restated Annual Information Form for the fiscal year ended December 31, 2020; and
(b)Restated Management’s Discussion and Analysis for the fiscal year ended December 31, 2020; and Restated Audited Consolidated Financial Statements as at and for the fiscal years ended December 31, 2020 and 2019. Pembina’s Restated Audited Consolidated Financial Statements included in this Amendment No. 1 have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board. Therefore, they are not comparable in all respects to financial statements of United States companies that are prepared in accordance with United States generally accepted accounting principles.
ADDITIONAL DISCLOSURE
Certifications and Disclosure Regarding Controls and Procedures.
(a)Certifications. See Exhibits 99.3, 99.4, 99.5 and 99.6 to this Amendment No. 1.
(b)Disclosure Controls and Procedures. Pembina's principal executive officer and principal financial officer have determined that, due to the Material Weakness in internal control over financial reporting described above and in "Management's Report" that accompanies the Restated Financial Statements, Pembina’s "disclosure controls and procedures" (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) were not effective as of December 31, 2020 to ensure that information required to be disclosed by Pembina in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Commission rules and forms and (ii) accumulated and communicated to Pembina’s management, including its principal executive officer and principal financial officers, to allow timely decisions regarding required disclosure.
It should be noted that while Pembina’s principal executive officer and principal financial officer believe that Pembina’s disclosure controls and procedures provide a reasonable level of assurance, they do not expect that Pembina’s disclosure controls and procedures or internal control over financial reporting will prevent all errors or fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
(c)Management’s Annual Report on Internal Control Over Financial Reporting. The required disclosure is included in the “Management’s Report” that accompanies the Restated Financial Statements, filed as Exhibit 99.2 to this Amendment No. 1.
(d)Attestation Report of the Registered Public Accounting Firm. The required disclosure is included in the “Report of Independent Registered Public Accounting Firm” that accompanies the Restated Financial Statements, filed as Exhibit 99.2 to this Amendment No. 1.
(e)Changes in Internal Control Over Financial Reporting.

The required disclosure is included on page 34 of the Restated MD&A, filed as Exhibit 99.2 to this Amendment No. 1.
40-F3


UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. Undertaking.

Pembina undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities. 
B. Consent to Service of Process.
 
Pembina has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.
 
Any change to the name or address of the agent for service of process of Pembina shall be communicated promptly to the Commission by an amendment to the Form F-X referencing the file number of Pembina.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 18, 2021.
Pembina Pipeline Corporation
By:
/s/ “M.H. Dilger”
Name: M.H. Dilger
Title: President & Chief Executive Officer


40-F4


EXHIBIT INDEX
Exhibit Description
99.1 
99.2 
99.3 
99.4 
99.5 
99.6 
99.7 
101  Interactive Data Files







A2018AIFVERSION6IMAGE1A07A.JPG



PEMBINA PIPELINE CORPORATION





RESTATED ANNUAL INFORMATION FORM



For the Year Ended December 31, 2020


February 25, 2021





NOTICE TO READER
This Notice accompanies this restated Annual Information Form of Pembina Pipeline Corporation (the "Corporation") dated February 25, 2021 for the year ended December 31, 2020, which was filed on SEDAR on November 18, 2021 (the "Revised AIF"). This Revised AIF supersedes and replaces the original Annual Information Form of the Corporation dated February 25, 2021 for the year ended December 31, 2020, which was filed on SEDAR on February 25, 2021 (the "Original AIF").
The Corporation has restated certain financial information of the Corporation for the years ended December 31, 2020 and 2019 to address the restatement of revenue and cost of goods sold for such periods in connection with the Corporation's accounting treatment of certain contracts within its Marketing business and, in connection therewith, the Corporation has restated and refiled on the date hereof the Corporation's audited annual consolidated financial statements for the year ended December 31, 2020. In connection with the foregoing, this Revised AIF reflects the restated revenue and cost of goods sold figures for the years ended December 31, 2020 and 2019 appearing in the table entitled "Financial Highlights" on page 28 of the Original AIF.
Other than as expressly set forth above, this Revised AIF does not, and does not purport to, update or restate the information in the Original AIF or reflect any events that occurred after the date of the Original AIF.



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GLOSSARY OF TERMS
Terms used in this Annual Information Form and not otherwise defined have the meanings set forth below:
"2017 MTN Prospectus" means the final short form base shelf prospectus filed with the securities commissions or similar regulatory authorities in each of the provinces of Canada on July 27, 2017 allowing Pembina to offer and issue, from time to time, Pembina Medium Term Notes of up to $3,000,000,000 aggregate principal amount or, if offered at an original issue discount, aggregate offering price, of Medium Term Notes (or the equivalent thereof in one or more foreign currencies or composite currencies, including U.S. dollars) during the 25 month period that the 2017 MTN Prospectus is valid, which Medium Term Notes may be offered at rates of interest, prices and on terms to be determined based on market conditions at the time of the sale and set forth in one or more shelf prospectus supplement or pricing supplements;
"2019 Base Shelf Prospectus" means the final short form base shelf prospectus filed with the securities commissions or similar regulatory authorities in each of the provinces of Canada on August 30, 2019 allowing Pembina to offer and issue, from time to time: (i) Common Shares; (ii) Class A Preferred Shares; (iii) warrants to purchase Common Shares; (iv) subscription receipts of Pembina; and (v) units comprising any combination of the foregoing (together with the foregoing, collectively, the "2019 Securities") of up to $3,000,000,000 aggregate initial offering price of 2019 Securities (or the equivalent thereof in one or more foreign currencies or composite currencies, including U.S. dollars) during the 25 month period that the 2019 Base Shelf Prospectus is valid, which 2019 Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of the sale and set forth in one or more shelf prospectus supplements;
"2019 MTN Prospectus" means the final short form base shelf prospectus filed with the securities commissions or similar regulatory authorities in each of the provinces of Canada on August 30, 2019 allowing Pembina to offer and issue, from time to time, Pembina Medium Term Notes of up to $5,000,000,000 aggregate principal amount or, if offered at an original issue discount, aggregate offering price, of Medium Term Notes (or the equivalent thereof in one or more foreign currencies or composite currencies, including U.S. dollars) during the 25 month period that the 2019 MTN Prospectus is valid, which Medium Term Notes may be offered at rates of interest, prices and on terms to be determined based on market conditions at the time of the sale and set forth in one or more shelf prospectus supplement or pricing supplements;
"2020 Base Shelf Prospectus" means the final short form base shelf prospectus filed with the securities commissions or similar regulatory authorities in each of the provinces of Canada on December 30, 2020 allowing Pembina to offer and issue, from time to time: (i) Class A Preferred Shares, (ii) bonds, debentures, notes or other evidence of indebtedness of any kind, nature or description of the Corporation, and (iii) any combination of the foregoing (together with the foregoing, collectively, the "2020 Securities") of up to an aggregate initial offering price of $2,000,000,000 (or the equivalent thereof in one or more foreign currencies or composite currencies, including U.S. dollars) during the 25 month period that the 2020 Base Shelf Prospectus is valid, which 2020 Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of the sale and set forth in one or more shelf prospectus supplements;
"ABCA" means the Business Corporations Act (Alberta), R.S.A. 2000, c. B-9, as amended from time to time, including the regulations promulgated thereunder;
"ABSA" means the Alberta Boilers Safety Association;
"AEGS" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipeline Division –Transmission Assets;
"AEGS Notes" has the meaning ascribed thereto under "General Developments of the Business – Developments in 2018";
"AEP" means Alberta Environment and Parks, a ministry of the Government of Alberta;
"AER" means Alberta Energy Regulator;
"Alberta Crude Terminal" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Oil Sands and Heavy Oil Assets";
"Alliance Canada" means Alliance Pipeline Limited Partnership;
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"Alliance Pipeline" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Transmission Assets";
"Alliance U.S." means Alliance Pipeline L.P.;
"AUC" means the Alberta Utilities Commission;
"Aux Sable" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Marketing & New Ventures Division – Marketing Activities";
"Aux Sable Canada" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Marketing & New Ventures Division – Marketing Activities";
"Aux Sable U.S." has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Marketing & New Ventures Division – Marketing Activities";
"Base Line Terminal" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division– Oil Sands and Heavy Oil Assets";
"BCEAO" means the British Columbia Environmental Assessment Office;
"BCOGC" means the British Columbia Oil and Gas Commission;
"BCUC" means the British Columbia Utilities Commission;
"Board" or "Board of Directors" means the board of directors of Pembina from time to time;
"Brazeau Pipeline" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Conventional Assets";
"Canadian Diluent Hub" or "CDH" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Conventional Assets";
"CER" means the Canada Energy Regulator;
"Channahon Facility" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Marketing & New Ventures – Marketing Activities";
"Cheecham Lateral" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Oil Sands and Heavy Oil Assets ;
"Chevron" means Chevron Canada Limited;
"CICA" means the Canadian Institute of Chartered Professional Accountants;
"CKPC" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Marketing & New Ventures – New Ventures";
"Class A Preferred Shares" means class A preferred shares of Pembina, issuable in series, and, where the context requires, includes the Series 1 Class A Preferred Shares, the Series 2 Class A Preferred Shares, the Series 3 Class A Preferred Shares, the Series 4 Class A Preferred Shares, the Series 5 Class A Preferred Shares, the Series 6 Class A Preferred Shares, the Series 7 Class A Preferred Shares, the Series 8 Class A Preferred Shares, the Series 9 Class A Preferred Shares, the Series 10 Class A Preferred Shares, the Series 11 Class A Preferred Shares, the Series 12 Class A Preferred Shares, the Series 13 Class A Preferred Shares, the Series 14 Class A Preferred Shares, the Series 15 Class A Preferred Shares, the Series 16 Class A Preferred Shares, the Series 17 Class A Preferred Shares, the Series 18 Class A Preferred Shares, the Series 19 Class A Preferred Shares, the Series 20 Class A Preferred Shares, the Series 21 Class A Preferred Shares, the Series 22 Class A Preferred Shares, the Series 23 Class A Preferred Shares, the Series 24 Class A Preferred Shares, the Series 25 Class A Preferred Shares, the Series 26 Class A Preferred Shares and the Series 2021-A Class A Preferred Shares;
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"Class B Preferred Shares" means class B preferred shares of Pembina;
"Cochin Pipeline" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Transmission Assets";
"Cochin U.S. Acquisition" has the meaning ascribed thereto under "General Developments of Pembina – Developments in 2019";
"Common Shares" means the common shares of Pembina;
"Company" or "Pembina" means Pembina Pipeline Corporation, an ABCA corporation, and, unless the context otherwise requires, includes its subsidiaries;
"condensate" means a hydrocarbon mixture consisting primarily of pentanes and heavier hydrocarbon liquids;
"COVID-19" means the novel coronavirus, the global outbreak of which was declared a pandemic by the World Health Organization in March 2020;
"CRP" means Cutbank Ridge Partnership, a partnership between Ovintiv and Cutbank Dawson Gas Resources Ltd., a subsidiary of Mitsubishi Corporation;
"Cutbank Complex" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Facilities Division – Gas Services";
"Cutbank Gas Plant" means Pembina's shallow cut sweet gas processing facility located near Grande Prairie, Alberta;
"Dawson Assets" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Facilities Division – Gas Services";
"DBRS" means DBRS Limited;
"deep cut" means ethane-plus extraction gas processing capabilities;
"Drayton Valley Pipeline" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Conventional Assets";
"Duvernay Complex" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Overview of Pembina's Business – Facilities Division – Gas Services";
"Duvernay Field Hub" means Pembina's 30 MMcf/d gas, 10 mbpd condensate and 5 mbpd water handling and condensate stabilization facility located near Fox Creek, Alberta;
"Duvernay I" means Pembina's 92 percent interest in the Duvernay I 100 MMcf/d shallow cut gas processing facility located near Fox Creek, Alberta;
"Duvernay II" means Pembina's 92 percent interest in the Duvernay II 100 MMcf/d shallow cut gas processing facility located near Fox Creek, Alberta;
"Duvernay III" means Pembina's 92 percent interest in the Duvernay III 100 MMcf/d shallow cut gas processing facility located near Fox Creek, Alberta;
"Duvernay Sour Gas Treating Facilities" means Pembina's sour gas sweetening system, amine regeneration and acid incineration facility located near Fox Creek, Alberta;
"East NGL System" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Facilities Division – NGL Services";
"ECCC" means Environment and Climate Change Canada, a department of the Government of Canada;
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"EDGAR" means the Electronic Data Gathering, Analysis and Retrieval system;
"Edmonton South Rail Terminal" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Oil Sands and Heavy Oil Assets";
"Edmonton South Terminal" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Oil Sands and Heavy Oil Assets";
"Edmonton Terminals" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Oil Sands and Heavy Oil Assets";
"Empress" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Facilities Division – Gas Services";
"Empress Co-generation Facility" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Facilities Division – Gas Services";
"Empress Pipeline" is an approximately 25 km pipeline of buried HVP ethane pipeline and associated riser facilities that connect the Alberta ethane market serviced by the AEGS to the Burstall ethane cavern storage facilities in Southern Saskatchewan;
"ENT" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Conventional Assets";
"equity accounted investees" means Pembina's working interest in Alliance Pipeline, Aux Sable, Ruby Pipeline, CKPC, Veresen Midstream, Grand Valley I Limited Partnership and Fort Corp;
"ESG" means environmental, social and governance, the three central factors in measuring the sustainability and societal impact of a company;
"FERC" means the United States Federal Energy Regulatory Commission;
"Financial Statements" means Pembina's audited consolidated financial statements for the period ended December 31, 2020;
"Form 40-F" means Pembina's annual report on Form 40-F for the fiscal year ended December 31, 2020 filed with the SEC;
"Fort Corp" means, collectively, Fort Saskatchewan Ethylene Storage Corporation and Fort Saskatchewan Ethylene Storage Limited Partnership;
"Fox Creek" refers to the Peace Pipeline pump station and terminal located near Fox Creek, Alberta;
"Fund" has the meaning ascribed thereto under "Corporate Structure – Name, Address and Formation";
"GAAP" means the generally accepted accounting principles established by the CICA or any successor thereto which are in effect from time to time in Canada;
"GHG" means greenhouse gas;
"Gordondale" refers to the Peace Pipeline pump station and terminal located near Gordondale, Alberta;
"Grand Valley" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Marketing & New Ventures Division – Transmission Assets";
"HOP" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Marketing & New Ventures Division – Marketing Activities";
"Horizon Pipeline" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Oil Sands and Heavy Oil Assets";
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"Horizon Project" means the Horizon Oil Sands Project located approximately 70 km north of Fort McMurray, Alberta;
"HSE" has the meaning ascribed thereto under "Other Information Relating to Pembina's Business – Corporate Governance";
"HVP" means high vapour pressure;
"Hythe Gas Plant" means Veresen Midstream's sweet and sour gas processing facility located near Grande Prairie, Alberta;
"ICA" means the Interstate Commerce Act of 1887 (United States);
"IFRS" means the International Financial Reporting Standards, including International Accounting Standards and Interpretations, together with their accompanying documents, which are set by the International Accounting Standards Board, the independent standard-setting body of the International Accounting Standards Committee Foundation (the "IASC Foundation"), and the International Financial Reporting Interpretations Committee, the interpretative body of the IASC Foundation, but only to the extent the same are adopted by the CICA as GAAP in Canada and then subject to such modifications thereto as are agreed by CICA;
"Imperial" means Imperial Oil Limited;
"Jet Fuel Pipeline" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Transmission Assets";
"Jordan Cove" means the proposed development, construction and operation of a liquefied natural gas production and export facility and related infrastructure on the west coast of the U.S.;
"Kakwa" refers to the Peace Pipeline pump station and terminal located west of the Kakwa River Deep Cut Plant;
"Kakwa Gas Plant" means Pembina's 50 percent interest in the shallow cut sweet gas processing facility located near Grande Prairie, Alberta;
"Kakwa River Deep Cut Plant" means Pembina's raw to deep cut sour gas processing facility located near Grande Prairie, Alberta;
"Kakwa River Shallow Cut Plant" means Pembina's shallow cut sweet gas processing facility located near Grande Prairie, Alberta;
"Keyera" means Keyera Corporation;
"Kinder Acquisition" has the meaning ascribed thereto under "General Developments of Pembina – Developments in 2019";
"Kinder Morgan Canada Acquisition" has the meaning ascribed thereto under "General Developments of Pembina – Developments in 2019";
"KML" means PKM Canada Limited, formerly Kinder Morgan Canada Limited;
"KML Preferred Shares" means, collectively, the KML Series 1 Preferred Shares, the KML Series 2 Preferred Shares, the KML Series 3 Preferred Shares and the KML Series 4 Preferred Shares;
"KML Restricted Voting Shares" means the restricted voting shares in the capital of KML;
"KML Series 1 Preferred Shares" means the cumulative redeemable minimum rate reset preferred shares, series 1 in the capital of KML;
"KML Series 2 Preferred Shares" means the cumulative redeemable floating rate preferred shares, series 2 in the capital of KML, which were issuable on conversion of the KML Series 1 Preferred Shares;
"KML Series 3 Preferred Shares" means the cumulative redeemable minimum rate reset preferred shares, series 3 in the capital of KML;
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"KML Series 4 Preferred Shares" means the cumulative redeemable floating rate preferred shares, series 4 in the capital of KML, which were issuable on conversion of the KML Series 3 Preferred Shares;
"KML Special Voting Shares" means the special voting shares in the capital of KML;
"KML Voting Shares" means, collectively, KML Restricted Voting Shares and the KML Special Voting Shares;
"KUFPEC" means Kuwait Foreign Petroleum Exploration Company;
"La Glace" refers to the Peace Pipeline pump station and terminal located near La Glace, Alberta;
"Lator" refers to the Peace Pipeline pump station and terminal located east of the Kakwa River Deep Cut Plant;
"LGS" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Conventional Assets";
"LPG" means liquified petroleum gas;
"MD&A" means the management's discussion and analysis of the financial and operating results of Pembina for the year ended December 31, 2020, an electronic copy of which is available on Pembina's profile on the SEDAR website at www.sedar.com, in Pembina's annual report on Form 40-F filed on the EDGAR website at www.sec.gov, or at www.pembina.com;
"Medium Term Notes" means, collectively, the Pembina Medium Term Notes and the Veresen Medium Term Notes;
"Medium Term Notes, Series 1" means the $250 million aggregate principal amount of medium term notes of Pembina issued March 29, 2011. See "Description of the Capital Structure of Pembina – Medium Term Notes";
"Medium Term Notes, Series 1A" means the $150 million aggregate principal amount of medium term notes of Veresen issued November 22, 2011 and assumed by Pembina on October 2, 2017. See "Description of the Capital Structure of Pembina – Medium Term Notes";
"Medium Term Notes, Series 2" means the $450 million aggregate principal amount of medium term notes of Pembina issued October 22, 2012. See "Description of the Capital Structure of Pembina – Medium Term Notes";
"Medium Term Notes, Series 3" means, collectively, the $200 million, $150 million and $100 million aggregate principal amount of medium term notes of Pembina issued April 30, 2013, February 2, 2015 and June 16, 2015, respectively. See "Description of the Capital Structure of Pembina – Medium Term Notes";
"Medium Term Notes, Series 3A" means the $50 million aggregate principal amount of medium term notes of Veresen issued March 14, 2012 and assumed by Pembina on October 2, 2017. See "Description of the Capital Structure of Pembina – Medium Term Notes";
"Medium Term Notes, Series 4" means the $600 million aggregate principal amount of medium term notes of Pembina issued April 4, 2014. See "Description of the Capital Structure of Pembina – Medium Term Notes";
"Medium Term Notes, Series 4A" means the $200 million aggregate principal amount of medium term notes of Veresen issued June 13, 2014 and assumed by Pembina on October 2, 2017. See "Description of the Capital Structure of Pembina – Medium Term Notes";
"Medium Term Notes, Series 5" means the $450 million aggregate principal amount of medium term notes of Pembina issued February 2, 2015. See "Description of the Capital Structure of Pembina – Medium Term Notes";
"Medium Term Notes, Series 5A" means the $350 million aggregate principal amount of medium term notes of Veresen issued November 7, 2016 and assumed by Pembina on October 2, 2017. See "Description of the Capital Structure of Pembina – Medium Term Notes";
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"Medium Term Notes, Series 6" means the $500 million aggregate principal amount of medium term notes of Pembina issued June 16, 2015. See "Description of the Capital Structure of Pembina – Medium Term Notes";
"Medium Term Notes, Series 7" means, collectively, the $500 million and $100 million aggregate principal amount of medium term notes of Pembina issued August 11, 2016 and May 28, 2020, respectively. See "Description of the Capital Structure of Pembina – Medium Term Notes";
"Medium Term Notes, Series 8" means, collectively, the $300 million and $350 million aggregate principal amount of medium term notes of Pembina issued January 20, 2017 and August 16, 2017, respectively. See "Description of the Capital Structure of Pembina – Medium Term Notes";
"Medium Term Notes, Series 9" means, collectively, the $300 million and $250 million aggregate principal amount of medium term notes of Pembina issued January 20, 2017 and August 16, 2017, respectively. See "Description of the Capital Structure of Pembina – Medium Term Notes";
"Medium Term Notes, Series 10" means, collectively, the $400 million and $250 million aggregate principal amount of medium term notes of Pembina issued March 26, 2018 and January 10, 2020, respectively. See "Description of the Capital Structure of Pembina – Medium Term Notes";
"Medium Term Notes, Series 11" means, collectively, the $300 million and $500 million aggregate principal amount of medium term notes of Pembina issued March 26, 2018 and January 10, 2020, respectively. See "Description of the Capital Structure of Pembina – Medium Term Notes";
"Medium Term Notes, Series 12" means, collectively, the $400 million and $250 million aggregate principal amount of medium term notes of Pembina issued April 3, 2019 and January 10, 2020, respectively. See "Description of the Capital Structure of Pembina – Medium Term Notes";
"Medium Term Notes, Series 13" means, collectively, the $400 million and $300 million aggregate principal amount of medium term notes of Pembina issued April 3, 2019 and September 12, 2019, respectively. See "Description of the Capital Structure of Pembina – Medium Term Notes";
"Medium Term Notes, Series 14" means the $600 million aggregate principal amount of medium term notes of Pembina issued September 12, 2019. See "Description of the Capital Structure of Pembina – Medium Term Notes";
"Medium Term Notes, Series 15" means the $600 million aggregate principal amount of medium term notes of Pembina issued September 12, 2019. See "Description of the Capital Structure of Pembina – Medium Term Notes";
"Medium Term Notes, Series 16" means the $400 million aggregate principal amount of medium term notes of Pembina issued May 28, 2020. See "Description of the Capital Structure of Pembina – Medium Term Notes";
"Mitsue Pipeline" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Oil Sands and Heavy Oil Assets";
"Musreau I" means the Musreau A, Musreau C and Musreau D trains, shallow cut sweet gas processing facility, owned 100 percent by Pembina, and Pembina's 50 percent interest in the Musreau B train, located near Grande Prairie, Alberta;
"Musreau II" means Pembina's 100 MMcf/d shallow cut sweet gas processing plant and associated NGL and gas gathering pipelines near Musreau I;
"Musreau III" means Pembina's 100 MMcf/d shallow cut sweet gas processing facility near Musreau I and II;
"Musreau Deep Cut" means the 205 MMcf/d NGL extraction facility and related approximately 10 km NGL sales pipeline connected to the Peace Pipeline and located at the Musreau I facility;
"Namao" refers to the Peace Pipeline interconnect junction located near Namao, Alberta;
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"NEBC Montney Infrastructure" includes an area production connection to Pembina's Birch terminal as well as upgrades to the terminal including additional storage and pump stations and minor site modifications to support additional volumes on the NEBC Pipeline and Pembina's downstream pipelines;
"NEBC Pipeline" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Conventional Assets";
"NGA" means the Natural Gas Act of 1938 (United States);
"NGL" means natural gas liquids, including ethane, propane, butane and condensate;
"Nipisi Pipeline" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Oil Sands and Heavy Oil Assets";
"North 40 Terminal" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Oil Sands and Heavy Oil Assets";
"Northern Pipeline" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Conventional Assets";
"Northwest Pipeline" means the pipeline system and related facilities delivering crude oil from northeastern British Columbia to Boundary Lake, Alberta;
"NYSE" means the New York Stock Exchange;
"OMS" has the meaning ascribed thereto under "Other Information Relating to Pembina's Business – Operating Management System";
"Option Plan" means the stock option plan of Pembina approved by the Shareholders on May 26, 2011, as amended effective November 30, 2016 and as further amended effective February 26, 2020;
"Ovintiv" means Ovintiv Inc., formerly Encana Corporation;
"Pacific Connector Gas Pipeline" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Marketing & New Ventures Division – New Ventures";
"Palermo Conditioning Plant" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Marketing & New Ventures Division – New Ventures";
"PDH" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Marketing & New Ventures Division – New Ventures";
"PDH/PP Facility" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Marketing & New Ventures Division – New Ventures";
"PDH EPC" has the meaning ascribed thereto under "General Developments of Pembina – Developments in 2019";
"PP" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Marketing & New Ventures Division – New Ventures";
"Peace Pipeline" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Conventional Assets";
"Pembina Medium Term Notes" means, collectively, the Medium Term Notes, Series 1, the Medium Term Notes, Series 2, the Medium Term Notes, Series 3, the Medium Term Notes, Series 4, the Medium Term Notes, Series 5, the Medium Term Notes, Series 6, the Medium Term Notes, Series 7, the Medium Term Notes, Series 8, the Medium Term Notes, Series 9, the Medium Term Notes, Series 10, the Medium Term Notes, Series 11, the Medium Term Notes, Series 12, the Medium Term Notes, Series 13, the Medium Term Notes, Series 14, the Medium Term Notes, Series 15 and the Medium Term Notes, Series 16;
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"Phase IV Expansion" means an expansion of the Peace Pipeline, which added the two pump stations on the 24 inch pipeline from Fox Creek to Namao;
"Phase V Expansion" means an expansion of the Peace Pipeline, which added an approximately 95 km, 20 inch pipeline from Lator to Fox Creek;
"Phase VII Expansion" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Conventional Assets";
"Phase VIII Expansion" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Conventional Assets";
"Phase IX Expansion" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Conventional Assets";
"Phase X Expansion" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Conventional Assets":
"PHMSA" means the U.S. Pipeline and Hazardous Materials Safety Administration;
"PIC" means Petrochemical Industries Company K.S.C., a subsidiary of the Kuwait Petroleum Corporation, a company owned by the State of Kuwait;
"Plan" has the meaning ascribed thereto under "Description of the Capital Structure of Pembina – Common Shares";
"PMM" has the meaning ascribed thereto under "Other Information Relating to Pembina's Business – Operations and Maintenance – Operator Qualification and Preventative Maintenance System";
"Pouce Coupé Pipeline" means the pipeline system and related facilities delivering sweet crude oil and HVP hydrocarbon products from Dawson Creek, British Columbia to Pouce Coupé, Alberta;
"Prairie Rose Pipeline" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Marketing & New Ventures Division – Marketing Activities";
"Prince Rupert Terminal" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Facilities Division – NGL Services";
"Prince Rupert Terminal Expansion" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Facilities Division – NGL Services";
"rate base" means the amount of investment on which a return is authorized to be earned, which typically includes net plant in service plus an allowance for working capital;
"Redemption Amount" has the meaning ascribed thereto under "Description of the Capital Structure of Pembina – Class B Preferred Shares";
"Redwater Complex" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Facilities Division – NGL Services";
"Resthaven Facility" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Facilities Division – Gas Services";
"Revolving Credit Facility" has the meaning ascribed thereto under "Description of the Capital Structure – Credit Facilities";
"RFS I" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Facilities Division – NGL Services";
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"RFS II" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Facilities Division – NGL Services";
"RFS III" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Facilities Division – NGL Services";
"rich gas" is natural gas with relatively high NGL content including ethane, propane, butane and condensate;
"Ruby" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Transmission Assets";
"Ruby Pipeline" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Transmission Assets";
"S&P" means Standard & Poor's Rating Services, a division of The McGraw-Hill Companies;
"Saturn I" means Pembina's deep cut NGL extraction facility located in the Berland area of Alberta with 220 MMcf/d of extraction capacity;
"Saturn II" means Pembina's second deep cut NGL extraction facility in the Berland area, a twin of Saturn I;
"Saturn Complex" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Facilities Division – Gas Services ";
"Saturn Gas Plant" means Veresen Midstream's sweet gas processing facility located near Dawson Creek, British Columbia;
"SCADA" means supervisory control and data acquisition. See "Other Information Relating to Pembina's Business – Information and Communication Systems";
"SEC" means the United States Securities and Exchange Commission;
"SEDAR" means the System for Electronic Document Analysis and Retrieval;
"SEEP" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Facilities Division – Gas Services ";
"Senior Note Indenture" means the indenture dated March 29, 2011 between Pembina, Pouce Coupé Pipe Line Ltd., Plateau Pipe Line Ltd., Alberta Oil Sands Pipeline Ltd., Pembina Pipeline (an Alberta partnership), Pembina North Limited Partnership, Pembina West Limited Partnership, Pembina Oil Sands Pipeline L.P., Pembina Marketing Ltd., Pembina Midstream Limited Partnership, Pembina Gas Services Ltd., Pembina Gas Services Limited Partnership and Computershare Trust Company of Canada, as supplemented by the first supplemental note indenture dated April 2, 2012 between Pembina, Pembina NGL Corporation, 1598313 Alberta Ltd., Provident Infrastructure and Logistics LP, Provident Midstream Holdings GP ULC, Provident Midstream Inc., Provident GP Inc., Provident Facilities (NGL) Ltd., Provident Facilities (NGL) L.P., 1195714 Alberta Ltd., 1444767 Alberta Ltd., Provident Energy Pipeline Inc., Empress NGL Partnership, Kinetic Resources (LPG), Pro Holding Company, Provident Midstream (USA) Inc., Pro US LLC, Pro Midstream Company, Kinetic Resources (U.S.A.), Pro GP Corp., Pro LP Corp., Terraquest, Inc. and Computershare Trust Company of Canada, as further supplemented by the second supplemental note indenture dated October 24, 2014 among Pembina, Pembina Prairie Facilities Ltd., Pembina Prairie Facilities Holdco Ltd. and Computershare Trust Company of Canada, and as further supplemented by the third supplemental indenture dated April 4, 2018 between Pembina and Computershare Trust Company of Canada providing for the issuance of the Pembina Medium Term Notes and the AEGS Notes;
"Septimus Pipeline" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Marketing & New Ventures Division – Marketing Activities";
"Series 1 Class A Preferred Shares" means the cumulative redeemable rate reset Class A Preferred Shares, series 1 of Pembina, issued July 26, 2013. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
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"Series 2 Class A Preferred Shares" means the cumulative redeemable floating rate Class A Preferred Shares, series 2 of Pembina, issuable on conversion of the Series 1 Class A Preferred Shares. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
"Series 3 Class A Preferred Shares" means the cumulative redeemable rate reset Class A Preferred Shares, series 3 of Pembina, issued October 2, 2013. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
"Series 4 Class A Preferred Shares" means the cumulative redeemable floating rate Class A Preferred Shares, series 4 of Pembina, issuable on conversion of the Series 3 Class A Preferred Shares. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
"Series 5 Class A Preferred Shares" means the cumulative redeemable rate reset Class A Preferred Shares, series 5 of Pembina, issued January 16, 2014. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
"Series 6 Class A Preferred Shares" means the cumulative redeemable floating rate Class A Preferred Shares, series 6 of Pembina, issuable on conversion of the Series 5 Class A Preferred Shares. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
"Series 7 Class A Preferred Shares" means the cumulative redeemable rate reset Class A Preferred Shares, series 7 of Pembina, issued September 11, 2014. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
"Series 8 Class A Preferred Shares" means the cumulative redeemable floating rate Class A Preferred Shares, series 8 of Pembina, issuable on conversion of the Series 7 Class A Preferred Shares. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
"Series 9 Class A Preferred Shares" means the cumulative redeemable rate reset Class A Preferred Shares, series 9 of Pembina, issued April 10, 2015. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
"Series 10 Class A Preferred Shares" means the cumulative redeemable floating rate Class A Preferred Shares, series 10 of Pembina, issuable on conversion of the Series 9 Class A Preferred Shares. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
"Series 11 Class A Preferred Shares" means the cumulative redeemable minimum rate reset Class A Preferred Shares, series 11 of Pembina, issued January 15, 2016. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
"Series 12 Class A Preferred Shares" means the cumulative redeemable floating rate Class A Preferred Shares, series 12 of Pembina, issuable on conversion of the Series 11 Class A Preferred Shares. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
"Series 13 Class A Preferred Shares" means the cumulative redeemable minimum rate reset Class A Preferred Shares, series 13 of Pembina, issued April 27, 2016. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
"Series 14 Class A Preferred Shares" means the cumulative redeemable floating rate Class A Preferred Shares, series 14 of Pembina, issuable on conversion of the Series 13 Class A Preferred Shares. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
"Series 15 Class A Preferred Shares" means the cumulative redeemable rate reset Class A Preferred Shares, series 15 of Pembina, issued in exchange for the Veresen Series A Preferred Shares on October 2, 2017. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
"Series 16 Class A Preferred Shares" means the cumulative redeemable floating rate Class A Preferred Shares, series 16 of Pembina, issuable on conversion of the Series 15 Class A Preferred Shares. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
"Series 17 Class A Preferred Shares" means the cumulative redeemable rate reset Class A Preferred Shares, series 17 of Pembina, issued in exchange for the Veresen Series C Preferred Shares on October 2, 2017. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
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"Series 18 Class A Preferred Shares" means the cumulative redeemable floating rate Class A Preferred Shares, series 18 of Pembina, issuable on conversion of the Series 17 Class A Preferred Shares. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
"Series 19 Class A Preferred Shares" means the cumulative redeemable rate reset Class A Preferred Shares, series 19 of Pembina, issued in exchange for the Veresen Series E Preferred Shares on October 2, 2017. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
"Series 20 Class A Preferred Shares" means the cumulative redeemable floating rate Class A Preferred Shares, series 20 of Pembina, issuable on conversion of the Series 19 Class A Preferred Shares. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
"Series 21 Class A Preferred Shares" means the cumulative redeemable minimum rate reset Class A Preferred Shares, series 21 of Pembina, issued December 7, 2017. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
"Series 22 Class A Preferred Shares" means the cumulative redeemable floating rate Class A Preferred Shares, series 22 of Pembina, issuable on conversion of the Series 21 Class A Preferred Shares. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
"Series 23 Class A Preferred Shares" means the cumulative redeemable rate reset Class A Preferred Shares, series 23 of Pembina, issued in exchange for the KML Series 1 Preferred Shares on December 16, 2019. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
"Series 24 Class A Preferred Shares" means the cumulative redeemable floating rate Class A Preferred Shares, series 24 of Pembina, issuable on conversion of the Series 23 Class A Preferred Shares. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
"Series 25 Class A Preferred Shares" means the cumulative redeemable rate reset Class A Preferred Shares, series 25 of Pembina, issued in exchange for the KML Series 3 Preferred Shares on December 16, 2019. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
"Series 26 Class A Preferred Shares" means the cumulative redeemable floating rate Class A Preferred Shares, series 26 of Pembina, issuable on conversion of the Series 25 Class A Preferred Shares. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
"Series 2021-A Class A Preferred Shares" means the cumulative redeemable fixed-to-fixed rate Class A Preferred Shares, Series 2021-A. See "Description of the Capital Structure of Pembina – Class A Preferred Shares";
"Series F Convertible Debentures" means the 5.75 percent convertible unsecured subordinated debentures issued by Provident Energy Ltd. on April 29, 2011 and assumed by Pembina in April 2012, which matured on December 31, 2018;
"shallow cut" means sweet gas processing with propane and/or condensate-plus extraction capabilities;
"Shareholders" means the holders of Common Shares;
"SMP" has the meaning ascribed thereto under "Other Information Relating to Pembina's Business – Security Management Program";
"Steeprock Gas Plant" means Veresen Midstream's sour gas processing facility located near Grande Prairie, Alberta;
"Subordinated Note Indenture" means the indenture dated January 25, 2021 between Pembina and Computershare Trust Company of Canada;
"Subordinated Notes, Series 1" has the meaning ascribed thereto under "General Developments of Pembina – Developments to date in 2021";
"Sunrise Gas Plant" means Veresen Midstream's sweet gas processing facility located near Dawson Creek, British Columbia;
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"Swan Hills Pipeline" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division - Oil Sands and Heavy Oil Assets";
"Syncrude Pipeline" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Oil Sands and Heavy Oil Assets";
"Syncrude Project" means the joint venture that was formed for the recovery of oil sands, crude bitumen or products derived from the Athabasca oil sands, located near Fort McMurray, Alberta;
"take-or-pay" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Conventional Assets – Firm Contracts";
"Taylor to Belloy Pipeline" means the pipeline and related facilities delivering NGL from Taylor, British Columbia to Belloy, Alberta;
"Taylor to Boundary Lake Pipeline" means the pipeline and related facilities delivering HVP hydrocarbon products from Taylor, British Columbia to Boundary Lake, Alberta;
"throughput" means volume of product delivered through a pipeline;
"Tower Gas Plant" means Veresen Midstream's sweet gas processing facility located near Dawson Creek, British Columbia;
"TSX" means the Toronto Stock Exchange;
"Valleyview" refers to the Peace Pipeline pump station and terminal located near Valleyview, Alberta;
"Vancouver Wharves" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Facilities Division – NGL Services";
"Vancouver Wharves Expansion" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Facilities Division – NGL Services";
"Vantage Pipeline" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Transmission Assets";
"Veresen" means Veresen Inc.;
"Veresen Acquisition" means the acquisition of Veresen, pursuant to which Pembina acquired all of the issued and outstanding common shares of Veresen and Veresen Preferred Shares, by way of a plan of arrangement under the ABCA, in accordance with the terms and conditions of an arrangement agreement dated May 1, 2017 between Pembina and Veresen;
"Veresen Medium Term Notes" means, collectively, the Medium Term Notes, Series 1A, the Medium Term Notes, Series 3A, the Medium Term Notes, Series 4A and the Medium Term Notes, Series 5A;
"Veresen Midstream" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Facilities Division – Gas Services";
"Veresen Preferred Shares" means the Veresen Series A Preferred Shares, the Veresen Series B Preferred Shares, the Veresen Series C Preferred Shares, the Veresen Series D Preferred Shares, the Veresen Series E Preferred Shares and the Veresen Series F Preferred Shares;
"Veresen Senior Note Indenture" means the trust indenture dated November 22, 2011 between Veresen and Computershare Trust Company of Canada, as supplemented by the first supplemental note indenture dated March 14, 2012 between Veresen and Computershare Trust Company of Canada, as further supplemented by the second supplemental note indenture dated June 13, 2014 between Veresen and Computershare Trust Company of Canada, and as further supplemented by the third supplemental note indenture dated November 10, 2016 between Veresen and Computershare Trust Company of Canada, providing for the issuance of the Veresen Medium Term Notes;
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"Veresen Series A Preferred Shares" means the cumulative redeemable preferred shares, series A of Veresen, issued February 14, 2012;
"Veresen Series B Preferred Shares" means the cumulative redeemable preferred shares, series B of Veresen, which were issuable on conversion of the Veresen Series A Preferred Shares;
"Veresen Series C Preferred Shares" means the cumulative redeemable preferred shares, series C of Veresen, issued October 21, 2013;
"Veresen Series D Preferred Shares" means the cumulative redeemable preferred shares, series D of Veresen, which were issuable on conversion of the Veresen Series C Preferred Shares;
"Veresen Series E Preferred Shares" means the cumulative redeemable preferred shares, series E of Veresen, issued April 1, 2015;
"Veresen Series F Preferred Shares" means the cumulative redeemable preferred shares, series F of Veresen, which were issuable on conversion of the Veresen Series E Preferred Shares;
"Wapiti" refers to the Peace Pipeline pump station and terminal located south of Wembley, Alberta;
"Wapiti Condensate Lateral" means a 12-inch, approximately 30 km pipeline which connects condensate volumes from a third-party owned facility in the Pipestone Montney region into the Peace Pipeline;
"WCSB" means the Western Canadian Sedimentary Basin;
"Western Pipeline" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Conventional Pipelines";
"Williams Pipeline" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Pipelines Division – Transmission Pipelines"; and
"Younger" has the meaning ascribed thereto under "Description of Pembina's Business and Operations – Facilities Division – Gas Services".
All dollar amounts set forth in this Annual Information Form are in Canadian dollars unless otherwise indicated. References to "$" or "C$" are to Canadian dollars and references to "US$" are to U.S. dollars. On February 24, 2021, the daily exchange rate reported by the Bank of Canada, was C$1.00 equals US$1.2548.
Except where otherwise indicated, all information in this Annual Information Form is presented as at the end of Pembina's most recently completed financial year, being December 31, 2020.
A reference made in this Annual Information Form to other documents or to information or documents available on a website does not constitute the incorporation by reference into this Annual Information Form of such other documents or such other information or documents available on such website, unless otherwise stated.
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ABBREVIATIONS AND CONVERSIONS
In this Annual Information Form, the following abbreviations have the indicated meanings:
mbbls thousands of barrels, each barrel representing 34.972 Imperial gallons or 42 U.S. gallons
mmbbls millions of barrels
mbpd thousands of barrels per day
mmbpd millions of barrels per day
MMcf/d million cubic feet per day
mboe/d thousands of barrels of oil equivalent per day
mmboe/d millions of barrels of oil equivalent per day
bcf/d billion cubic feet per day
km kilometres
CO2e
carbon dioxide equivalent
MW megawatt
Barrels of oil equivalent ("boe") may be misleading, particularly if used in isolation. A boe conversion ratio of 6 mcf of natural gas: 1 bbl of crude oil is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.
The following table sets forth certain standard conversions between Standard Imperial Units and the International System of Units (or metric units).
To convert from To Multiply by
bbls cubic metres 0.159
cubic metres bbls 6.293
miles kilometres 1.609
kilometres miles 0.621
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NON–GAAP MEASURES
Pembina's Financial Statements, which may be found on Pembina's profile on the SEDAR website at www.sedar.com, and in Pembina's annual report on Form 40-F filed on Pembina's profile on the EDGAR website at www.sec.gov, are presented in compliance with IFRS. Certain financial information included in such Financial Statements is contained or incorporated by reference within this Annual Information Form.
Readers should take note, however, that within this Annual Information Form, terms are used by management to evaluate the performance of Pembina and its businesses that are not defined by GAAP. Since non-GAAP measures do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies, securities regulations require that non-GAAP measures be clearly defined, qualified and reconciled to their nearest GAAP measure. These non-GAAP measures are calculated and disclosed on a consistent basis from period to period.
The intent of non-GAAP measures is to provide additional useful information with respect to Pembina's operational and financial performance to investors and analysts, though the measures do not have any standardized meaning under IFRS. The measures should not, therefore, be considered in isolation or used in substitute for measures of performance prepared in accordance with IFRS. Other issuers may calculate these non-GAAP measures differently or use different non-GAAP measures.
In particular, in this Annual Information Form, the terms "net revenue" and "adjusted EBITDA" are used to describe certain financial information of Pembina. Readers should be cautioned that net revenue and adjusted EBITDA are not defined by GAAP and are included in this Annual Information Form to describe certain financial information of Pembina and should not be construed as alternatives to revenue, earnings, gross profit, or other measures of financial results determined in accordance with GAAP as indicators of Pembina's performance.
"Net revenue" is a non-GAAP financial measure which is defined as total revenue less cost of goods sold including product purchases. 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 the Marketing & New Ventures Division and the Facilities Division and to aggregate revenue generated by each of Pembina's divisions and to set comparable objectives.
"Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization" ("adjusted EBITDA") is a non-GAAP measure and is calculated as earnings for the year before net finance costs, income taxes, depreciation and amortization (included in operations and general and administrative expense) and unrealized gains or losses on commodity-related derivative financial instruments. The exclusion of unrealized gains or losses on commodity-related derivative financial instruments eliminates the non-cash impact of such gains or losses.
Adjusted EBITDA also includes adjustments to earnings for losses (gains) on disposal of assets, transaction costs incurred in respect of acquisitions, 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. The adjustments made to earnings are also made to share of profit from investments in equity accounted investees. In addition, Pembina's proportionate share of results from investments in equity accounted investees with a preferred interest is presented in adjusted EBITDA as a 50 percent common interest. These additional adjustments are made to exclude various non-cash and other items that are not reflective of ongoing operations.
Management believes that adjusted EBITDA provides useful information to investors as it is an important indicator of an issuer'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 invested, which includes operational finance income from lessor lease arrangements. Adjusted EBITDA is also used by investors and analysts for assessing financial performance and for the purpose of valuing an issuer, 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.
For more information with respect to financial measures which have not been defined by GAAP, including reconciliations to the most directly comparable GAAP measure, see the "Non–GAAP Measures" section of the MD&A dated November 18, 2021 and posted on Pembina’s website at www.pembina.com, which sections are incorporated by reference herein.
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FORWARD-LOOKING STATEMENTS AND INFORMATION
Certain statements contained in this Annual Information Form constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation (collectively, "forward-looking statements"). All forward-looking statements are based on Pembina's current expectations, estimates, projections, beliefs, judgments and assumptions based on information available at the time the applicable forward-looking statement was made and in light of Pembina’s experience and its perception of historical trends. 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", "propose", "goal", and similar expressions suggesting future events or future performance.
By their nature, 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 Annual Information Form should not be unduly relied upon. The forward-looking statements included herein speak only as of the date of the Annual Information Form.
In particular, this Annual Information Form contains forward-looking statements pertaining to, among other things, the following:
the ongoing impacts of the COVID-19 pandemic on Pembina and Pembina's response thereto;
the future levels and sustainability of cash dividends that Pembina intends to pay to its Shareholders, the dividend payment dates;
planning, construction, capital expenditure estimates, schedules, regulatory and environmental applications and anticipated approvals, expected capacity, incremental volumes, in-service dates, rights, activities, benefits and operations with respect to new construction of, or expansions on existing pipelines, gas services facilities, 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;
pipeline, processing, fractionation and storage facility and system operations and throughput levels;
treatment under existing and proposed governmental regulatory regimes, including taxes, environmental, project assessment and GHG regulations and related abandonment and reclamation obligations, and Indigenous, landowner and other stakeholder consultation requirements;
Pembina's estimates of and strategy for payment of future abandonment costs and decommissioning obligations;
Pembina's strategy and the development and expected timing of new business initiatives, 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, future renewal of its credit facilities, availability of capital to fund growth plans, investments operating obligations and dividends and the use of proceeds from financings;
future demand for Pembina's infrastructure and services;
statement regarding Pembina's investment relating to managing its environmental liability and the benefits thereof;
tolls and tariffs, and processing, transportation, fractionation, storage and services commitments and contracts;
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operating risks (including the amount of future liabilities related to pipeline spills and other environmental incidents) and related insurance coverage and inspection and integrity programs;
inventory and pricing of commodities;
the future success, growth, expansions, contributions, capacity expectations, results of operations, financial strength of certain of Pembina's equity accounted investees;
compliance by the Company with integrity regulatory compliance requirements, including the effectiveness of related programs and systems;
Pembina's commitment to, and the effectiveness and impact of its OMS and other operations and governance policies and ESG-related practices;
the impact of the current commodity price environment on Pembina; and
competitive conditions and Pembina's ability to position itself competitively in the industry.
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 and exchange rates;
the ability of Pembina to maintain current credit ratings;
the availability of capital to fund future capital requirements relating to existing assets and projects;
expectations regarding participation in Pembina's pension plan;
future operating costs, including geotechnical and integrity costs, being consistent with historical costs;
oil and gas industry compensation levels remaining consistent with historical levels;
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 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 or current operations;
prevailing regulatory, tax and environmental laws and regulations and tax pool utilization; and
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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 the forward-looking statements included in this Annual Information Form 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 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 in Canada, North America and worldwide, including changes, or prolonged weaknesses, as applicable, in interest rates, foreign currency exchange rates, commodity prices, supply/demand trends and overall industry activity levels;
risks related to the current and potential impacts of the COVID-19 pandemic;
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;
changes in credit ratings;
counterparty credit risk;
technology and security risks including cyber-security risks;
natural catastrophes; and
other risk factors as set out in this Annual Information Form under "Risk Factors".
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. Any forward-looking statements contained herein are expressly qualified by this cautionary statement.
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CORPORATE STRUCTURE
Name, Address and Formation
Pembina Pipeline Corporation is a corporation amalgamated under the ABCA. It is the successor to Pembina Pipeline Income Fund (the "Fund") following the completion of the reorganization of the Fund from an income trust structure to a corporate structure by way of plan of arrangement involving the Fund, Pembina and the holders of the Fund's trust units, pursuant to which the trust was reorganized into Pembina on October 1, 2010. Pembina is also the successor to Veresen following the completion of the Veresen Acquisition on October 2, 2017, whereby, among other things, Pembina amalgamated with Veresen and the resulting entity continued as "Pembina Pipeline Corporation". Pembina's principal and registered office is located at Suite 4000, 585 - 8th Avenue S.W., Calgary, Alberta, T2P 1G1.
Pembina's Subsidiaries
The following chart indicates Pembina's material subsidiaries, including their jurisdictions of incorporation, formation or organization and the percentage of voting securities owned, or controlled or directed, directly or indirectly, by Pembina or its subsidiaries.
Principal Subsidiaries(1)
Jurisdiction of Incorporation/Formation/ Organization
Ownership
Pembina Empress NGL Partnership
Alberta
100%
Pembina Gas Services Limited Partnership
Alberta
100%
Pembina Holding Canada L.P.
Alberta
100%
Pembina Infrastructure and Logistics L.P.
Alberta
100%
Pembina Midstream Limited Partnership
Alberta
100%
Pembina Oil Sands Pipeline L.P.
Alberta
100%
Pembina Pipeline
Alberta
100%
PKM Canada North 40 Limited Partnership
Manitoba
100%
Pembina Cochin LLC Delaware U.S. 100%
(1)     Subsidiaries are omitted where, at Pembina's most recent financial year-end: (i) the total assets of the subsidiary do not exceed 10 percent of Pembina's consolidated assets; (ii) the revenue of the subsidiary does not exceed 10 percent of Pembina's consolidated revenue; and (iii) the conditions in (i) and (ii) would be satisfied if the omitted subsidiaries were aggregated, and the reference in (i) and (ii) changed from 10 percent to 20 percent.
Amended Articles
On May 13, 2013, Pembina filed articles of amendment under the ABCA to create a new class of shares, the Class A Preferred Shares, to change the designation and terms of the Class B Preferred Shares, and to increase the maximum number of directors of Pembina from eleven to thirteen, after receiving Shareholder approval for such amendments.
On October 2, 2017, Pembina filed articles of amendment under the ABCA to create the Series 15, Series 16, Series 17, Series 18, Series 19 and Series 20 Class A Preferred Shares.
On October 2, 2017, Pembina filed articles of amalgamation under the ABCA to effect the amalgamation of Pembina and Veresen pursuant to the Veresen Acquisition. Pursuant to the Veresen Acquisition, all of the outstanding Veresen Series A, C and E Preferred Shares were exchanged for Series 15, 17 and 19 Class A Preferred Shares, respectively. The Series 15, 17 and 19 Class A Preferred Shares have substantially the same terms and conditions as the previously outstanding Veresen Series A, C and E Preferred Shares. The Series 16, 18 and 20 Class A Preferred Shares have substantially the same terms and conditions as the Veresen Series B, D and F Preferred Shares.
On December 1, 2017, Pembina filed articles of amendment under the ABCA to create the Series 21 and Series 22 Class A Preferred Shares.
On June 25, 2019, Pembina filed articles of amendment under the ABCA to increase the limit on the number of Class A Preferred Shares Pembina is authorized to issue from 20 percent of the number of Common Shares issued and outstanding at
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the time of issuance to a maximum of 254,850,850 Class A Preferred Shares, after receiving approval from the Shareholders and the holders of the Class A Preferred Shares for such amendment.
On December 16, 2019, Pembina filed articles of amendment under the ABCA to create the Series 23, Series 24, Series 25 and Series 26 Class A Preferred Shares. Pursuant to the Kinder Morgan Canada Acquisition, all of the outstanding KML Series 1 and 3 Preferred Shares were exchanged for Series 23 and 25 Class A Preferred Shares, respectively. The Series 23 and 25 Class A Preferred Shares have substantially the same terms and conditions as the previously outstanding KML Series 1 and 3 Preferred Shares. The Series 24 and 26 Class A Preferred Shares have substantially the same terms and conditions as the KML Series 2 and 4 Preferred Shares.
On January 22, 2021, Pembina filed articles of amendment under the ABCA to create the Series 2021-A Class A Preferred Shares in connection with the issuance of the Subordinated Notes, Series 1. On January 25, 2021, prior to the issuance of such Series 2021-A Preferred Shares, Pembina filed articles of amendment amending and restating the terms of the Series 2021-A Class A Preferred Shares.
See "Description of the Capital Structure of Pembina".
Amended By-laws
On May 8, 2020, at the annual and special meeting of Shareholders (the "2020 Meeting"), Shareholders confirmed Pembina's amended and restated By-law No. 1 to, among other things: (i) permit only one officer or director, rather than two officers or directors, to execute certain documents on behalf of the Company, and (ii) provide that the Chair of the Board of Directors does not receive a second or casting vote when there is a voting deadlock at a meeting of the Board of Directors, bringing Pembina's by-laws in line with its peers and best corporate governance practices. At the 2020 Meeting, Shareholders also confirmed By-law No. 2, a by-law relating to the advance notice for the nomination of directors, which provides a framework for nominating directors for election to the Board of Directors.
GENERAL DEVELOPMENTS OF PEMBINA
During the three-year period ending on December 31, 2020 and 2021 year-to-date, Pembina continued to execute its business plan and advance its growth strategy as discussed below.
Developments in 2018
Jan 2
Pembina announced the appointment of newly created positions within Pembina's executive team effective January 1, 2018, reporting to Mick Dilger, Pembina's President and Chief Executive Officer: Jason Wiun, Senior Vice President and Chief Operating Officer, Pipelines; Jaret Sprott, Senior Vice President and Chief Operating Officer, Facilities; Stu Taylor, Senior Vice President Marketing and New Ventures and Corporate Development Officer; and Paul Murphy, Senior Vice President and Corporate Services Officer.
Jan 23
Veresen Midstream placed the second train of its Saturn Gas Plant into service.
Mar 9

Pembina extended its revolving credit facility to May 31, 2023. Concurrently, Pembina entered into a $1 billion non-revolving term loan facility for an initial three-year term that is pre-payable at the Company’s option. The other terms and conditions of the non-revolving term loan facility, including financial covenants, are substantially similar to Pembina’s Revolving Credit Facility.
Mar 26
Pembina issued and sold $400 million aggregate principal amount of Medium Term Notes, Series 10 and $300 million aggregate principal amount of Medium Term Notes, Series 11, pursuant to its 2017 MTN Prospectus, as supplemented by two pricing supplements thereto dated March 22, 2018. Pembina used the net proceeds from the sale of the Medium Term Notes, Series 10 and Series 11 to repay short-term indebtedness, as well as to fund Pembina's capital program and for other general corporate purposes. See "Description of the Capital Structure of Pembina – Medium Term Notes".
Mar 28
Pembina commenced a binding open season for expansion capacity commitments on the Alliance Pipeline.
Mar 29
Ruby Pipeline, L.L.C., in which Pembina owns a 50 percent preferred interest, amended the maturity date of its US$203 million 364-day term loan, originally maturing March 30, 2018 to March 28, 2019. The term loan will continue to amortize at US$15.6 million per quarter (US$7.8 million net to Pembina), beginning March 30, 2018, until a final bullet payment of US$141 million (US$70 million net to Pembina) is payable on the amended maturity date.
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Apr 4

Pembina entered into a note exchange agreement with holders of senior notes previously issued by AEGS ("AEGS Notes") to exchange the AEGS Notes for Series A Senior Notes of Pembina under Pembina's Senior Note Indenture. The coupon for the Series A Senior Notes remained the same at 5.565 percent per annum and they are non-amortizing with a bullet payment of $73 million at maturity on May 4, 2020.
Apr 9
Pembina changed its operations management structure to be organized by three divisions: Pipelines, Facilities and Marketing & New Ventures and was effective January 1, 2018.
Apr 20
Veresen Midstream amended its senior secured credit facilities that were originally scheduled to mature on March 31, 2020. Under the term of the amendment and extension reached with a syndicate of lenders, Veresen Midstream increased its borrowing capacity to $200 million under a revolving credit facility and to $2.55 billion of availability under the term loan A and used the proceeds to repay an existing US$705 million term loan B on April 30, 2018. Other terms and conditions in the facilities were modified to reflect the operating nature of the business, including modifying the covenant package and increasing the permitted distributions out of Veresen Midstream. The maturity date of the two debt facilities was extended to April 20, 2022.
May 3

Pembina announced a further expansion of its Peace Pipeline system for a total estimated capital cost of $280 million ("Phase VI Expansion"), which is comprised of upgrades at the Gordondale Pump Station, a 16-inch pipeline from La Glace to Wapiti, Alberta and associated pump station upgrades, and a 20-inch pipeline from Kakwa to Lator, with an expected in-service date in the second half of 2019, subject to environmental and regulatory approvals.
Sept 24
Pembina announced that it will be developing additional pipeline and terminalling infrastructure in the Wapiti region near Grande Prairie, Alberta and in northeastern British Columbia for the capital cost of $120 million.
Nov 1

Pembina announced a further expansion of the Peace Pipeline system (the "Phase VII Expansion"), which was expected to be comprised of a new 20-inch, approximately 220 km pipeline in the La Glace-Valleyview-Fox Creek corridor, as well as six new pump stations, between La Glace, Alberta and Edmonton, Alberta. The Phase VII Expansion was expected to add approximately 240,000 bpd of incremental capacity upstream of Fox Creek accessing capacity available on the mainlines downstream of Fox Creek, and had an expected in-service date in the first half of 2021.
Nov 1

Pembina announced that it and Veresen Midstream executed binding agreements pursuant to which Veresen Midstream will construct natural gas gathering and processing infrastructure in the Pipestone Montney region and Pembina will construct various laterals connecting to the Company's Peace Pipeline system. The infrastructure consists of several separate projects: (i) an expansion of up to 125 MMcf/d (57 MMcf/d net to Pembina) of sour gas processing at Veresen Midstream's existing Hythe Gas Plant; (ii) the construction by Veresen Midstream of a new, approximately 60 km, 12-inch sour gas pipeline to transport natural gas to the Hythe Gas Plant; and (iii) the construction by Pembina of various laterals to connect to the Peace Pipeline. The Hythe developments had an expected in-service date in late 2020, subject to regulatory and environmental approvals.
Nov 1
Pembina announced that it executed further agreements to construct and operate the second tranche of infrastructure development under a 20-year infrastructure development and service agreement with Chevron and KUFPEC, including (i) Duvernay III; (ii) a condensate stabilization facility with approximately 20,000 bpd of raw inlet condensate handling capacity; and (iii) water handling infrastructure, for an expected capital cost of $165 million with an anticipated in-service date of mid-to-late 2020, subject to regulatory and environmental approvals.
Dec 10
Pembina announced its capital spending plan of approximately $1.6 billion for 2019, directed mainly at multi-year execution projects and long-term value creation.
Dec 17
Pembina announced the release of its inaugural sustainability report highlighting its ESG performance.
Dec 31
Pembina's Series F Convertible Debentures matured on December 31, 2018.
Dec The Phase IV Expansion and Phase V Expansion were placed into service.
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Developments in 2019
Jan 14
Pembina placed its ethane storage facility, with capacity of 1 mmbbls, near Burstall, Saskatchewan into service.
Jan 31
Pembina announced the Phase VIII Expansion. Complete sanctioning of the Phase VIII Expansion was subject to securing sufficient long-term, take-or-pay commitments, with an expected in-service date in the first half of 2022. The Phase VIII Expansion had an estimated capital cost of approximately $500 million and is supported by 10-year contracts with take-or-pay provisions. The Phase VIII Expansion was anticipated to be placed into service in stages starting in 2020 through the first half of 2022, subject to regulatory and environmental approvals.
Feb 4
Pembina and PIC announced the positive final investment decision on the previously announced $4.5 billion, 550,000 tonne per annum integrated PDH/PP Facility, through their equally-owned joint venture entity, CKPC. Pembina's net investment was expected to be $2.5 billion. This project was expected to be in-service mid-2023, subject to environmental and regulatory approvals.
Feb 6
Pembina announced Mr. Doug Arnell's resignation from the Board.
Mar 28
Ruby Pipeline, L.L.C. amended the maturity date of its 364-day term loan, originally maturing March 28, 2019 to March 26, 2020. The term loan continued to amortize at US$16 million per quarter (US$8 million net to Pembina), beginning March 30, 2019, until a final bullet payment of US$78 million (US$39 million net to Pembina) was payable on the amended maturity date.
Mar 29
Pembina placed its 45 MW co-generation facility at the Redwater Complex into service.
Apr 3
Pembina issued and sold $400 million aggregate principal amount of Medium Term Notes, Series 12 and $400 million aggregate principal amount of Medium Term Notes, Series 13, pursuant to its 2017 MTN Prospectus, as supplemented by two pricing supplements thereto dated April 1, 2019. Pembina used the net proceeds from the sale of the Medium Term Notes, Series 12 and Series 13 to repay short-term indebtedness under the Credit Facilities, as well as to fund Pembina's capital program and for general corporate purposes. See "Description of the Capital Structure of Pembina – Medium Term Notes".
May 2
Pembina announced that its Board of Directors approved a 5.3 percent increase in its monthly Common Share dividend rate from $0.19 per Common Share to $0.20 per Common Share.
May 2
Pembina announced that it had executed further agreements with Chevron and KUFPEC to construct the Duvernay Sour Treatment Facilities which will include a 150 MMcf/d sour gas sweetening system with 300 MMcf/d of amine regeneration capability and up to one tonne of sulphur per day of acid gas incineration. The Duvernay Sour Treatment Facilities are expected to have a 20-year contractual life and will be back-stopped by fixed-return arrangements. The Duvernay Sour Treatment Facilities had an expected capital cost of $65 million and an anticipated in-service date in the first quarter of 2020, subject to environmental and regulatory approvals.
Aug 21
Pembina announced that it had entered into agreements to acquire KML (the "Kinder Morgan Canada Acquisition") and the U.S. portion of the Cochin Pipeline system from Kinder Morgan, Inc. (the "Cochin U.S. Acquisition" and together with the Kinder Morgan Canada Acquisition, the "Kinder Acquisition") for a total purchase price of approximately $4.35 billion (adjusted post-closing to $4.255 billion).
Aug 30
Pembina filed its 2019 Base Shelf Prospectus and 2019 MTN Prospectus.
Sept 10
Pembina announced that it had agreed with KML to amend and restate the arrangement agreement in respect of the Kinder Morgan Canada Acquisition to include the acquisition of the outstanding KML Preferred Shares in exchange for Class A Preferred Shares of Pembina, subject to the approval of the holders of the KML Preferred Shares.
Sept 12
Pembina issued and sold $600 million aggregate principal amount of Medium Term Notes, Series 14, $600 million aggregate principal amount of Medium Term Notes, Series 15 and $300 million aggregate principal amount of Medium Term Notes, Series 13, through a re-opening, pursuant to its 2019 MTN Prospectus, as supplemented by three pricing supplements thereto dated September 9, 2019. Pembina used the net proceeds from the sale of the Medium Term Notes, Series 14, Series 15 and Series 13 to repay short-term indebtedness under the $1 billion non-revolving term loan facility that was entered into on March 9, 2018, as well as to fund Pembina's capital program and for general corporate purposes. See "Description of the Capital Structure of Pembina – Medium Term Notes".
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Sept 26
Veresen Midstream amended its senior secured credit facilities that were originally scheduled to mature on April 20, 2022. Under the term of the amendment and extension reached with a syndicate of lenders, Veresen Midstream increased its borrowing capacity to $225 million under the revolving credit facility and to $2.6 billion of availability under the term facility. Amortization payments under the term facility were deferred for 24 months, recommencing on September 30, 2021. The maturity date of the two debt facilities was extended to April 20, 2024.
Nov 1
Pembina announced the first stage of a further expansion of its Peace Pipeline system ("Phase IX Expansion"), which is comprised of new 6-inch and 16-inch pipelines debottlenecking the corridor north of Gordondale, upgrades at one pump station and the conversion of existing pipelines, which are currently batching, into single product lines. The Phase IX Expansion had an estimated cost of $100 million and is supported by 10-year contracts with predominantly investment grade counterparties under significant take-or-pay obligations. Phase IX was anticipated to be placed into service in the fourth quarter of 2021, subject to regulatory and environmental approvals.
Pembina also announced that its Board of Directors approved the development of a $120 million co-generation facility at Empress, with an expected in-service date in mid-2022, subject to regulatory and environmental approval.
Additionally, Pembina announced its ESG performance highlights for 2018, highlighting that Pembina: (i) continued to operate safely and reliably with zero reported significant failures; (ii) achieved a notable decrease in the frequency of motor vehicle incidents, after having implemented a variety of driving improvement initiatives; (iii) invested over $11 million within communities in which it operates; and (iv) recorded more than 5,500 hours volunteered among its employees.
Finally, Pembina announced: (i) the Company's Carbon Stand, as evidence of its commitment to reducing GHG emission intensity in each of Pembina's businesses, and (ii) the Company's Inclusion & Diversity Stand, demonstrating the Company's commitment to diversity, equal opportunity and ensuring that employees have the ability to thrive in an inclusive environment.
Dec 10
Pembina announced that the holders of the KML Voting Shares and the KML Preferred Shares, at separate special meetings of shareholders, voted to approve the Kinder Morgan Canada Acquisition. Pembina also announced that the Court of Queen's Bench of Alberta approved the Kinder Morgan Canada Acquisition.
Dec 16 Pembina announced the closing of the Kinder Acquisition. Pembina also announced that its Board of Directors approved a five percent increase in its monthly Common Share dividend rate from $0.20 per Common Share to $0.21 per Common Share.
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Developments in 2020
Jan 7
Pembina announced the execution of a lump sum engineering, procurement and construction contract (the "PDH EPC") related to the construction of the CKPC PDH facility within its integrated PDH and PP upgrading facility. In connection with the execution of the PDH EPC, CKPC fixed approximately 60 percent of the cost of the PDH/PP Facility and Pembina revised its proportionate share of the capital cost of the PDH/PP Facility, including the 100 percent directly-owned supporting facilities, from $2.5 billion to $2.7 billion.
Jan 10
Pembina issued and sold $250 million aggregate principal amount of Medium Term Notes, Series 10, $500 million aggregate principal amount of Medium Term Notes, Series 11 and $250 million aggregate principal amount of Medium Term Notes, Series 12, through a re-opening of each series, pursuant to its 2019 MTN Prospectus dated August 30, 2019, as supplemented by related pricing supplements dated January 8, 2020. Pembina used the net proceeds from the sale of the Medium Term Notes, Series 10, Series 11 and Series 12 to repay short-term indebtedness under its Revolving Credit Facility, as well as to fund Pembina's capital program and for other general corporate purposes. See "Description of the Capital Structure of Pembina – Medium Term Notes".
Feb 3
CKPC entered into a reimbursable engineering and procurement services contract with TR Canada E&C Inc. for the PP upgrading facility.
Feb 27
CKPC closed a syndicated senior secured credit agreement consisting of a US$1.7 billion amortizing term facility, and a US$150 million revolving facility, which has been guaranteed equally by the owners, Pembina and PIC, through the completion of construction on a several basis. The final maturity date of the term facility and revolving facility is February 27, 2027.
Feb The NEBC Montney Infrastructure was placed into service. The NEBC Montney Infrastructure is supported by long-term fee-for-service and cost-of-service arrangements. In conjunction with the NEBC Montney Infrastructure, a customer also entered into long-term, firm service agreements containing take-or-pay commitments on downstream pipelines.
Mar 18 In response to the COVID-19 pandemic and the significant decline in global energy prices, Pembina announced a $900 million to $1.1 billion reduction in its 2020 capital spending plans, an approximately 40 to 50 percent reduction from the Company’s previously announced capital budget of $2.3 billion. In connection therewith, Pembina also announced that the following previously disclosed expansion projects would be deferred: (i) the Phase VII Expansion, the Phase VIII Expansion and the Phase IX Expansion, representing $1.55 billion of total capital; (ii) Empress Co-generation Facility, representing $120 million of total capital; (iii) Prince Rupert Terminal Expansion, representing $175 million of capital; and (iv) Pembina’s investment in the PDH/PP Facility, representing $2.7 billion of capital, net to Pembina. Additional discretionary capital spending was also removed from Pembina's 2020 capital budget.
Mar 19 Pembina announced that it received a certificate of approval from FERC for Jordan Cove.
Mar The Wapiti Condensate Lateral and Duvernay Sour Gas Treating Facilities were placed into service.
Apr 6
Pembina announced that it entered into an $800 million unsecured revolving credit facility with certain existing key lenders. The credit facility is available to Pembina for general corporate purposes, providing the Company with additional liquidity and flexibility as required and has an initial term of two years. The terms and conditions of such revolving credit facility, including financial covenants, are substantially similar to Pembina’s Revolving Credit Facility.
May 7
Pembina announced that it entered into an unsecured US$250 million non-revolving term loan with a global bank, providing further additional liquidity and flexibility in Pembina's capital structure. The USD non-revolving term loan has an initial term of five years. The terms and conditions of such non-revolving term loan, including financial covenants, are substantially similar to Pembina's existing Revolving Credit Facility.
May 8 Mr. Bob Michaleski and Mr. Jeff Smith retired from the Board after not standing for re-election. Mr. Robert G. Gwin joined the Board of Directors after Shareholders approved his appointment to the Board of Directors at the 2020 Meeting and subsequent to the 2020 Meeting, Ms. Cynthia Carroll was appointed to the Board of Directors by the Board.
May 28
Pembina issued and sold $100 million aggregate principal amount through a re-opening of its Medium Term Notes, Series 7 and $400 million aggregate principal amount of Medium Term Notes, Series 16 pursuant to its 2019 MTN Prospectus dated August 30, 2019, as supplemented by related pricing supplements dated May 28, 2020. Pembina used the net proceeds from the sale of the Medium Term Notes, Series 7 and Series 16, to repay indebtedness under its Revolving Credit Facility, as well as to fund Pembina's capital program and for general corporate purposes. See "Description of the Capital Structure of Pembina – Medium Term Notes".
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June The Phase VI Expansion was placed into service.
Oct The fractionation and terminalling facilities at Empress were placed into service.
Dec 3
Pembina released its 2020 Sustainability Report, which outlines the Company's approach, recent performance and future initiatives for ESG factors that are material to Pembina's stakeholders and business. See "Other Information Relating to Pembina's Business".
Dec 14 Pembina provided its financial guidance for 2021, including capital expenditures in the aggregate amount of $785 million.
Pembina announced plans to re-activate the Phase VII Expansion under a revised scope. The capital cost estimate for the Phase VII Expansion was revised lower, by approximately $175 million to $775 million. The in-service date of the Phase VII Expansion was revised to the first half of 2023. As a result of revisions to the scope of the Phase VII Expansion, its estimated capacity was reduced from 240 mbpd to 160 mbpd.
Pembina also announced that it was proceeding with the restart of the Empress Co-generation Facility at its natural gas liquids and processing and terminalling facilities in Empress, Alberta. The capital cost estimate for the Empress Co-generation Facility is expected to be $120 million. The expected in-service date for the Empress Co-generation Facility is the first quarter of 2023, subject to regulatory and environmental approvals.
Additionally, Pembina announced that it was suspending the execution of the PDH/PP Facility indefinitely due to the significant risks arising from the COVID-19 pandemic, most notably with respect to costs under the PDH EDC which is under force majeure condition. As a result of such uncertainty, Pembina announced that it expected to recognize a material impairment on the project in the fourth quarter of 2020. There are no amounts drawn on the CKPC credit facility.
Further, Pembina announced that it expected to recognize a material impairment on its 50 percent convertible, cumulative preferred interest in the Ruby Pipeline as a result of: (i) firm contract expiries and related prevailing interruptible tariff rates, (ii) Rockies basin fundamentals, and (iii) ongoing uncertainty on the timing of the approvals surrounding Jordan Cove.
Dec 30 Pembina filed its 2020 Base Shelf Prospectus.

Developments to date in 2021
Jan 19
The FERC denied a petition on Jordan Cove for a declaratory order that the Oregon Department of Environmental Quality waived its authority to issue a water quality certification pursuant to Section 401 of the Clean Water Act for failure to act within the statutorily-mandated period.
Jan 25
Pembina issued and sold $600 million aggregate principal amount of 4.80 percent Fixed-to-Fixed Rate Subordinated Notes, Series 1 due January 25, 2081 (the "Subordinated Notes, Series 1") pursuant to its 2020 Base Shelf Prospectus, as supplemented by a prospectus supplement dated January 12, 2021. In connection with the issuance of the Subordinated Notes, Series 1, Pembina also issued 600,000 Series 2021-A Class A Preferred Shares (the "Series 2021-A Class A Preferred Shares") to be held in trust by Computershare Trust Company of Canada to satisfy Pembina's obligations under the Subordinated Note Indenture for the Subordinated Notes, Series 1. Pembina expects to use the net proceeds from the sale of the Subordinated Notes, Series 1 to redeem or repurchase Pembina's Series 11 Class A Preferred Shares and its Series 13 Class A Preferred Shares, to repay outstanding indebtedness, as well as for general corporate purposes. See "Description of the Capital Structure of Pembina – Subordinated Notes" and "Description of the Capital Structure of Pembina – Class A Preferred Shares".
Pembina announced its intention to redeem all of its 6.8 million issued and outstanding Series 11 Class A Preferred Shares on March 1, 2021 for a redemption price equal to $25.00 per Series 11 Class A Preferred Share, less any tax required to be deducted or withheld by Pembina. The total redemption price to Pembina will be $170 million.
Feb 8
The United States Secretary of Commerce for Oceans and Atmosphere upheld the Oregon Department of Land Conservation and Development's objection to the Jordan Cove certification of consistency under the Coastal Zone Management Act, denying Pembina's appeal on the matter.

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DESCRIPTION OF PEMBINA'S BUSINESS AND OPERATIONS
Purpose of Pembina
To be the leader in delivering integrated infrastructure solutions connecting global markets;
customers choose us first for reliable and value-added services;
investors receive sustainable industry-leading returns;
employees say we are the 'employer of choice' and value our safe, respectful, collaborative and fair work culture; and
communities welcome us and recognize the net positive impact of our social and environmental commitment.
Overview of Pembina's Business
There are three general sectors in the oil and gas industry: upstream, midstream and downstream. The upstream sector encompasses exploration for, and production of, hydrocarbon gas and liquids in their raw forms. In the midstream sector, hydrocarbon products are gathered, processed, transported and marketed to the downstream sector. The downstream sector consists of refineries, petrochemical facilities, end-use customers, local distributors and wholesalers.
Pembina is a leading transportation and midstream service provider that has been serving North America's energy industry for more than 65 years. Pembina owns an integrated system of pipelines that transport various hydrocarbon liquids and natural gas products produced primarily in western Canada. The Company also owns gas gathering and processing facilities; an oil and natural gas liquids infrastructure and logistics business; and is growing 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. Pembina is committed to identifying additional opportunities to connect hydrocarbon production to new demand locations through the development of infrastructure that would extend Pembina's service offering even further along the hydrocarbon value chain. These new developments will contribute to ensuring that hydrocarbons produced in the Western Canadian Sedimentary Basin and the other basins where Pembina operates can reach the highest value markets throughout the world.
Pembina is structured into three divisions: Pipelines Division, Facilities Division and Marketing & New Ventures Division; which are described in their respective sections of this Annual Information Form.
The adjusted EBITDA(2) in 2020 from each of Pembina's three divisions(1) was as follows:
CHART-D06B1A503C984A2B980A.JPG
(1) Excluding corporate segment and inter-segment eliminations.
(2) See "Non-GAAP Measures".
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The following map illustrates Pembina's primary assets:
OPENINGSLIDEMAP_MAPWINDOWA.JPG
The following table sets forth certain financial highlights for 2020 and 2019.
Financial Highlights
(in $ millions unless otherwise noted)
Pipelines
Facilities
Marketing &
New Ventures
(1)
Corporate &
Inter-segment Eliminations
Total(1)
($ millions) 2020  2019  2020  2019  2020  2019  2020  2019  2020  2019 
Revenue(1)
2,251  1,787  1,231  1,121  2,956  3,946  (485) (482) 5,953  6,372 
Cost of goods sold, including product purchases(1)
  —  11  2,815  3,559  (317) (311) 2,509  3,252 
Net revenue(2)
2,251  1,787  1,220  1,117  141  387  (168) (171) 3,444  3,120 
Adjusted EBITDA(2)
2,208  1,854  1,012  955  193  423  (132) (171) 3,281  3,061 
(1)    The Company has restated certain financial information of the Company for the years ended December 31, 2020 and 2019 to address the restatement of revenue and cost of goods sold for such periods in connection with the Company's accounting treatment of certain contracts within its Marketing & New Ventures Division. Figures reflect the restated dollar amounts for the Marketing & New Ventures Division for the years ended December 31, 2020 and 2019.
(2)    See the "Non–GAAP Measures" section.
Further discussion of financial and operational results and new developments for Pembina's business segments for the years ended December 31, 2020 and 2019 is contained in the section "Segment Results" in the MD&A, which section is incorporated by reference herein.
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Pipelines Division
Overview
The Pipelines Division provides customers with pipeline transportation, terminalling, storage and rail services in key market hubs in Canada and the United States for crude oil, condensate, natural gas liquids and natural gas. The division manages pipeline transportation capacity of 3.1 mmboe/d(1), above ground storage of 11 mmbls(1) and rail terminalling capacity of approximately 145 mboe/d(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 oils, 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, terminalling and rail services. 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 between Pembina's upstream and downstream 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, Illinois and California, as well as other regions throughout North America.
(1)Net capacity; excludes projects under development.
Conventional Assets
Pembina's primary conventional assets include the following:
The Peace Pipeline system ("Peace Pipeline"), which includes approximately 3,750 km of pipelines, including gathering laterals, that transport ethane mix (C2+), propane mix (C3+), crude oil and condensate from northwestern Alberta to Edmonton, Alberta and to Fort Saskatchewan, Alberta.
The Northern Pipeline system ("Northern Pipeline"), which includes approximately 700 km of pipelines, including gathering laterals, that transport NGL from Belloy, Alberta to Fort Saskatchewan, Alberta.
Pembina continues to experience growing customer demand for transportation services to support development of the Montney, Duvernay and other resource plays and is currently undertaking additional intra-Alberta expansions of the Peace Pipeline and Northern Pipeline systems, some of which are currently deferred. These expansions are discussed below.
PEACE_EXPANSIONSX2021003A.JPG
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The Phase VII Expansion ("Phase VII Expansion"), which includes a 20-inch, approximately 220 km pipeline in the La Glace-Valleyview-Fox Creek corridor, and two new pump stations or terminal upgrades, between La Glace and Edmonton, Alberta. The Phase VII Expansion will add approximately 160 mbpd of incremental capacity upstream of Fox Creek, accessing capacity available on the mainlines downstream of Fox Creek. The Phase VII Expansion is anticipated to be in service in the first half of 2023.
As previously announced, in response to the COVID-19 pandemic, the resulting economic slowdown, and decreased demand for crude oil, condensate and NGL, Pembina made the decision in March 2020 to defer some of its previously announced expansion projects, including:
The Phase VIII Expansion ("Phase VIII Expansion"), which includes 10-inch and 16-inch pipelines in the Gordondale to La Glace corridor, as well as several new pump stations or terminal upgrades located between Gordondale and Fox Creek, that would enable segregated pipeline service for ethane-plus and propane-plus NGL mix from the central Montney area near Gordondale into the Edmonton, Alberta area for market delivery.
The first stage of the Phase IX Expansion ("Phase IX Expansion"), which includes 6-inch and 16-inch pipelines, the conversion of existing pipelines which are currently batching, into single product lines, as well as upgrades at one pump station. The Phase IX Expansion would debottleneck the corridor north of Gordondale.
The Phase VIII Expansion and Phase IX Expansion would complete the segregation of LVP and HVP products across the system supporting further optimization opportunities. As well, Pembina continues to have the ability to add approximately 200,000 bpd of capacity to its market delivery pipelines from Fox Creek, Alberta to Namao, Alberta through the relatively low-cost addition of pump stations on these mainlines, bringing the total capacity of the Peace Pipeline and Northern Pipeline to 1.3 mmbpd. Full segregation of commodities on Peace Pipeline and Northern Pipeline would allow system optimization opportunities due to the reduction of batching and quality management issues. This optimization (the "Phase X Expansion") could create up to an incremental 100,000 bpd of capacity with minimal capital spending.
The Drayton Valley Pipeline system ("Drayton Valley Pipeline"), which includes approximately 1,100 km of pipelines, including gathering laterals, that transport crude oil and condensate from the area southwest of Edmonton, Alberta to Edmonton, Alberta.
The NEBC Pipeline system ("NEBC Pipeline"), which includes approximately 350 km of pipelines, including gathering laterals, that transport NGL, crude oil and condensate from northeastern British Columbia to Taylor, British Columbia.
The Western Pipeline system ("Western Pipeline"), which includes approximately 400 km of pipelines that transport crude oil from Taylor, British Columbia to Prince George, British Columbia.
The Liquids Gathering Pipeline system ("LGS"), which includes approximately 400 km of pipelines, including gathering laterals, that transport NGL from northeastern British Columbia to Gordondale.
The Brazeau NGL Pipeline system ("Brazeau Pipeline"), which includes approximately 500 km of pipelines, including gathering laterals, that transport NGL from natural gas processing plants southwest of Edmonton, Alberta to Fort Saskatchewan, Alberta.
The Canadian Diluent Hub ("Canadian Diluent Hub" or "CDH"), which includes approximately 500 mbbls of above ground storage and provides direct connectivity for domestic and U.S. condensate volumes to the oil sands via downstream third-party pipelines;
The Edmonton North Terminal ("ENT"), which includes approximately 900 mbbls of above ground storage with access to crude oil and condensate supply transported on Pembina's operated pipelines and products from various third-party operated pipelines.
14 truck terminals, which provide pipeline and market access for crude oil and condensate production that is not pipeline connected.
There are approximately 65 shippers, including independent producers as well as multinational oil and gas companies on the conventional pipeline systems owned and operated by Pembina. The primary delivery points for hydrocarbon products from
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Pembina include: the Enbridge pipeline systems for multiple products; the Pembina North 40 Terminal and the Trans Mountain pipeline system near Edmonton, Alberta; the Strathcona refinery in the Edmonton area; Pembina's CDH near Fort Saskatchewan, Alberta; connected oil sands diluent pipelines; a refinery located in Prince George, British Columbia; AEGS and all major NGL fractionators near Fort Saskatchewan, Alberta.
Pembina's conventional terminals are configured to access and provide services for the common grades of Canadian crude oil, as well as access domestic and imported condensate streams. The terminals provide essential services for Pembina's customers with outbound delivery flexibility and above ground storage.
At Pembina's truck terminals, the customer base generally comprises the same producers who seek to transport various products, including condensate, on Pembina's conventional and oil sands and heavy oil systems. Truck terminals are particularly attractive to those producers who are unable to justify pipeline/oil battery connections due to relatively low daily production or are producing in advance of being pipeline connected.
The contracts related to conventional assets are fee-for-service in nature, but vary in their structure as follows:
Firm contracts: Pembina focuses on securing base volumes on its Peace Pipeline and Northern Pipeline systems under a firm contract structure, where a fee-for-service toll, which includes flow-through operating costs for power and extraordinary events, is set under the contract and customers receive a firm amount of pipeline capacity for the transportation of their product. Under firm contracts, customers also agree to a minimum revenue or volume commitment ("take-or-pay").
Cost-of-service contracts: Pembina's conventional pipelines in British Columbia are primarily operated under a cost-of-service methodology whereby Pembina flows through the actual operating costs of the systems to shippers while recovering a negotiated return on invested capital. Under cost-of-service contracts, Pembina is obligated to hold a fixed capacity for the shippers and the shippers have an obligation to pay their share of the rate base and operating costs whether they use all of the fixed capacity or not.
Non-firm or interruptible contracts: Capacity on conventional assets that has not been secured under the firm contracts or cost-of-service contracts structures described above is contracted under fee-for-service, month-to-month contracts on an interruptible basis that allow Pembina to adjust tolls for actual volumes, operating expenses and capital expenditures on a periodic basis. These contracts do not require Pembina to guarantee a specified amount of dedicated capacity for a customer. Rather, customers nominate volumes on a monthly basis and tariffs are set periodically by receipt point.
The majority of crude oil, condensate and NGL product transported on the Peace Pipeline and Northern Pipeline systems are contracted under long-term, firm, take-or-pay contracts. As of December 31, 2020, the weighted average remaining term on Peace Pipeline and Northern Pipeline firm contracts was approximately eight years.
Services provided on other conventional assets and systems such as the Drayton Valley Pipeline, LGS, Brazeau Pipeline, CDH, and ENT are generally under interruptible contracts.
Competition among existing crude oil, condensate and NGL pipelines is based primarily on the cost of transportation, access to supply, the quality and reliability of service, contract carrier alternatives, proximity and access to markets and additional service offerings.
Pembina's conventional pipelines are feeder pipelines that move products in the field from batteries, processing facilities and storage tanks to facilities, markets and export pipelines primarily in the Edmonton, Alberta and Fort Saskatchewan, Alberta area as outlined above. The majority of Pembina's conventional pipelines are connected to existing oil batteries and other facilities. Existing volumes generally remain connected to the applicable pipeline system until it is uneconomic to continue providing pipeline transportation services. This can occur for numerous reasons, including low volumes or increased integrity maintenance costs, in which case the connection may be discontinued and the producer may truck volumes to an alternate delivery point. With Pembina's track record of safe, reliable and cost-effective operations, service tenure, the complex and integrated nature of its systems and high levels of customer service, it is difficult for a competitor to replicate Pembina's service offering.
Unlike connected facilities, unconnected volumes of product are typically trucked to the most cost-effective truck unloading facility and there is direct competition from numerous service providers serving the same area. Typically, a producer's selection of a truck terminal is only partially based on tolls. It may also be based on whether the volumes need some form of treatment to meet pipeline specifications, or location based-arbitrage opportunities associated with the product. Pembina
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owns truck terminals to assist in aggregating unconnected volumes onto its systems. There are several other pipelines and terminal operators which compete for trucked volumes in Pembina's operating areas. Competition for these volumes include local market fractionators for NGL, as well as rail and numerous pipelines connected to terminal operations for crude oil and condensate.
Producer activity focused on NGL development continues in the Deep Basin Cretaceous, Montney and Duvernay resource areas served by Pembina's Peace Pipeline and Northern Pipeline systems. Pembina has successfully been able to leverage its existing assets to provide incremental capacity in these areas, as evidenced by Pembina's numerous pipeline expansion projects.
Oil Sands and Heavy Oil Assets
Pembina's primary oil sands and heavy oil assets include the following:
The Syncrude Pipeline system ("Syncrude Pipeline"), which includes approximately 450 km of pipelines, which have a capacity of 389 mbpd. Pembina is the sole transporter of synthetic crude oil for the Syncrude Project to delivery points near Edmonton, Alberta.
The Horizon Pipeline system ("Horizon Pipeline"), which includes approximately 525 km of pipelines, which have a capacity of 335 mbpd. Pembina transports synthetic crude oil for the Horizon Project to delivery points near Edmonton, Alberta.
The Cheecham Lateral system ("Cheecham Lateral"), which includes approximately 50 km of pipelines, which have a capacity of 230 mbpd and transports synthetic crude oil from a common pump station on the Syncrude Pipeline and Horizon Pipeline to a terminalling facility located near Cheecham, Alberta, where it is then used as diluent for oil sands producers operating southeast of Fort McMurray, Alberta.
The Nipisi Pipeline system ("Nipisi Pipeline"), which includes approximately 375 km of pipelines, which have a capacity of 111 mbpd and transports blended heavy oil from Utikuma, Alberta to Edmonton, Alberta. The Mitsue Pipeline system ("Mitsue Pipeline"), which includes approximately 250 km of pipelines, which have a capacity of 22 mbpd and transports condensate from Whitecourt, Alberta to Utikuma, Alberta. The Mitsue Pipeline provides condensate for heavy oil producers in the Pelican Lake and Peace River regions of Alberta to use as diluent to transport their product down the Nipisi Pipeline.
The Swan Hills Pipeline ("Swan Hills Pipeline"), which includes an approximately 425 km pipeline, which has a capacity of 48 mbpd and provides transportation of light sweet crude oil from the Swan Hills region of Alberta to delivery points near Edmonton, Alberta.
The terminals at Edmonton, Alberta (the "Edmonton Terminals"), which consist of 36 merchant tanks with a capacity of approximately 12.1 mmbbls (9.6 mmbbls net to Pembina) of storage and a crude-by-rail capacity of 290 mbpd (145 mbpd net to Pembina). The terminals are connected to a highly diverse suite of inbound pipelines and outbound connections including both pipeline and rail, resulting in the most robust connectivity in the Edmonton, Alberta area. The Edmonton Terminals include various joint venture assets with two different counterparties and are discussed below:
The Edmonton South Terminal ("Edmonton South Terminal") is a merchant tank terminal located in Sherwood Park, Alberta. The assets in this facility consist of 15 tanks with a total storage capacity of approximately 5.1 mmbbls. The 15 tanks are currently leased from Trans Mountain Corporation under a long-term arrangement and are subleased to third parties.
The North 40 Terminal ("North 40 Terminal") is a merchant tank terminal located in Sherwood Park, Alberta, immediately adjacent to the Edmonton South Terminal. The assets in this facility consist of nine tanks with a total storage capacity of approximately 2.15 mmbbls.
The Base Line Terminal ("Base Line Terminal") is a joint venture asset owned by Pembina (50 percent) and Keyera (50 percent). It is a merchant crude oil storage terminal located on leased land at the Keyera, Alberta EnviroFuels facility in Sherwood Park, Alberta. The assets in this facility consist of 12 storage tanks with a total capacity of 4.8 mmbbls (2.4 mmbbl net to Pembina).
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The Edmonton South Rail Terminal ("Edmonton South Rail Terminal") is a joint venture asset owned by Pembina (50 percent) and Imperial (50 percent). The terminal is located on land leased from Imperial with a total throughput capacity of approximately 250 mbpd (125 mbpd net) and is unit train capable. The facility is served by both the Canadian National Railway and Canadian Pacific Railway networks.
The Alberta Crude Terminal ("Alberta Crude Terminal") is a joint venture asset owned by Pembina (50 percent) and Keyera (50 percent). It is a crude oil rail loading facility located on land leased from Keyera in Edmonton, Alberta. The terminal is served by the Canadian National Railway and Canadian Pacific Railway networks and is connected via pipeline to the North 40 Terminal and the Base Line Terminal. The terminal has approximately 40 mbpd (20 mbpd net to Pembina) of manifest crude oil rail loading capacity.
The Edmonton Terminals assets provide excellent inbound and outbound connectivity, both in terms of the facilities to which they are connected and the diversity of products that may be stored and transported by them. In addition to the considerable market access offered to customers via pipeline, through its Alberta Crude Terminal and Edmonton South Rail Terminal origination crude-by-rail loading facilities, the Edmonton Terminals are able to offer customers the flexibility to move crude oil to markets without pipeline access, supplement deliveries to markets with constrained pipeline capacity and supply different or unique crude types to refineries looking to maintain set crude specifications.
The major shippers on Pembina's oil sands and heavy oil pipelines are primarily large upstream exploration and production companies.
Pembina's oil sands and heavy oil pipeline assets provide services predominantly under long-term, extendible contracts, which allow for the flow-through of eligible operating expenses to customers. As a result, adjusted EBITDA from these assets is primarily driven by the amount of capital invested and is predominantly not sensitive to fluctuations in certain operating expenses, physical throughput or commodity prices.
Pembina's Syncrude Pipeline is fully contracted under a cost-of-service, extendible, long-term agreement that expires no earlier than the end of 2035.
The Horizon Pipeline is fully contracted to a single customer and is operated under the terms of a 25-year fixed return, extendible contract, which expires in 2034.
Pembina's Cheecham Lateral is fully contracted to shippers under the terms of 25-year fixed-return extendible agreements that expire in 2032.
The Nipisi Pipeline and the Mitsue Pipeline are contracted under 10-year fee-for-service agreements, with substantial take-or-pay components. These contracts expire at the end of 2021.
The Swan Hills Pipeline is utilized by various shippers who transport mainly on an interruptible basis.
The Edmonton Terminals service customers consisting of a diverse mix of production, refining, marketing and integrated companies. The Edmonton Terminals are primarily contracted under long-term, take-or-pay agreements. A significant majority of total revenue is take-or-pay in nature, while the remaining revenue is derived from variable fees for incremental services provided.
While regional infrastructure capacity for delivery to the Edmonton area is sufficient for current production levels, the primary focus of infrastructure development is expected to be on accessing markets outside of Alberta for the majority of bitumen and heavy oil produced in Alberta, including through potential incremental merchant storage capacity opportunities at Pembina's terminals. In the long term, expansions of existing condensate and synthetic crude diluent supply infrastructure, as well as blended bitumen and heavy oil pipeline delivery systems, may be required depending on the rate at which oil sands and heavy oil may be produced in the future. See "Risk Factors – Risks Inherent in Pembina's Business – Reserve Replacement, Throughput and Product Demand".
Given the long-term nature of oil sands and heavy oil investments, most pipelines serving existing production are underpinned by long-term transportation agreements. Competition primarily arises with respect to incremental supply that requires additional pipeline capacity. In some cases, existing pipeline companies have under-utilized assets which can be re-purposed to suit a customer's needs, giving them a competitive advantage when competing for new projects. In other cases,
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where construction of significant new infrastructure is required, pipeline companies compete for these opportunities based primarily on their operating expertise, cost of capital and commercial flexibility.
While the limited availability of land for development in the area around the Edmonton Terminals and the significant capital investment required to enter the terminalling business are significant barriers to entry, the Edmonton Terminals are subject to competition from other rail terminals and storage facilities which are either in the general vicinity of the terminals or have gathering systems that are, or could potentially extend into, areas served by the Edmonton Terminals.
Transmission Assets
Pembina's primary transmission assets include the following:
Vantage Pipeline
The Vantage Pipeline system ("Vantage Pipeline"), which includes a 786 km, 69 mbpd pipeline and gathering laterals that link ethane supply from the Bakken resource play in North Dakota to the petrochemical market in Alberta. Volumes originate from two gas plants in Tioga, North Dakota extending northwest through Saskatchewan and terminating near Empress, Alberta, where it is connected to the AEGS.
Transportation service on the Vantage Pipeline is underpinned by long-term, fee-for-service contracts with take-or-pay provisions. Currently, the Vantage Pipeline contracts are with one customer with petrochemical infrastructure in Alberta, with multiple receipt points along the Vantage Pipeline. Approximately 50 percent of the Vantage Pipeline's capacity is contracted on a take-or-pay basis with additional volumes flowing on a fee-for-service basis. Contract terms range from 10 to 20 years with current contracts expiring between 2024 and 2035.
Alberta Ethane Gathering System
The Alberta Ethane Gathering System ("AEGS") transports ethane within Alberta from various ethane extraction plants to major petrochemical complexes located near Joffre, Alberta and Fort Saskatchewan, Alberta. At 1,336 km in total length, and an aggregate design capacity of approximately 330 mbpd, AEGS is comprised of an east leg, west leg and a bi-directional north leg, which together form an integrated system, that includes interconnections with underground storage sites in Fort Saskatchewan, Alberta and Burstall, Saskatchewan.

The AEGS shipper community is currently comprised of either major ethane producers or consumers that have significant energy infrastructure and/or petrochemical investments in Alberta. AEGS is fully contracted with nearly 100 percent of this capacity under 20-year take-or-pay agreements expiring in 2038.

Alliance Pipeline
The Alliance Pipeline system ("Alliance Pipeline") is held through Alliance Canada and Alliance U.S., both of which are jointly owned by Pembina (50 percent) and indirectly by Enbridge (50 percent).
The Alliance Pipeline consists of a 3,849 km integrated Canadian and U.S. natural gas transmission pipeline, delivering rich gas from the WCSB and the Williston Basin in North Dakota to natural gas markets in the Chicago, Illinois area. The Alliance Pipeline has been in commercial service since December 2000 and currently delivers an average of 1.6 bcf/d of rich gas. It connects to Aux Sable's Channahon Facility in Channahon, Illinois, which extracts NGL from the natural gas transported before delivery to downstream pipelines. The Alliance Pipeline connects in the Chicago area, through its downstream header, with five interstate natural gas pipelines and two local natural gas distribution systems, which provide shippers with access to natural gas markets in the mid-west, the northeast, and the Gulf Coast of the U.S., and eastern Canada. All shippers have signed extraction agreements that give Aux Sable the right to extract the NGL from the rich gas transported.
The Canadian portion of the Alliance Pipeline consists of a 1,561 km natural gas mainline pipeline and 732 km of related lateral pipelines connected to natural gas receipt locations, primarily at gas processing facilities in northwestern Alberta and northeastern British Columbia, and related infrastructure. Alliance Canada owns the Canadian portion of the Alliance Pipeline.
The U.S. portion of the Alliance Pipeline consists of 1,556 km of infrastructure including the 129 km Tioga lateral in North Dakota. Alliance U.S., an affiliate of Alliance Canada, owns the U.S. portion of the Alliance Pipeline system.
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The Alliance Pipeline's natural gas transmission services, coupled with rich gas delivery capabilities, are designed to enable producers to maximize the value of their product. This provides significant competitive advantages, including:
saving producers processing and infrastructure costs, and providing an opportunity to reduce the time to market for their rich gas production;
providing access to Aux Sable's Channahon Facility NGL extraction facility allowing for considerable economies of scale; and
delivering value-added products to alternative NGL markets while only paying a transportation charge based on natural gas volume, services that potentially provide shippers with a higher netback for rich gas.
As at December 31, 2020, Alliance Canada had 26 long-term firm shippers and Alliance U.S. had 22 long-term firm shippers. As at December 31, 2020, the total quantity of firm transportation, including seasonal firm service with contract terms of one day to eleven months, contracted was 1.6 bcf/d on the Canadian portion of the Alliance Pipeline and 1.8 bcf/d on the U.S. portion of Alliance Pipeline. Firm transportation contracts are take-or-pay and shippers are obligated to pay demand charges on contracted capacity in Canada and reservation charges on contracted capacity in the U.S. In addition, Alliance Canada sells seasonal firm and interruptible transportation service on a price-biddable basis. Long-term firm receipt and full path shippers in Canada are also able to nominate priority interruptible transportation service for up to 25 percent of their contracted capacity, if available, at premiums to their long-term firm tolls.

Alliance U.S. filed a rate case in respect of the U.S. portion of the Alliance Pipeline in the second quarter of 2020 and reached an agreement in principle with its shippers in January 2021. Alliance U.S. will file a stipulation and agreement in March 2021 and awaits FERC approval.

The Alliance Pipeline faces competition for pipeline transportation services to its Chicago, Illinois area delivery points and interconnected pipeline delivery points downstream of its Chicago terminus from both existing pipelines and proposed projects. The Alliance Pipeline system is also exposed to competition from new sources of natural gas, such as the Appalachian Basin which runs from upstate New York to Virginia. The continued development of the Appalachian Basin may provide an alternative source of gas to this location and decrease natural gas imports from Canada into the region.
Cochin Pipeline
The Cochin Pipeline system ("Cochin Pipeline") consists of a 12-inch diameter pipeline totaling 2,452 km, which spans from Kankakee County, Illinois to Fort Saskatchewan, Alberta. The Cochin Pipeline, transports light condensate primarily to be used as diluent to facilitate bitumen transportation. The Cochin Pipeline traverses two provinces in Canada and four states in the U.S. and has historically been capable of transporting approximately 95 mbpd of light condensate. Pembina has evaluated the capacity of the Cochin Pipeline and identified opportunities to increase the capacity of the system. A recent capacity test has confirmed incremental capacity, allowing Pembina to offer an additional 14 mbpd of capacity. Pembina has identified and is evaluating further potential incremental capacity under various capital scenarios.

The Cochin Pipeline has three primary customers who, among them, have total contractual take-or-pay commitments of 85 mbpd. These contractual commitments are long-term and expire in 2024 with renewal rights until 2034.

Condensate used in Canada is primarily supplied by local production in (both conventional and unconventional condensates, as well as refinery light naphtha) and imports from the U.S. While the Cochin Pipeline is exposed to competition from other pipeline systems that are capable of transporting significant volumes of diluent, the Cochin Pipeline's delivery point in Fort Saskatchewan has a low gravity diluent pool and a high level of connectivity, thereby making the Cochin Pipeline an attractive mode of shipping condensate.

Ruby Pipeline
The Ruby Pipeline system ("Ruby Pipeline") is a natural gas transmission system delivering natural gas production from the Rockies Basin. The Ruby Pipeline is 1,094 km in length with a 42-inch diameter and has a current capacity of 1.5 bcf/d.
Ruby Pipeline is owned equally by each of Pembina and Kinder Morgan Inc., who operates the pipeline. Pembina has a 50 percent convertible, cumulative preferred interest in Ruby Pipeline Holding Company L.L.C. ("Ruby") which provides for distributions of US$91 million annually in priority to distributions on common equity. Pembina's preferred interest may
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convert to a common equity interest either at Pembina's option or automatically upon the contracting of a total of 1.25 Bcf/d of long-term firm capacity, at rates consistent with current contracts on the Ruby Pipeline.
Approximately 67 percent of the capacity of the Ruby Pipeline (approximately 1,010 MMcf/d, gross) is contracted under long-term, firm contracts that expire in 2021 and 2026. Approximately 635 MMcf/d of firm contracts expire in July 2021.

The Ruby Pipeline competes to deliver gas into the western U.S. primarily with western Canadian gas delivered through TC PipeLines, LP's gas transmission Northwest pipeline system and, to a lesser extent, with U.S. Rockies gas delivered through Williams Northwest Pipeline LLC's northwest pipeline ("Williams Pipeline"). The Ruby Pipeline provides a source of supply diversification for customers in the Pacific Northwest U.S. and northern California who would otherwise be largely reliant on Canadian supply.
The Ruby Pipeline competes to export gas from the U.S. Rockies with several pipelines, including the Williams Pipeline into the Pacific Northwest, Kern River Gas Transmission Company's Kern River pipeline into California, and numerous pipeline systems that can transport gas into the eastern and mid-western U.S. Growing gas production from prolific shale basins in the northeastern U.S. has negatively affected eastern exports of U.S. Rockies gas in recent years relative to western exports on pipelines, including the Ruby Pipeline.
During the fourth quarter of 2020, Pembina incurred an impairment on its investment in Ruby. The impairment was the result of upcoming contract expirations and prevailing interruptible tariff rates, along with Rockies basin fundamentals, and the political and regulatory uncertainty with respect to Jordan Cove, which would ultimately be expected to utilize capacity on the Ruby Pipeline. See "Description of Pembina's Business and Operations — Marketing & New Ventures Division — New Ventures".
Jet Fuel Pipeline
The Jet Fuel Pipeline ("Jet Fuel Pipeline") is an approximately 40 km pipeline that transports jet fuel from a Burnaby, British Columbia refinery and the Westridge Marine Terminal to the Vancouver International Airport with capacity of approximately 26 mbbls/d and includes operational storage tanks at the Vancouver International Airport.

Grand Valley
Grand Valley ("Grand Valley") includes a 75 percent jointly controlled interest in Grand Valley 1 Limited Partnership wind farm.
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Facilities Division
Overview1
The Facilities Division includes infrastructure that provides Pembina's customers with natural gas, condensate and NGL services. Pembina's natural gas gathering and processing assets 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 bcf/d 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 Pembina operated Channahon Facility at the terminus. The Facilities Division includes approximately 354 mbpd of NGL fractionation capacity, 21 mmbbls of cavern storage capacity and associated pipeline and rail terminalling facilities and the Company is currently constructing 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 export terminal in Vancouver, British Columbia.
(1)    References to capacity in this paragraph are to net capacity, which includes Aux Sable capacity. The financial and operational results for Aux Sable are included in the Marketing & New Ventures Division; excludes projects under development.
Gas Services
Pembina's primary gas services assets include the following:
Pembina's Cutbank Complex (the "Cutbank Complex") located near Grande Prairie, Alberta includes six shallow cut sweet gas processing plants (the Cutbank Gas Plant, Musreau I, Musreau II, Musreau III, the Kakwa Gas Plant and the Kakwa River Shallow Cut Plant), one deep cut sweet gas processing plant (the Musreau Deep Cut) and a raw-to-deep cut sour gas processing facility (the Kakwa River Deep Cut). In total, the Cutbank Complex has 675 MMcf/d (618 MMcf/d net to Pembina) of shallow cut sweet gas processing capacity, 205 MMcf/d of sweet deep cut extraction capacity and 200 MMcf/d of raw-to-deep cut sour gas processing capacity. The Cutbank Complex also includes approximately 450 km of gathering pipelines, nine field compression stations and centralized condensate stabilization.
Pembina's Saturn Complex (the "Saturn Complex") located near Hinton, Alberta, includes the Saturn I and Saturn II facilities for a total of 440 MMcf/d of deep cut gas processing capacity, as well as approximately 25 km of gathering pipelines.
Pembina's Resthaven Facility (the "Resthaven Facility") located near Grande Cache, Alberta, includes 300 MMcf/d (234 MMcf/d net to Pembina) of raw-to-deep cut sweet gas processing capacity, as well as approximately 30 km of gathering pipelines.
Pembina's Saskatchewan Ethane Extraction Plant ("SEEP") located to service the Bakken in southeast Saskatchewan, has deep cut sweet gas processing capacity of 60 MMcf/d, ethane, propane and butane fractionation capabilities of up to 4.5 mbpd and a 104 km ethane delivery pipeline.
Pembina's Duvernay Complex (the "Duvernay Complex") located near Fox Creek, Alberta, currently includes three shallow cut sweet gas processing plants (Duvernay I, Duvernay II and Duvernay III), the Duvernay Sour Treating Facilities and the Duvernay Field Hub. In total, the Duvernay Complex has 300 MMcf/d (275 MMcf/d net to Pembina) shallow cut sweet gas processing plants, 330 MMcf/d of inlet gas handling capability, 60 mbpd of raw inlet condensate stabilization facilities, 15 mbpd of water handling facilities, a 150 MMcf/d sour gas sweetening system with 300 MMcf/d of amine regeneration capability and up to one tonne of sulphur per day of acid incineration. Supporting infrastructure includes a 12 km sales gas pipeline and 35 km of gas gathering and fuel gas pipelines.
The Younger NGL Extraction Facility ("Younger") is a 640 MMcf/d (460 MMcf/d net to Pembina) extraction facility and approximately 10 mbpd, net to Pembina, fractionation facility in British Columbia that supplies specification NGL products to local markets, as well as NGL mix supply transported on the Company's pipeline systems to the Fort Saskatchewan, Alberta area for fractionation and sale, and condensate to Pembina's CDH.
The Empress NGL Extraction Facility ("Empress"), is comprised of 1.9 bcf/d, net to Pembina, of extraction capacity and 67 mpbd, net to Pembina, of ethane-plus fractionation across various joint-venture assets and is located at Empress, Alberta.
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At Empress, NGL mix is extracted from natural gas at straddle plants and all of the extracted NGL is fractionated and ethane and condensate are sold into western Canadian markets. The remaining propane and butane, at Pembina's option is either distributed for sale into western Canadian and mid-western U.S. markets or Pembina recombines the propane and butane and transports the mix to Sarnia, Ontario for further re-fractionation, distribution and sale into markets in eastern Canada and eastern U.S.
Pembina is currently undertaking construction of the Empress Co-generation Facility (the "Empress Co-generation Facility"), which will reduce overall operating costs by providing power and heat to the extraction and fractionation facilities. The project is expected to be placed into service in the first quarter of 2023, subject to regulatory and environmental approvals.
Pembina owns a 45 percent interest in Veresen Midstream ("Veresen Midstream"), a limited partnership. Veresen Midstream owns assets in western Canada serving the Montney geological play in northwestern Alberta and northeastern British Columbia. Veresen Midstream owns natural gas processing plants, with combined gross processing capacity of 1.6 bcf/d (727 MMcf/d net to Pembina), including the Saturn Gas Plant, Sunrise Gas Plant and Tower Gas Plant (collectively, the "Dawson Assets") and the Hythe Gas Plant and Steeprock Gas Plant. Veresen Midstream's assets also include over 1,100 km of gas gathering lines and three liquids hubs. Veresen Midstream is currently constructing additional natural gas gathering and processing infrastructure in the Pipestone Montney region. The expansion of Veresen Midstream's existing Hythe Gas Plant will add up to 125 MMcf/d (56 MMcf/d net to Pembina) of sour gas processing and approximately 60 km of 12-inch sour gas pipeline. At year end, construction of the project was complete and awaiting a third party tie-in, the project is expected to be placed into service in the first quarter of 2021.
Pembina's gas services business has approximately 35 customers, including independent producers as well as multinational oil and gas companies. Pembina processes customers' natural gas at Pembina's Cutbank Complex, Saturn Complex, Resthaven Facility, Duvernay Complex and Veresen Midstream facilities. The processed natural gas is delivered to the Enbridge Inc.'s T-North system in British Columbia, NOVA Gas Transmission Ltd.'s pipeline system and the Alliance Pipeline system. The NGL are delivered to Pembina's Peace Pipeline and Northern Pipeline systems. Customers' natural gas processed at SEEP is delivered to the TransGas system in Saskatchewan and the ethane is delivered to Pembina's Vantage Pipeline system.
Under the contractual arrangements with producers associated with the Cutbank Complex, Saturn Complex, Resthaven Facility, SEEP, Duvernay Complex, and Veresen Midstream assets, Pembina is largely protected from the impact of market fluctuations in the price of natural gas and NGL. The liquids handling, gathering and processing business is based on charging fees to customers on the volume of raw or processed gas that is gathered and/or processed through its facilities and the fees are largely based on a fixed-fee-for-service methodology and, in some instances, based on fixed return on invested capital. The fee-for-service contracts associated with the gas services business comprise a mixture of firm, take-or-pay and interruptible service contracts of varying durations. The contractual fee structure incorporates a capital fee based on functional unit usage, as well as provisions for the recovery of operating and overhead costs.
Pembina's net share of capacity at Younger and Empress are not under any third-party contracts and are used exclusively by Pembina's marketing business for proprietary volumes.
Duvernay I and associated Duvernay Field Hub connecting the Tony Creek and Fox Creek areas in Alberta are under 15 year agreements with large and diversified investment grade oil and gas producers supported by a combination of fee-for-service, fixed return and take-or-pay arrangements. The contracts expire in 2032.
Duvernay II, Duvernay III and Duvernay Sour Gas Treating Facilities are under a 20-year infrastructure development and service agreement with Chevron and KUFPEC, which includes an area of dedication in the liquids-rich Kaybob region of the Duvernay resource play near Fox Creek, Alberta. Under this agreement, and subject to Chevron and KUFPEC sanctioning development in the region, Chevron and KUFPEC have the right to require Pembina to construct, own and operate gas gathering pipelines and processing facilities, liquids stabilization facilities and other supporting infrastructure for the area of dedication, together with Pembina providing long-term service for Chevron and KUFPEC on its pipelines and fractionation facilities. Subject to Chevron and KUFPEC sanctioning development and regulatory approvals, the infrastructure developed over the term of the agreement has the potential to represent a multi-billion-dollar investment by Pembina. The Duvernay II, Duvernay III and Duvernay Sour Gas Treating Facilities are supported by 20-year contracts with a combination of fee-for-service, fixed-return and take-or-pay arrangements. The contracts expire between 2039 and 2040.
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In the region of the Dawson Assets, Veresen Midstream has entered into fee-for-service agreements with the CRP and Ovintiv, whereby the CRP has committed to use Veresen Midstream’s Dawson Assets on an exclusive basis for a 30-year term within an area of mutual interest. The contract expires in 2045.
In the Hythe/Steeprock area, Veresen Midstream has entered into a cost of service-agreement, including take-or-pay commitments, with Ovintiv for the majority of the current available capacity of these facilities over the duration of the services agreement. The contract expires in 2031. The Hythe Gas Plant expansion, expected to be placed into service in the first quarter of 2021 is fully supported by 10 and 15-year contracts with predominately take-or-pay arrangements.
Gas producers continued to focus their exploration and development on rich gas areas during 2020. Pembina's gas services expansions and new development plans continue to be focused in condensate and rich gas geographical areas, including the regional Montney and Duvernay areas.
Gas processing infrastructure requirements are largely driven by area profitability, which is impacted by commodity prices, and the gas producer's ability to access capital. In times where gas prices are relatively low and NGL prices are relatively high, producers are incentivized to extract as much NGL out of the raw gas stream as possible. During times when NGL prices are lower, producers may opt to leave more liquids entrenched within their raw gas. Pembina has the flexibility to offer facilities with varying degrees of liquids extraction capability to support customers in a variety of market conditions.
With its existing assets, Pembina is able to separate crude oil and condensate, process sweet and sour gas, extract NGL from the gas, transport the gas to Chicago and transport the liquids through its conventional pipelines to its CDH, ENT, Edmonton Terminals and fractionation complexes, where Pembina is able to market the products to end users. With its extensive operating experience and an integrated service offering along the crude, condensate, NGL and natural gas value chain, Pembina believes it is strongly positioned compared to other service providers to capture new business.
Pembina's gas services business is subject to competition from other gas processors, producer owned infrastructure and to a lesser degree, the Alliance Pipeline which is a high heat content gas egress option. These alternative options are either in the general vicinity of Pembina's facilities, or have gathering systems that extend, or could potentially extend, into areas served by these facilities. Going forward, the demand for additional processing infrastructure will be determined primarily by the rate at which the WCSB gas production grows. Pembina's competitive advantage stems from its integrated value chain, which allows gathering and processing facilities to become part of a well-head to market infrastructure solution, benefiting from seamless operational and commercial alignment.
NGL Services
Pembina's primary NGL services assets include the following:
The fractionation and storage facilities ("Redwater Complex"), which includes two 73 mbpd ethane-plus fractionators (being "RFS I" and "RFS II", respectively); a 55 mbpd propane-plus fractionator ("RFS III"); and 12.1 mmbbls of cavern storage located in Redwater, Alberta. The Redwater Complex purchases NGL mix from various natural gas and NGL producers and fractionates it into finished products for further distribution and sale. The Redwater Complex also processes NGL supply volumes from Pembina's Younger NGL extraction facility. Also located at the Redwater Complex are Pembina's truck and rail terminals with unit train capability, which service Pembina's proprietary and customer needs for importing and exporting NGL products.
The East NGL System ("East NGL System"), which includes:
20 mbpd of fractionation capacity and 1.2 mmbbls of cavern storage in Sarnia, Ontario as well as storage and terminalling assets/capacity at Kerrobert, Saskatchewan, Cromer, Manitoba, Superior, Wisconsin, and Lynchburg, Virginia;
6 mmbbls of hydrocarbon storage, truck and rail loading facilities at Corunna; and
An ethane storage facility, with capacity of 1.1 mmbbls, near Burstall, Saskatchewan.
The Prince Rupert Terminal (the "Prince Rupert Terminal"), a propane export terminal located on Watson Island, British Columbia on lands leased from a wholly-owned subsidiary of the City of Prince Rupert. The Prince Rupert Terminal is a small-scale rail terminal, moving propane from rail cars, to pressurized storage spheres, and ultimately to 'handysize'
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vessels destined for international markets. Currently under construction, the Prince Rupert Terminal is expected to have a capacity of approximately 25 mbpd and is expected to be in service in the first quarter of 2021.
As previously announced, in response to the COVID-19 pandemic, the resulting economic slowdown and decreased demand for crude oil, condensate and NGL, Pembina made the decision in March 2020 to defer some of its previously announced expansion projects, including the Prince Rupert Terminal Expansion ("Prince Rupert Terminal Expansion") which will increase the export capacity of the terminal. The expansion and its scope remain under evaluation.
The Vancouver Wharves ("Vancouver Wharves"), located in North Vancouver, B.C, is a 125-acre bulk marine terminal facility that in 2020 transferred over 4 million tons of bulk cargo and 4.7 mmbbl of liquids predominantly to offshore export markets. The Vancouver Wharves are operated under an operating lease and asset ownership agreement with the B.C. Railway Company and a corresponding water lot lease with Port Metro Vancouver. The terminal includes one million tons of bulk storage capacity, 250,000 barrels of distillate storage capacity, four berths, facilities that can house up to 325 rail cars and connectivity to three Class 1 rail companies.
The Vancouver Wharves Expansion ("Vancouver Wharves Expansion") will add 200,000 barrels of additional distillate storage and enhancements to the railcar unloading capabilities. The expansion is supported by a 20-year, take-or-pay contract and is expected to be placed into service in the second quarter of 2021.
A 50 percent interest in Fort Corp, which has 27,500 metric tonnes of ethylene storage near Fort Saskatchewan, Alberta.
Pembina's NGL service business provides a multitude of services for its customers. It is common practice for customers to sign up for more than one service with Pembina, including fractionation, storage, loading and off-loading.
At the Redwater Complex, Pembina provides NGL fractionation, storage and terminalling (loading and off-loading) services. NGL fractionation services at the Redwater Complex are provided under single or multi-year, predominately take-or-pay contracts.
Through its East NGL System, Pembina provides NGL fractionation, storage and terminalling (loading and off-loading) services primarily on an interruptible, fee-for-service basis, primarily to Pembina's Marketing & New Ventures Division.
Storage services are typically provided to customers under either a fee-for-service or fixed-return agreement with contract lengths ranging between one to 25 years. Terminalling (loading and off-loading) services are provided on a fee-for-service basis under contracts that range from one year to multi-year terms.
Pembina provides terminalling services for the Sturgeon Refinery which is operated by the Northwest Redwater Limited Partnership. The terminalling services are provided under a 30-year fixed-return agreement. The contract expires in 2047.
The Vancouver Wharves capacity is contracted under long-term, take-or-pay terminal service agreements. Some of Pembina's major long-term contracts at the Vancouver Wharves are extendible.
Pembina's NGL services business is subject to competition from other fractionators, truck terminals, and storage facilities which are either in the general vicinity of the facilities or have gathering systems that extend, or could potentially extend, into areas served by the facilities. Going forward, the demand for additional infrastructure will be determined primarily by the rate at which the WCSB hydrocarbon production grows. The Vancouver Wharves is subject to competition from significantly smaller distillates facilities in the area. There are various competitive grain terminal projects contemplated or underway that could increase competitive pressures on the Vancouver Wharves grain business. For mineral concentrates, the Vancouver Wharves enjoys a distinct advantage as it is one of only three facilities on the west coast of North America that is currently permitted to handle these commodities.
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Marketing & New Ventures Division
Overview
The Marketing & New Ventures Division strives to maximize the value of hydrocarbon liquids and natural gas originating in the basins where the Company operates. Pembina seeks to create new markets, and further enhance existing markets, to support both the Company's and its customers' overall business interests. In particular, Pembina seeks to identify opportunities to connect hydrocarbon production to new demand locations through the development of infrastructure. Pembina strives to increase producer netbacks and product demand to improve the overall competitiveness of the basins where the Company operates.

Marketing Activities
Within the Marketing & New Ventures Division, Pembina undertakes value-added commodity marketing activities including buying and selling products (natural gas, ethane, propane, butane, condensate and crude oil), 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, 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 value potential associated with Pembina's marketing business is dependent upon, among other things, Pembina's ability to: access connections to both downstream pipelines and end-use markets; understand the value of the commodities transported, stored and terminalled; provide flexibility and a variety of storage options; and adjust to a liquid, responsive, forward commodity market. Pembina actively monitors market conditions and commodity stream values and qualities to target revenue opportunities and service offerings. Pembina is also proactively working with upstream and downstream customers to develop value-added terminalling solutions and increase available optionality.
Financial and operational results in the marketing business are subject to commodity price fluctuations, product price differentials, location basis differentials, foreign exchange rates and volumes. The prices of products that are marketed by Pembina are subject to volatility as a result of these factors and other considerations including seasonal demand changes, weather conditions, general economic conditions, changes in crude oil, NGL and natural gas markets and other factors. See "Risk Factors – Risks Inherent in Pembina's Business – Commodity Price Risk".
Customers within Pembina's marketing business are generally those who produce, consume and/or market crude oil, NGL and natural gas, are downstream markets for those products, or are interested in ancillary services related to those products. Pembina's marketing business leverages the Company's integrated value chain, focusing on activities that complement the existing network of facilities and energy infrastructure across Pembina's asset base.
The contractual arrangements associated with Pembina's marketing business vary by service offering.
Aux Sable
Pembina's ownership interest in Aux Sable ("Aux Sable"), which includes Aux Sable Canada and Aux Sable U.S, is included in the Marketing & New Ventures Division, since the majority of cash flow from this asset is derived from commodity sales.
Aux Sable U.S. ("Aux Sable U.S.") is comprised of Aux Sable Liquids Products Inc., Aux Sable Liquid Products LP ("Aux Sable US LP") and Aux Sable Midstream LLC. Collectively Aux Sable U.S. is owned by Pembina (42.7 percent), indirectly by Enbridge Inc. (42.7 percent) and indirectly by Williams Partners (14.6 percent). The primary assets of Aux Sable U.S. include:
The Channahon Facility ("Channahon Facility"), located in Channahon, Illinois, about 80 km southwest of Chicago near the eastern terminus of the Alliance Pipeline. The Channahon Facility is capable of processing 2.1 bcf/d of natural gas and can produce approximately 131 mbpd of specification NGL products. All of the natural gas delivered via the Alliance Pipeline is processed at the Channahon Facility.
The Channahon Facility includes storage and rail facilities as well as NGL pipelines that connect the facility to various third-party terminals, refineries and petrochemical plants. The scale and geographic location of the Channahon Facility
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provides producers located in Western Canada and North Dakota with economic options for liquids rich gas takeaway and access to U.S. NGL markets, avoiding costly investments in field processing and transportation infrastructure.
The Palermo Conditioning Plant ("Palermo Conditioning Plant"), located near Palermo, North Dakota, a 80 MMcf/d plant, which receives gas from gathering systems servicing nearby Bakken shale oil and gas production areas and removes the heavier hydrocarbon compounds while leaving the majority of the natural gas liquids in the rich gas prior to shipping on the Alliance Pipeline via delivery on the Prairie Rose Pipeline.
The Prairie Rose Pipeline ("Prairie Rose Pipeline"), a 120 MMcf/d pipeline connecting the Palermo Conditioning Plant to the Alliance Pipeline.
Under transportation agreements with natural gas shippers on the Alliance Pipeline, Aux Sable LP has the right to extract NGL from all of the natural gas transported for the durations of the applicable agreements. Aux Sable has signed NGL value-sharing agreements with certain gas producers in Alberta, British Columbia and North Dakota.
Aux Sable US LP entered into an exclusive NGL sale agreement with an NGL marketer on December 31, 2005, pursuant to which Aux Sable LP sells a portion of its NGL production from the Channahon Facility to such counterparty. In return, Aux Sable US LP receives a fixed annual fee and percentage share of any net margin generated from the business in excess of specified thresholds. The NGL sales agreement has an initial term expiring March 31, 2026 and may be extended for subsequent 10-year terms.
Aux Sable Canada ("Aux Sable Canada") is comprised of Aux Sable Canada LP and Aux Sable Canada Ltd. Collectively Aux Sable Canada is owned by Pembina (50 percent) and indirectly by Enbridge Inc. (50 percent). The primary assets of Aux Sable Canada include:
The Heartland Offgas Plant ("HOP"), a 20 MMcf/d extraction plant located in Fort Saskatchewan, Alberta. HOP produces valuable products including hydrogen, ethane, and other natural gas liquids from a refinery offgas stream supplied from Shell’s Scotford Complex. The products are returned to Shell via pipeline.
The Septimus Pipeline ("Septimus Pipeline"), which is located in northeastern British Columbia and transports sweet, liquids rich gas from the Septimus and Wilder gas plants to the Alliance Pipeline, for downstream processing at Aux Sable U.S.'s Channahon Facility. The Septimus Pipeline is 100 percent owned by Aux Sable Canada and operated by a third-party and has a capacity of approximately 350 MMcf/d.
New Ventures
Pembina's Marketing & New Ventures Division includes development of new large-scale, or value chain extending projects, and currently include the projects listed below.
PDH/PP Facility
Pembina and its partner, Petrochemical Industries Company K.S.C. ("PIC"), continue to evaluate the integrated propane dehydration ("PDH") plant and polypropylene ("PP") upgrading facility, together (the "PDH/PP Facility") through their joint venture, Canada Kuwait Petrochemical Limited Partnership ("CKPC").
As a result of the significant risks arising from the ongoing COVID-19 pandemic, most notably with respect to costs under the lump sum contract for construction of the PDH plant, which remains under force majeure condition, CKPC suspended execution of the project indefinitely. As a result of the project suspension, Pembina incurred an impairment on its investment in CKPC during the fourth quarter of 2020.
Jordan Cove
The proposed Jordan Cove project is a world-scale LNG export facility, which would transport North American natural gas to world markets. The project is made up of two parts: an LNG terminal, with a planned design capacity of 7.8 million tonnes per annum and the Pacific Connector Gas Pipeline ("Pacific Connector Gas Pipeline") an approximately 400 km pipeline, which would transport natural gas from Malin, Oregon to an LNG terminal in Coos County, Oregon.
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In light of regulatory and political uncertainty that intensified in the second half of 2020, Pembina incurred an impairment on Jordan Cove in the fourth quarter of 2020.

On January 19, 2021, the FERC denied a petition on Jordan Cove for a declaratory order that the Oregon Department of Environmental Quality waived its authority to issue a water quality certification pursuant to Section 401 of the Clean Water Act for failure to act within the statutorily-mandated period.

On February 8, 2021, the United States Secretary of Commerce for Oceans and Atmosphere upheld the Oregon Department of Land Conservation and Development's objection to the Jordan Cove certification of consistency under the Coastal Zone Management Act, denying Pembina's appeal on the matter.

Seasonality
Pembina's businesses are affected by seasonality in the following ways:
Construction and operational maintenance activities may vary seasonally. Site access and ground conditions can be impacted by spring melting and, as a result, Pembina typically experiences higher pipeline maintenance and integrity spending in the first and fourth quarters of the year. Labour productivity may be negatively impacted by seasonal weather conditions including extreme temperatures in the winter.
Conventional feeder pipelines and gathering systems generally experience lower volumes during the spring months as a result of reduced drilling primarily due to weight restrictions on roads, producers conducting maintenance on their batteries and gas plant turnarounds. The magnitude and duration of road weight restrictions are dependent upon spring weather conditions. Many battery operators also perform maintenance work on production facilities during the spring months. Road restrictions and battery maintenance can also impact gathering pipeline receipts during the fall months, although the impact on throughput is generally less pronounced than during the spring months. Similar seasonality impacts are experienced upstream of the pipelines at Pembina's gas processing facilities.
Volumes transported on the Alliance Pipeline or volumes processed at gas processing facilities are generally higher during winter months as gas compression is more efficient in cold weather and there is, therefore, increased availability to flow interruptible volumes in the winter months, subject to customer demand for the service.
The financial performance of Pembina's marketing business can be affected by seasonal demands for products and other market factors. Propane inventory generally builds over the second and third quarters of the year and is sold in the fourth quarter and the first quarter of the following year during the winter heating season. Condensate, butane and ethane are generally sold rateably throughout the year. See "Risk Factors – Risks Inherent in Pembina's Business – Commodity Price Risk".
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OTHER INFORMATION RELATING TO PEMBINA'S BUSINESS
Operating Management System
Pembina is committed to operational excellence and one of the ways in which the Company delivers this is through its Operating Management System ("OMS"). Pembina's OMS provides a consistent framework for the design, development, and implementation of a comprehensive suite of policies, programs, procedures, standards and tools that guide, govern and drive operating activities. The Pembina OMS also supports cyclical planning, implementation, review, and adjustment of operational activities. Pembina's OMS anticipates, prevents, manages and mitigates conditions that may adversely affect the safety and security of Pembina’s employees, the public, the environment, and the Company's infrastructure assets while complying with government regulations. The Company's OMS aligns Pembina with industry best practices and standards.
Pembina's OMS is comprised of a number of individual programs intended to drive safety, reliability, efficiency, cost-effectiveness and the continuous improvement of the Company's operational performance. The programs are outlined below.
OMSCHARTA02A.JPG
Operational improvements, findings and industry changes are assessed, risked and prioritized, with corrective and preventative actions identified and implemented. These actions are underpinned by goals and objectives with delivery monitored against targets through assurance and management reviews. OMS is maturing over time through regularly scheduled OMS working group activities and oversight by the OMS Steering Committee. Any necessary modifications to the OMS are implemented through Pembina's management of change framework. By implementing OMS in support of a strong safety culture, Pembina's projects are designed, constructed, operated and decommissioned or abandoned in a manner that considers the safety and security of the public, Pembina personnel and physical assets, and the protection of property and the environment. Each of the OMS programs is described more fully in the sections below.
Integrity Management
Pembina employs comprehensive asset integrity management programs and dedicates a significant portion of its annual operating budget directly to integrity management activities. Pembina's integrity management programs include the systems, processes, analysis and documentation designed to ensure proactive and transparent management of its pipeline systems and facilities, in compliance with applicable standards and regulations.
Pembina's asset integrity management programs are designed to achieve enhanced safety, reliability and longevity through the entire asset lifecycle. They incorporate industry best practices and are designed to meet or exceed regulatory requirements with the goal of achieving enhanced safety, reliability and longevity of the Company's assets.
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Integrity management begins at the engineering and design phase. Pembina has a robust set of engineering and design specifications to ensure learnings and best practices are captured and consistently applied to future projects. At the early stages of building a new pipeline, Pembina ensures that pipeline routes are chosen to avoid geologically unstable or high consequence areas and to minimize environmental impact. To further mitigate the risk and impact of an incident, Pembina designs its pipelines so they can be safely shut down and segments can be isolated by installing block valves at strategic intervals along the system. Where appropriate, Pembina takes extra safety precautions, such as increasing pipe wall thickness or depth-of-cover, to help mitigate risks. In addition, when it comes to choosing materials for new construction, Pembina uses steel pipe and other products that have been manufactured to meet the highest quality standards and specifications. As part of the design of facilities, impacts to existing infrastructure are identified and mitigation measures established as part of the Process Hazard Assessment process. The outcome is that lifecycle costs are minimized, while assuring safe, reliable and compliant operation.
Proactive pipeline integrity management activities extend into operations through programs, including right-of-way patrols and public awareness to reduce the likelihood of third-party damage, system-specific hazard evaluations and risk assessments, geotechnical programs to manage slope instability and river crossings, the use of specific chemicals to reduce the likelihood of internal corrosion from impurities and bacteria in the oil, cathodic protection to mitigate the possible growth of external corrosion, training and competency management programs for staff and contractors, and enhanced emergency response procedures and training exercises.
Pembina plans and executes scheduled turnarounds and outages at its gas processing, fractionation and pipeline facilities to complete required maintenance and inspection of pressure equipment, tanks, piping and pressure relieving devices. By using data collected through Pembina's facility integrity program, the Company can provide cost-effective, safe and reliable operation of its facilities – to the benefit of Pembina's customers and Shareholders.
Emergency Management Program
Pembina is committed to being ready to safely and effectively respond to emergency situations related to or impacting the Company's operations. As part of Pembina's emergency preparedness, the Company conducts regular staff emergency exercises and ensures local emergency responders (police, fire/EMS, disaster services, and others) are provided with key information to facilitate their response to potential emergency situations.
Pembina maintains inventories of specially-designed emergency response equipment for deployment, strategically located near Pembina's operations. Additionally, as a member of the Western Canadian Spill Services Co-op, the Canadian Energy Pipeline Association Mutual Aid Plan and Emergency Response Assistance Canada, Pembina has access to emergency response equipment and participates in emergency response exercises with other industry members.
Security Management Program
Pembina's Security Management Program ("SMP") is the foundation for corporate security and cyber security management. This enables Pembina to conduct its activities and operations in a manner consistent with Pembina's commitment to protecting people, the environment and property. The SMP establishes requirements for development, implementation, maintenance, and evaluation process of security management activities. The SMP is based on established management system models with the objective of utilizing a structured system that enables ongoing review and continual improvement of security management performance and related processes. Continual improvement is part of Pembina's SMP with goals, objectives and targets established on an annual basis. The SMP includes documentation that describes Pembina’s processes to: 
Identify relevant security management, legal and regulatory requirements, as well as manage and communicate changes in these requirements;  
Identify and assess security vulnerabilities, threats, hazards and risks associated with Pembina's activities for the purpose of establishing appropriate security mitigation measures, preparedness and response; and 
Establish and track progress on achieving security management goals, objectives and targets.
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Pipeline Control Management Program and Information and Communication Systems
Pembina has a Pipeline Control Management Program in place to ensure that the Company's pipeline systems are operated safely and reliably. As part of the Pipeline Control Management Program, Pembina employs modern supervisory control and data acquisition ("SCADA") SCADA technology on the majority of its pipeline systems. The SCADA systems allow for continuous electronic monitoring and control of the pipeline systems from dedicated computer consoles located in Pembina's control centre in Sherwood Park, Alberta. Operators monitor the computer consoles 24 hours per day, 365 days per year. The SCADA systems and associated leak detection software continually monitor pipeline flow and operating conditions. Line balance calculations are performed automatically by the system and alarms are triggered when imbalances are detected. When imbalance alarms are triggered, trained control centre operators investigate the alarm or shut down the pipeline in accordance with Pembina's Segment Imbalance Response Protocol.
Safety Program
Pembina has a Safety Program in place which is aligned with the HSE Policy and other programs that form Pembina's OMS. It employs a systematic approach comprised of principles, standards, procedures, guidelines, and other supporting documents.
To enhance improvement company-wide, Pembina has established a corporate incident review panel ("IRP") and an Executive Safety Committee. The IRP meets six times a year and consists of operations, engineering and safety leaders as well as business and service unit vice presidents. The IRP is focused on analyzing and understanding the causes of incidents and determining and completing resulting action plans to eliminate re-occurrence and ensuring that learnings are fully communicated and implemented on a corporate-wide basis.
Pembina holds a Certification of Recognition designation which is awarded annually by the Alberta government to employers who have health and safety programs that meet established government standards.
Pembina uses ISNetworld, a program that aggregates and discloses the safety track record of service providers, to manage contractor pre-qualifications, orientations and compliance as part of the procurement process. The Construction Supervisor Onboarding Program and Contract Safety Representative Onboarding Process are in place to ensure contractors in these roles are provided with a consistent and standardized approach to Pembina’s policies and safety culture, and gain a clear understanding of their specific role.
Environmental Matters and Environmental Stewardship
Pembina's assets are subject to environmental regulation. The Company must comply with applicable federal, provincial, state and local laws and regulations in Canada and the U.S. Such laws and regulations govern, among other things, construction, operating and maintenance standards, management and control of emissions and waste discharge and protection of aquatic and terrestrial wildlife and habitat. Management expects that Pembina's facilities and operations meet or exceed those requirements. Pembina participates in the following applicable regulated emission reporting programs: Canadian Greenhouse Gas Emissions Reporting Program, Canadian National Pollutant Release Inventory Reporting, Alberta Specified Gas Reporting Regulation, British Columbia Greenhouse Gas Emission Reporting Regulation, Alberta Technology, Innovation and Emission Reduction Regulation, Saskatchewan Management and Reduction of Greenhouse Gases (Reporting) Regulation, and US Environmental Protection Agency Greenhouse Gas Report, as well as other provincial and state air quality reporting requirements under asset specific conditions of approval.
To confirm regulatory compliance and conformance with Pembina's internal environmental standards, Pembina has implemented an Environmental Management Program, which includes a planned environmental audit program. As part of this program, regularly scheduled third-party environmental compliance audits are conducted at various facilities within a selected business unit each year. The Environmental Management Program is designed so that assets within each business unit are audited at least once every five years.
Pembina's focus on integrity management and safe operations continues to result in low incident frequency and minimal environmental impact. Each year, to manage environmental liability, Pembina invests in the remediation and reclamation of pre-existing spill sites, thereby reducing Pembina's environmental liabilities. In addition to the environmental expenses associated with its operations, Pembina also invests in environmental assessment, planning, permitting and post-construction monitoring associated with the Company's capital projects.
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With increasing focus on lower carbon intensive energy sources, Pembina is committed to reducing the GHG emission intensity of each of its businesses. Pembina's 2020 Sustainability Report details Pembina's environmental performance and commitment to continuous improvement, transparency and engagement as it continues to further integrate sustainable business practices throughout the Company. The 2020 Sustainability Report is available at www.pembina.com.
In 2021, Pembina will develop specific GHG emissions intensity reduction targets, incorporate ESG metrics into at-risk incentive compensation metrics, including into Pembina's short, medium and long term incentive plans, and develop strategies to address the energy transition.
Damage Prevention and Public Awareness Programs
Working safely around pipelines and preventing damage to Pembina owned and operated pipelines, facilities and associated infrastructure is in the best interest of all of Pembina's stakeholders. Pipeline infrastructure is often buried underground and, as a result, preventing pipeline damage depends on operators, the public and stakeholders working together to be aware of the dangers and taking appropriate actions to prevent the risk of damage. Pembina's Damage Prevention and Public Awareness Programs are dedicated to worker safety, public safety, protection of the environment and the preservation of the integrity of the Company's infrastructure. These programs have been developed to meet the regulatory requirements for Damage Prevention and Awareness Programs in the areas Pembina operates.
Pembina is committed to establishing meaningful and open communications with those who live and work around the Company's underground infrastructure to increase the awareness of the presence of Pembina's underground infrastructure and their requirements for how to work safely in the vicinity of the Company's pipelines.
Pipeline Rights-of-Way and Land Tenure
Pembina's real property interests fall into two basic categories of ownership: (i) a number of locations, including many pumping stations and terminal and storage facilities, which are owned in fee simple; and (ii) the majority of locations which are covered by leases, easements, rights-of-way, permits or licences from landowners or governmental authorities permitting the use of such land for the construction and operation of a pipeline.
Operations and Maintenance – Operator Qualification and Preventative Maintenance Management Programs
Pembina's SAP-based preventative maintenance management tool ("PMM") was completed in 2018. The objective of PMM is to ensure safe, consistent and efficient asset management. PMM is a key component of Pembina's OMS and a driver of safe and efficient asset management and operation.
Pembina's Operator Qualification Program for the United States operations of the Vantage Pipeline, West Spur Lateral, Cochin pipeline and Aux Sable assets is in place to ensure that Pembina's Operators and Technicians are trained and qualified to perform their duties safely.
Regulatory Financial Program and Industry Regulation
The Regulatory Financial Program ("RF Program") is used to provide strategic direction, leadership and oversight of financial operational regulatory compliance at Pembina. The purpose of the RF Program is to develop, implement and maintain financial operational regulatory processes, procedures and practices in accordance with regulatory requirements. Currently, the RF Program is applicable to the CER and FERC regulated pipelines Pembina owns and operates.
Pembina's pipelines and related emissions are regulated by various regulatory bodies, including, but not limited to, the AER, AUC, AEP, BCUC, BCOGC, B.C. Ministry of the Environment and Climate Change Strategy, B.C. Ministry of Finance, Saskatchewan Ministry of Energy and Resources, CER, ECCC, PHMSA and the FERC.
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AER and AUC

The AER regulates the construction, operation, discontinuation and abandonment of non-utility pipelines and associated installations in Alberta pursuant to the
Pipeline Act and the Responsible Energy Development Act. A licence from the AER is necessary to construct and operate a pipeline and associated installations. The AER may impose any conditions on such a licence. When making decisions on these kinds of regulatory matters, the AER must consider the social and economic effects of the proposed activities, effects on the environment, and potential impacts on landowners. Indigenous consultation, environmental, and water protection regulations are also administered or considered by the AER.
With respect to toll-regulation in Alberta, once a licence to construct a pipeline is issued by the AER, subject to regulatory intervention, the pipeline is free to establish tolls in a competitive market environment. Tolls are established under contracts of varying terms and conditions and are also posted by location for non-firm (interruptible) service. Posted tolls which are applied to non-firm volumes can generally be adjusted to respond to changing volumes, costs and market circumstances. Contracted tolls on firm contracts can also be adjusted, where permitted by the terms of the contract, for such things as changes in the consumer price index, changes in power costs, extraordinary natural events that impact pipeline integrity and changes to regulations associated with pipelines. For common carriers, pipeline customers have recourse to the AER, with respect to pipeline access and discrimination among customers, and to the AUC with respect to tariff matters, on a complaint basis.

Pembina is subject to regulation by the AER under the Licensee Liability Rating Program and the Large Facility Liability Management Program. The programs require that Pembina submit site specific liability assessments (decommissioning and reclamation estimates) for select facilities to the AER and provide a measure to ensure that Pembina has the financial ability to complete required asset retirement activities.
The AER also regulates, in conjunction with AEP, airborne emissions from energy resource activities including oil and gas pipelines. The AER’s authority includes regulation of methane emissions in the upstream oil and gas sector, pursuant to the Methane Emission Reduction Regulation and Directives 060 and 017.
AEP
Comprehensive GHG emissions regulations for industrial facilities in Alberta, including oil and gas facilities, are administered by AEP, under the Technology Innovation and Emissions Reduction Regulation.
BCOGC
The construction, operation and abandonment of non-utility oil and gas pipelines and associated installations and facilities in B.C. is regulated by the BCOGC pursuant to the Oil and Gas Activities Act. A permit from the BCOGC is required to construct or operate a pipeline or associated installations or facilities. The BCOGC may impose any conditions it considers necessary on such a permit. Decisions by the BCOGC must, among other things, provide for the sound development of the oil and gas sector by fostering a healthy environment, a sound economy and social well-being; and ensure safe and efficient practices. The BCOGC also has a mandate to encourage the participation of Indigenous peoples in regulatory processes affecting them.
The BCOGC administers methane emissions regulations in B.C., under the Drilling and Production Regulation and the Oil and Gas Activities Act, which address methane emissions in the upstream oil and gas sector.
BCUC

The tolls on certain B.C. pipelines are rate-regulated by the BCUC. The BCUC approves tolls that may be charged by common carriers and regulates other tolls on a complaint basis.

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B.C. Ministry of Environment
The B.C. Ministry of the Environment administers regulations pertaining to ongoing monitoring and management of air contaminants under the Environmental Management Act.
B.C. Ministry of Finance
The Consumer Tax Branch of the B.C. Ministry of Finance administers the B.C. carbon tax, under the Carbon Tax Act, which is the province's primary form of regulation of greenhouse gas emissions.
Saskatchewan Ministry of Energy and Resources
The Saskatchewan Ministry of Energy and Resources regulates airborne emissions from oil and gas facilities in Saskatchewan, including administering the province's methane emissions regulations under the Oil and Gas Emissions Management Regulations.
CER
On August 28, 2019, the Canadian Energy Regulator Act (the "CER Act") came into force, repealing the National Energy Board Act ("NEB Act") and creating the CER. Overall, the CER Act parallels the previous regulatory regime under the NEB Act in several areas, including: pipeline construction and operation; pipeline traffic, tolls and tariffs; authorizations for the export of oil and gas; liabilities for unintended or uncontrolled releases; and the pipeline company's financial requirements. Significant changes to the regulatory regime include establishing the CER to replace the NEB, broader "public interest" considerations prior to making a recommendation to the Minister on an application for a pipeline certificate and increased Indigenous participation.
Interprovincial or international pipelines fall under the CER's jurisdiction. A certificate under the CER Act is required for the construction and operation of such interprovincial or international pipelines. CER Act certificates may be subject to any conditions which are necessary or in the "public interest". Interprovincial and international pipelines may also be subject to impact assessment under the Impact Assessment Act as part of the certificate process.
Under the CER Act and regulations, companies who own and/or operate CER-regulated pipelines are divided into two groups for regulation of tolls and tariffs. Group 1 consists of the major pipeline companies which are subject to enhanced regulatory oversight by the CER. The other pipeline companies under the jurisdiction of the CER, not included in Group 1, have been classified as Group 2. The Canadian segments of the Alliance Pipeline and the Cochin Pipeline are classified as Group 1. Pembina's other CER pipelines are classified as Group 2 by the CER. For these Group 2 pipeline systems, if no complaint is filed, the CER may presume that the filed tariffs are just and reasonable. The Northwest Pipeline, the Taylor to Belloy Pipeline, the Pouce Coupé Pipeline and the Pouce Coupé Lateral, all licensed by Pembina's wholly-owned subsidiary Pouce Coupé Pipe Line Ltd., are regulated by the CER. Pembina's Taylor to Boundary Lake Pipeline, which is owned by Pembina Energy Services Inc., Pembina's Vantage Pipeline, which is owned by Pembina Prairie Facilities Ltd., and Pembina's Empress Pipeline, which is owned by Veresen NGL Pipeline Inc., all wholly-owned subsidiaries of Pembina, are also regulated by the CER. The four pipelines collectively referred to as the Tupper Pipelines, licensed by Veresen Energy Pipeline Inc., and 42 percent owned by Pembina, are also regulated by the CER. The Kerrobert pipeline is regulated by the CER but is not operated by Pembina.
Pembina is required to maintain a minimum of $941 million in financial resources to meet the absolute liability limit requirements in the Pipeline Safety Act. The CER requires the Company to maintain these financial resources and readily accessible funds in specific types of financial instruments.
ECCC
ECCC is responsible for administering the federal GHG pricing regulations under the Greenhouse Gas Pollution Pricing Act and other federal GHG emissions reduction regulations, including methane emissions regulations applicable outside British Columbia, Alberta and Saskatchewan under the Regulations Respecting Reduction in the Release of Methane and Certain Volatile Organic Compounds (Upstream Oil and Gas Sector). ECCC is also responsible for international agreements on airborne emissions.
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FERC
The FERC is an independent U.S. agency that regulates, as relevant to Pembina, interstate natural gas pipelines, and the transportation in interstate commerce of liquid hydrocarbons (crude oil, refined products, and NGL).
The Ruby Pipeline, and the U.S. segments of the Alliance Pipeline are interstate natural gas pipelines subject to FERC jurisdiction under the NGA. FERC jurisdiction under the NGA extends to virtually all commercial aspects of an interstate natural gas pipeline’s business, including rates and charges, construction of new facilities, extension or abandonment of service and facilities, accounts and records, depreciation and amortization policies, the acquisition and disposition of facilities, the initiation and discontinuation of services, affiliate relationships and certain other matters. A certificate of public convenience and necessity from the FERC is necessary to construct and operate an interstate natural gas pipeline. A key regulatory principle underlying the FERC's jurisdiction is non-discrimination, such that interstate natural gas pipeline companies are prohibited from granting any undue preference to any person, unduly discriminating against or in favor of any person or maintaining any unreasonable difference in rates or terms and conditions of service.
In general, rates charged by interstate natural gas pipeline companies may not exceed the statutory "just and reasonable" or "recourse" rates approved by the FERC; however, under the FERC's current policies, a pipeline may obtain approval to charge negotiated rates which differ from the FERC regulated "recourse" rate. The FERC approved Alliance U.S.'s proposal to offer shippers both negotiated and "recourse" rate options. Accordingly, Alliance U.S.'s existing tariff contains both negotiated and "recourse" rates. Rate options in respect of Ruby Pipeline are negotiated by Kinder Morgan, as operator.
The U.S. segments of the Vantage Pipeline and Cochin Pipeline are subject to the FERC's jurisdiction under the ICA. Unlike FERC's NGA jurisdiction, FERC's jurisdiction over liquids pipelines pursuant to the ICA is significantly more limited. FERC does not have jurisdiction over the construction, extension or abandonment of pipelines transporting liquids in interstate commerce. FERC's jurisdiction over pipelines transporting crude oil, NGL or refined products in interstate commerce is limited to the rates, terms and conditions of service provided. As with interstate natural gas pipeline regulatory, a key regulatory principle underlying FERC's ICA jurisdiction is non-discrimination, such that pipelines providing transportation of oil, natural gas liquids or refined products in interstate commerce are prohibited from granting any undue preference to any person, unduly discriminating against or in favor of any person or maintaining any unreasonable difference in rates or terms and conditions of service.

See "Risk Factors – Risks Inherent in Pembina's Business – Abandonment Costs", "Risk Factors – Risks Inherent to Pembina's Business – Environmental Costs and Liabilities" and "Risk Factors – Risks Inherent to Pembina's Business – Regulation and Legislation".

PHMSA
The PHMSA oversees the safe operation and maintenance of interstate oil and gas pipelines under 49 CFR Part 190 – Pipeline Safety Enforcement and Regulatory Procedures. The PHMSA's regulation and enforcement programs are designed to ensure that such pipelines are operated safely, reliably, and in an environmentally sound manner. These programs are inspection and investigation based and not permit based.
Corporate Governance
Pembina maintains corporate governance and ethical practices, both within the corporate boardroom and throughout its operations, in line with its commitment to being a responsible corporate citizen. Pembina's corporate governance practices aim to:
Enhance and preserve value;
Protect dividends;
Operate in a safe, reliable and environmentally responsible way in the communities in which it operates;
Emphasize employee engagement, inclusion and well-being in a safe, respectful, collaborative and fair work environment; and
Ensure Pembina meets its obligations to all regulatory bodies, business partners, customers, stakeholders, employees and Shareholders.
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(See "Description of Pembina's Business and Operations – Purpose of Pembina")
As a public company listed on the TSX and the NYSE, Pembina takes into account rules and regulations applicable to listed issuers in both Canada and the U.S. Pembina's corporate governance practices comply with the Canadian governance guidelines, which include the governance rules of the TSX and the Canadian Securities Administrators, including:
National Instrument 52-110 Audit Committees;
National Policy 58-201 Corporate Governance Guidelines; and
National Instrument 58-101 Disclosure of Corporate Governance Practices.
Pembina's governance practices comply with the NYSE standards for U.S. companies in all significant respects, except as summarized on Pembina's website at www.pembina.com. As a non-U.S. company, Pembina is not required to comply with most of the governance listing standards of the NYSE. As a foreign private issuer, however, Pembina must disclose how its governance practices differ from those followed by U.S. companies that are subject to the NYSE standards.
Pembina also complies with the governance listing standards of the NYSE and the governance rules of the SEC that apply to foreign private issuers.
Some of Pembina's best practices are derived from the NYSE rules and comply with applicable rules adopted by the SEC to meet the requirements of the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act.
The Board of Directors overseas Pembina's corporate stewardship. The Board recognizes the importance of ESG issues and fulfills its mandated duties directly and by delegating the following ESG related responsibilities to its four standing committees.
Committee ESG Related Responsibilities
Audit Committee
Maintains oversight of the integrity of Pembina's financial statements, the reporting process, and the internal audit function.
Human Resources, Health and Compensation Committee
Provides oversight over Pembina's approach to director compensation, employee health and wellness, employee compensation, executive performance and compensation, executive succession planning and corporate inclusion and diversity.
Focuses on sustainability by including ESG metrics in incentive plan design and compensation decisions for executives.
Governance, Nominating and Corporate Social Responsibility Committee
Responsible for Pembina's corporate governance practices.
Oversees sustainability matters; including sustainable development, public awareness and consultation, issues management, environmental stewardship, external communications and government relations, Indigenous relations, community investments and human rights.
Oversees the development of Pembina's sustainability report and engages external advisors to provide education and information on ESG matters and to bring an independent perspective to their work.
Safety and Environment Committee
Oversees development, implementation and monitoring of risks and policies related to safety, asset integrity, and corporate security, as well as environmental management.

Further information about Pembina's corporate governance practices will be included in Pembina's management information circular for its 2021 meeting of Shareholders. In addition, copies of Pembina's Code of Ethics, Whistleblower Policy and other corporate governance policies can be found on Pembina's website at www.pembina.com.
Corporate Governance Policies
Pembina's governance framework includes corporate policies that align with Pembina's strategy and purpose (see "Description of Pembina's Business and Operations – Pembina's Business Objective"), comply with the laws and regulations applicable to Pembina's business and adhere to best practices in the industry. Pembina's corporate policies reflect Pembina’s core values and beliefs, which in turn influence the OMS and associated programs.
Certain of Pembina's policies are aimed at preserving a positive relationship with the physical and social environment in which Pembina operates. These policies are outlined below.
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Board Diversity Policy
The Board recognizes that diversity among its directors supports balance and debate which, in turn, enhances decision making by the Board and foster Pembina’s commitment to delivering benefits to its four key stakeholder groups – customers, investors, employees and communities – by utilizing the difference in perspective of the members of the Board. Under the policy, the Board considers candidates to the Board based on merit with regard to the benefits of diversity on the Board, and with a view to the following specific diversity targets: (i) a Board composition in which each of the female and male genders comprises at least 30 percent of the independent directors on the Board; and (ii) a Board composition in which at least 40 percent of the independent directors be individuals that are women, persons with disabilities, Indigenous peoples, or members of other racial, ethnic and/or visible minorities.
Health, Safety and Environment ("HSE") Policy
Health, safety and the environment are top priorities in all of Pembina's operations and business activities. Pembina is committed to being an industry leader that meets or exceeds all applicable laws and regulations designed to protect the health and safety of workers and the public, and safeguard the environment affected by its activities. Pembina is also committed to improving its HSE performance. These areas are of paramount importance to management, employees and contractors at the Company. Pembina believes that excellence in HSE practices is essential to the well-being of the Company.
The Safety and Environment Committee of the Board of Directors monitors compliance with the HSE Policy through regular reporting.
Enterprise Risk Management Policy
This policy sets out the Company's enterprise risk management principles and specifies expectations associated with Pembina’s risk management activities and governance. Enterprise risk management consists of practices and procedures applied across the Company to identify, measure, assess, respond to, monitor and report on principal risks that may affect the achievement of business objectives.
Code of Ethics
Pembina's reputation is one of its most important assets. The purpose of the Code of Ethics is to establish a high standard of integrity and ethical behaviour to support Pembina's reputation and its relationships with its internal and external stakeholders. All personnel are expected to comply with the Code of Ethics at all times. The Code of Ethics sets out principles for ethical conduct in the following areas: conflicts of interest; human rights; business relationships and fair dealing; compliance with the law; government relations; health, safety and environmental matters; integrity of financial information; disclosure and insider trading; stakeholder and public relations; privacy and confidentiality; protecting the Company's assets and records; entertainment, gifts and other payments; workplace environment and relationships; and reporting responsibilities and procedures.
Alcohol and Drug Policies
As part of Pembina's commitment to its employees, contractors and the public, Pembina has comprehensive alcohol and drug policies in place which require that all personnel remain fit for work while on duty or on call. These policies form a part of Pembina's approach to risk mitigation and safety and supports the HSE Policy. Pembina has also implemented an alcohol and drug policy for Department of Transportation workers as required under applicable United States' laws.
Indigenous Relations Policy
As part of Pembina's approach to Indigenous relations, Pembina seeks to enter into lasting and mutually-beneficial relationships with all Indigenous peoples affected by its operations. By striving for positive and mutually-beneficial relationships with Indigenous leadership and communities, Pembina employees, consultants and contractors will help build continued success for Pembina's existing and expanding systems and other businesses.
Whistleblower Policy
Pembina is committed to high standards of professional and ethical conduct in all activities. Pembina's reputation for honesty and integrity among its stakeholders is key to the success of its business. The transparency, honesty, integrity and
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accountability of Pembina's financial, administrative and management practices are vital. These high standards guide the decisions of the Board of Directors and are relied upon by Pembina's stakeholders and the financial markets.
For these reasons, it is critical to maintain a workplace where concerns regarding questionable business practices can be raised without fear of discrimination, retaliation or harassment. Pembina also believes that encouraging a culture of openness and ethical leadership from management supports this process. As such, Pembina's Whistleblower Policy encourages directors, officers, employees, consultants, contractors, agents and external stakeholders to act responsibly, raise concerns and report any potential instances of unethical practices within Pembina, rather than overlooking a problem or seeking a resolution of the problem outside Pembina. In addition to raising concerns directly with Pembina management, individuals may report concerns anonymously and on a confidential basis to the chair of the Audit Committee of the Board of Directors or through Pembina's whistleblower line, which is available 24 hours a day, seven days a week both online and through a toll-free number. Complaints received by Pembina under its Whistleblower Policy are thoroughly investigated.
Corporate Security Policy and Security Management Policy
Pembina is committed to protecting the safety of its workers, the public, and to safeguarding Pembina's facilities, physical infrastructure, and physical property. These areas are of paramount importance to management, employees and contractors at the Company. Pembina believes that excellence in security management is essential to the well-being of the Company. As such, Pembina is committed to identifying security risks and establishing appropriate programs and procedures to reduce these risks to an acceptable level, and to testing these programs and procedures to assess their effectiveness on a regular basis.
Cyber Security Policy
Pembina is committed to protecting the confidentiality, integrity and availability of its information assets. These areas are of paramount importance to management, employees and contractors at the Company. Pembina believes that excellence in security management of its information assets is essential to the well-being of the Company. As such, Pembina is committed to identifying security risks and establishing appropriate programs and procedures, including the Enterprise Cyber Security Plan, to reduce these risks to an acceptable level, and to testing these programs and procedures to assess their effectiveness on a regular basis.
Privacy Policy
Pembina is committed to maintaining the accuracy, confidentiality and security of personal information in accordance with applicable privacy laws. Protection of personal information is of paramount importance to management, employees and contractors at the Company. As such, Pembina is committed to setting out the manner in which Pembina collects, uses, discloses, protects and otherwise manages personal information.
Respectful Workplace Policy (Canada)/Policy Prohibiting Harassment and Discrimination (United States)
Pembina is committed to providing a respectful workplace in which all people are treated with respect and dignity. The safety and well-being of everyone working for or in connection with Pembina is a priority. Harassment, discrimination and violence in the workplace will not be tolerated in any form. These policies establish clear standards and expectations for all staff to prevent and protect individuals from workplace harassment, discrimination and violence.
Social, Community and Indigenous Engagement
Community Relations
Pembina is committed to building long-term relationships based on mutual trust with communities as a top priority and to further this goal, Pembina strives to understand regional issues in order to help anticipate and manage the social and economic impacts of the Company's operations on local communities.
Pembina has developed community engagement district area plans (the "CEDA Plans") for Pembina's operating areas. The purpose of these plans is to support both operational engagement needs, as well as commitments made as part of the Canadian Energy Pipeline Association's Integrity First Program and other regulatory programs and objectives, such as Pembina's Emergency Management Program and Damage Prevention and Public Awareness Program. See "Other Information
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Relating to Pembina's Business – Damage Prevention and Public Awareness Programs" and "Other Information Relating to Pembina's Business – Emergency Management Program".
The purpose and goals of the CEDA Plans are to:
Foster a strategic, consistent and coordinated approach to long-term stakeholder and Indigenous operational engagement;
Provide a governance structure that outlines roles, responsibilities and accountabilities;
Identify and map stakeholders and Indigenous peoples where Pembina operates and that may influence Pembina's business;
Identify potential risks and opportunities that help inform engagement strategies; and
Increase trust and performance with local and regional stakeholders and Indigenous communities.
The feedback and input Pembina receives from communities influences where the Company installs its assets, what steps Pembina takes to minimize disruptions to the environment, what local labour and businesses the Company may use, and how Pembina can make a positive impact through Pembina's community investment program.
Indigenous Relations
Pembina recognizes that in order to achieve its business goals, the Company needs to work closely with communities across its operations, including Indigenous communities.
Pembina's guiding principles on its engagement with Indigenous communities are set out in Pembina's Indigenous Relations Policy. See "Other Information Relating to Pembina's Business – Corporate Governance – Corporate Governance Policies".
Pembina's projects may take place on lands where Indigenous communities may have rights and title. Pembina strives to engage in meaningful consultation to understand potential impacts, seek mitigations, discuss possible benefits associated with the Company's proposed developments, and ensure better planned, executed and remediated projects. Pembina's engagement and consultation often exceed regulatory requirements and can take a variety of forms, such as personal meetings, desktop reviews, and site visits. Indigenous communities also have a unique understanding of the environment; Pembina works with Indigenous communities to understand their perspectives and, where possible, incorporates these perspectives into the Company's day-to-day business. Pembina is actively working to create awareness amongst Indigenous communities regarding environmental requirements and programs associated with its projects.
Pembina strives to contribute to the economic well-being of the Indigenous communities in which it operates by employing and training members of such communities and procuring project inputs from Indigenous suppliers.
Through the Indigenous Workforce Initiative, Pembina works with communities, organizations and government partners to actively recruit Indigenous candidates and assist them in preparing for long-term employment and career positions. Pembina coordinates training program goals and provide support towards overcoming barriers Indigenous candidates may face when entering the competitive job market. Through Pembina's Indigenous Environmental Trainee Program, Pembina provides trainees with the opportunity to learn about the pipeline construction process. Trainees work with environmental planners and inspectors to learn about a project's environmental scope and the processes and procedures undertaken to protect the environment during the construction process. Pembina benefits from this program by learning invaluable information from an Indigenous perspective, including in respect of a project area's traditional land use and activities. Pembina also provides Indigenous awareness training to its employees and contractors.
Pembina seeks to develop sustainable business relationships with Indigenous communities that deliver safety, performance, cost competitiveness and quality. By developing business relationships and increasing economic opportunities for Indigenous suppliers, Pembina's goal is to increase and sustain the capability and capacity of Indigenous suppliers and through these opportunities, provide a net positive benefit to Indigenous community members. Pembina's Standard for Local, Indigenous and Tribal Contracting (the "Standard") ensures the inclusion of capable Indigenous suppliers in Pembina's work. As part of this Standard, and through Pembina's competitive processes, suppliers are required to demonstrate (and are evaluated on) their commitment to Indigenous economic development, inclusion partnerships and strategic alliances.
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Finally, Pembina is focused on engagement and relationship building. Through the Indigenous Investment Program, Pembina provides funding to Indigenous and Indigenous-connected organizations with a broad impact.
Indemnification and Insurance
Pembina maintains insurance to provide coverage in relation to the ownership of its assets and also maintains standard director and officer insurance consistent with industry practice.
Pembina believes that it has procured such insurance coverage as would be maintained by a prudent owner and operator of the type of assets owned and operated by Pembina. This insurance coverage is subject to limits and exclusions or limitations on coverage that Pembina considers reasonable given the cost of procuring such insurance and current operating conditions. However, there can be no assurance that insurance coverage will be adequate in any particular situation or that insurers will be able to fulfill their obligations should a claim be made. Further, there can be no assurance that such insurance coverage will be available in the future on commercially reasonable terms or at commercially reasonable rates.
Employees
As at December 31, 2020, Pembina employed 2,623 personnel (including contractors), of which 1,573 were engaged in the performance of field operations and superintendence activities, and 1,050 were engaged in the performance of facilities engineering, systems, management, finance, accounting, administration, human resources, information services, drafting, business development, safety and environmental service and other activities. Of the above field operations employees, 61 are unionized. Pembina's workforce (excluding contractors) is relatively stable with limited turnover. Employees are financially encouraged to remain in Pembina's employment through options to purchase Common Shares, which are available to certain employees, and long-term incentive programs and pension plans, all of which vest over time.
Inclusion and Diversity
Pembina is committed to diversity, equal opportunity and ensuring that its employees have the ability to thrive in an inclusive environment.
Through the Inclusion & Diversity Stand, announced in 2019, Pembina aims to:
Attract, retain and develop a diverse workforce that is creative and innovative;
Foster a work environment where employees feel value and respected;
Cultivate a workforce that is representative of the communities in which Pembina operates;
Develop a culturally aware workforce that succeeds in a global market;
Align Pembina's values with those of its customers by recognizing the importance of a diverse and inclusive work environment;
Demonstrate that Pembina is investing in a diverse and inclusive workforce to strengthen its business and improve profits; and
Attract and retain investors who are committed to ESG initiatives.
In connection with the Inclusion & Diversity Stand, Pembina has established an advisory group with a mandate to act as a collective voice for inclusion and diversity across the organization, advocate for and model inclusive leadership and behaviour and demonstrate allyship to underrepresented groups.
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CANADIAN OIL AND GAS INDUSTRY
General
The discussion below provides a high-level overview of the crude oil industry, the NGL and natural gas industry and the midstream infrastructure industry within those commodities, with a focus on western Canada, given that a significant portion of Pembina's operations are situated in Alberta. Pembina also has operations in eastern Canada and the U.S. volumes which feed into those assets predominantly originate in western Canada before being transported to eastern markets via Pembina and third-party pipelines.
Western Canada is the major source of conventional crude oil, synthetic crude oil, natural gas, bitumen and related products, including NGL and condensate, in Canada. Production comes primarily from Alberta with lesser amounts from British Columbia, Saskatchewan, Manitoba and the Northwest Territories. Synthetic crude oil and bitumen come from the oil sands developments near Fort McMurray, Alberta.
Efficient, low cost, and safe transportation by pipeline, rail and truck from producing fields and facilities to refineries, processing plants and domestic and export markets is essential to the Canadian oil and gas industry.
Canadian Crude and Heavy Oil
Western Canada has one of the world's largest crude oil reserves, and over the past decade, the crude oil industry in western Canada has implemented improved drilling technologies, which have enabled increased recoveries and have enhanced economics. Technologies such as multi-stage hydraulic fracturing have allowed producers to access tighter areas of conventional reserves as well as shales and siltstones, which were previously considered to be uneconomical. Through this development, crude oil produced from the WCSB has significantly increased.
Alberta is also abundant in oil sands a natural mixture of sand, water, clay and a type of natural heavy oil called bitumen. Once the bitumen is recovered and processed to separate it from the sand and water, it is then upgraded to produce synthetic crude oil. Oil sands may be extracted by surface mining where it is moved by trucks to a processing facility or by in situ processes which use steam, solvents and/or thermal energy to allow the bitumen to be pumped to the surface. Because bitumen is so viscous, it often requires dilution with lighter hydrocarbons, such as condensate, to make it transportable by pipeline.
Crude oil production is generally consumed in refineries. Refineries are widely distributed geographically and can be located anywhere along the transportation chain, from the production basin hub locations to mid-point junctions on transmission networks to tidewater where foreign production is able to access North American markets via marine transport.
Pipelines continue to be the safest, most economical and predominant mode of transporting large amounts of crude oil, however, given the extensive rail infrastructure network across North America and the lack of sufficient export pipeline capacity, transporting hydrocarbon products by rail has gained momentum.
Product Transportation
Feeder pipeline systems gather petroleum products from producing fields and facilities for transport to regional centres for storage, refining and connection to larger pipelines. From these centres, petroleum products are further transported by export pipeline or rail systems either to domestic markets in western or eastern Canada or to markets in the northern U.S., mid-west U.S. and U.S. gulf coast for end-use or used as feedstock in refineries or the petrochemical industry. The major operational centre for the Canadian oil and natural gas industry is the Edmonton/Fort Saskatchewan area of Alberta, which is the largest crude oil refining centre in western Canada and a major fractionation and market hub for NGL and related products. In addition, the Edmonton/Fort Saskatchewan area is the hub of the Alberta feeder pipeline network and the starting point of many large Canadian export pipelines.
Truck terminals are a means for oil, condensate and NGL production, which is not pipeline connected, to secure transportation access to market.
The export liquids pipelines originating in the Edmonton area are the Trans Mountain Pipeline and the Enbridge Pipeline. Crude oil and refined products delivered to domestic and export markets on the west coast are transported through the Trans Mountain Pipeline. Crude oil and refined products delivered to eastern Canada, the northern U.S. and U.S. gulf coast are
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transported through the Enbridge Pipeline. NGL delivered to eastern Canadian and export markets are transported through the Enbridge Pipeline. The existing Keystone Pipeline and Express Pipeline also export crude oil from Hardisty, Alberta to the U.S.
Natural Gas Liquids
The NGL industry involves the production, storage, fractionation and transportation of products that are extracted from natural gas prior to its sale to end-use customers. Natural gas is a mixture of various hydrocarbon components, the most abundant of which is methane. The higher value hydrocarbons, which include ethane (C2), propane (C3), butane (C4) and condensate (C5+), are generally in gaseous form at the pressures and temperatures under which natural gas is gathered and transported. NGL extraction facilities recover NGL mix from natural gas in a liquid form. The majority of NGL supply in western Canada is derived from natural gas processing, with the remainder derived from the refining of crude oil. The profitability of the industry is based on the products extracted being of greater economic value as separate commodities (net of the costs of extraction and transportation) than as components of natural gas.
The NGL value chain begins with the gathering of gas produced from the wellhead and moving it to a gas plant. The gas is then processed through field processing plants and mainline extraction facilities, as well as treated for removal of water, sulphur and other impurities. The value chain culminates with the transportation of NGL mix from the gas plant via pipeline to fractionation facilities where the NGL mix will be separated into saleable products and marketed to the final NGL customers.
Condensate is produced naturally at the wellhead when natural gas is brought to the surface at a gas well. It is then either trucked to a connection point on a pipeline or the natural gas plant may be connected directly into a gathering pipeline system for onward delivery to market. Condensate is used primarily as a diluent to blend with heavy crude oil and bitumen to decrease viscosity and density, allowing transport in pipelines. In addition, condensate is used as a refinery feedstock in the production of gasoline, kerosene and jet fuel. With the growth in demand for diluents for heavy oil transportation, there is a requirement to manage diluents prior to injection into the various diluent delivery pipelines. This demand includes accessing the greatest variety of diluents, meeting diluent quality specifications and storage.
The North American markets for NGL are largely continental in nature, though exports are rapidly increasing, with end uses varying substantially by product, from heating and transportation fuels to petrochemical and crude oil refining feed stocks. Ethane is used as feedstock for the petrochemical industry. Propane is the most versatile of the NGL products with uses such as home and commercial heating, crop drying, cooking, motor fuel and petrochemical feedstock. Butane is used primarily in gasoline blending, either directly or in the production of iso-octane and as a diluent for heavy oil.
NGL Extraction
NGL is recovered at three distinct types of facilities: natural gas field plants, natural gas mainline straddle plants and oil refineries. Field plants process raw natural gas, which is produced from wells in the immediate vicinity, to remove impurities such as water, sulphur and carbon dioxide prior to the delivery of natural gas to the major natural gas pipeline systems. Field plants also remove almost all condensate and as much as 65 percent of propane and 80 percent of butane to meet pipeline specifications, leaving ethane and unrecovered NGL in the natural gas. Most western Canadian field plants do not extract ethane but leave it in the natural gas. Once processed, the natural gas is then compressed and delivered to one of the major gas transmission systems in the region. In Alberta, any residual NGL and ethane in the natural gas is extracted at mainline straddle plants prior to export.
NGL extraction produces a mixed hydrocarbon product (either ethane-plus (C2+) or propane-plus (C3+)), which must be further processed in subsequent steps to separate out the individual products. At most field facilities, only sufficient NGL to make the natural gas marketable is extracted; however, with the addition of deep cut processing facilities and mainline straddle plants, further NGL extraction is possible to ensure the maximum amount of NGL is recovered. NGL products have historically been priced relative to oil, so this additional level of recovery is dependent on the relative value between oil and natural gas. As the relative price of oil versus natural gas increases, the economic impetus for this activity is also increased.
NGL Fractionation
NGL mix extracted at field plants and straddle plants is transported via pipelines, truck or rail to fractionation facilities, which separate the mix into its components: ethane, propane, butane and condensate. Due to size, storage and transportation
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limitations, fractionation generally does not occur at field plants, but rather at larger, well-connected, centralized locations. Once fractionated, the products are stored and transported to end markets by pipeline, truck or rail.
NGL Transportation
The efficient movement of NGL products requires significant infrastructure, including transportation assets (pipelines, trucks and rail cars), storage facilities, and terminals (rail and truck). The safest, most efficient and lowest-cost means for moving NGL products to markets is by pipeline. The Canadian energy sector has an extensive pipeline network for the transportation of NGL to fractionation facilities, petrochemical complexes, underground storage facilities and the end-user. Pipelines serve as the main mode of NGL transportation (pre- and post-fractionation). Additionally, NGL are transported by truck and rail.
NGL Storage
Storage assets offer a number of key strategic advantages, which include: (i) providing the necessary operational buffer between production of NGL (which varies daily depending on gas flows and composition) and their consumption (which can vary from day-to-day and season-to-season depending on market needs); (ii) allowing for storage of NGL products for future utilization; and (iii) exploiting seasonal price differentials that may develop over the course of a year (particularly for propane and butane).
Natural Gas Transportation
The natural gas transportation industry from western Canada to eastern markets has historically been dominated by companies affiliated with TransCanada PipeLines Limited. Natural gas supply and pipeline infrastructure has grown over the past several years creating increased competition throughout North America.
The efficient movement of natural gas requires significant infrastructure, including pipelines and storage facilities. The safest, most efficient and the lowest-cost means for moving natural gas to markets is by pipeline. The Canadian energy sector has an extensive pipeline network for the transportation of natural gas to field plants and extraction facilities. Pipelines serve as the main mode of natural gas transportation.
DESCRIPTION OF THE CAPITAL STRUCTURE OF PEMBINA
The authorized capital of Pembina consists of an unlimited number of Common Shares, a number of Class A Preferred Shares, issuable in series, not to exceed 254,850,850 Class A Preferred Shares, and an unlimited number of Class B Preferred Shares. As of December 31, 2020, there were approximately 550 million Common Shares outstanding, and approximately 22 million Common Shares issuable pursuant to outstanding options under the Option Plan. In addition, 10 million Series 1 Class A Preferred Shares, 6 million Series 3 Class A Preferred Shares, 10 million Series 5 Class A Preferred Shares, 10 million Series 7 Class A Preferred Shares, 9 million Series 9 Class A Preferred Shares, 6.8 million Series 11 Class A Preferred Shares, 10 million Series 13 Class A Preferred Shares, 8 million Series 15 Class A Preferred Shares, 6 million Series 17 Class A Preferred Shares, 8 million Series 19 Class A Preferred Shares, 16 million Series 21 Class A Preferred Shares, 12 million Series 23 Class A Preferred Shares and 10 million Series 25 Class A Preferred Shares were outstanding as of December 31, 2020. Subsequent to year-end: on January 25, 2021, 600,000 Series 2021-A Class A Preferred Shares were issued and outstanding. On January 25, 2021 Pembina also announced its intention to redeem all of its 6.8 million issued and outstanding Series 11 Class A Preferred Shares on March 1, 2021 for a redemption price equal to $25.00 per Series 11 Class A Preferred Share.
The following is a summary of the rights, privileges, restrictions and conditions attaching to the Common Shares, the Class A Preferred Shares and the Class B Preferred Shares.
Common Shares
Holders of Common Shares are entitled to receive notice of and to attend all meetings of Shareholders and to one vote at such meetings for each Common Share held. The holders of the Common Shares are, at the discretion of the Board of Directors and subject to applicable legal restrictions, entitled to receive any dividends declared by the Board of Directors on the Common Shares, and are entitled to share in the remaining property of Pembina upon liquidation, dissolution or winding-up, subject to the rights of the holders of the Class A Preferred Shares and Class B Preferred Shares.
Pembina has a shareholder rights plan (the "Plan") that was adopted to ensure, to the extent possible, that all Shareholders are treated fairly in connection with any takeover bid for Pembina and to ensure that the Board is provided with sufficient
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time to evaluate unsolicited take-over bids and to explore and develop alternatives to maximize Shareholder value. The Plan creates a right that attaches to each present and subsequently issued Common Share. Until the Separation Time (as defined in the Plan), which typically occurs at the time of an unsolicited takeover bid, whereby a person acquires or attempts to acquire 20 percent or more of the Common Shares, the rights are not separable from the Common Shares, are not exercisable and no separate rights certificates are issued. Each right entitles the holder, other than the 20 percent acquirer, from and after the Separation Time and before certain expiration times, to acquire one Common Share at a substantial discount to the market price at the time of exercise. The Board of Directors may waive the application of the Plan in certain circumstances. The Plan was reconfirmed by Shareholders at Pembina's 2019 annual meeting and must be reconfirmed at every third annual meeting thereafter. Accordingly, the Plan, with such amendments as the Board of Directors determines to be necessary or advisable, and as may otherwise be required by law, is expected to be placed before Shareholders for approval at Pembina's 2022 meeting of Shareholders. A copy of the agreement relating to the current Plan has been filed on Pembina's SEDAR and EDGAR profiles on May 13, 2016 and May 31, 2016, respectively.
Class A Preferred Shares
The Class A Preferred Shares were not intended to and will not be used by the Company for anti-takeover purposes without Shareholder approval. Subject to certain limitations, the Board may, from time to time, issue Class A Preferred Shares in one or more series and determine for any such series, its designation, number of shares and respective rights, privileges, restrictions and conditions. The Class A Preferred Shares as a class have, among others, the provisions described below.
Each series of Class A Preferred Shares shall rank on parity with every other series of Class A Preferred Shares, and shall have priority over the Common Shares, the Class B Preferred Shares and any other class of shares ranking junior to the Class A Preferred Shares with respect to redemption, the payment of dividends, the return of capital and the distribution of assets in the event of the liquidation, dissolution or winding-up of Pembina. The Class A Preferred Shares of any series may also be given such preferences, not inconsistent with the provisions thereof, over the Common Shares, the Class B Preferred Shares and over any other class of shares ranking junior to the Class A Preferred Shares, as may be determined by the Board.
In the event of the liquidation, dissolution or winding-up of Pembina, if any cumulative dividends or amounts payable on a return of capital in respect of a series of Class A Preferred Shares are not paid in full, the Class A Preferred Shares of all series shall participate rateably in: (a) the amounts that would be payable on such shares if all such dividends were declared at or prior to such time and paid in full; and (b) the amounts that would be payable in respect of the return of capital as if all such amounts were paid in full; provided that if there are insufficient assets to satisfy all such claims, the claims of the holders of the Class A Preferred Shares with respect to repayment of capital shall first be paid and satisfied and any assets remaining shall be applied towards the payment and satisfaction of claims in respect of dividends. After payment to the holders of any series of Class A Preferred Shares of the amount so payable, the holders of such series of Class A Preferred Shares shall not be entitled to share in any further distribution of the property or assets of Pembina in the event of the liquidation, dissolution or winding-up of Pembina.
Holders of any series of Class A Preferred Shares will not be entitled (except as otherwise provided by law and except for meetings of the holders of Class A Preferred Shares or a series thereof) to receive notice of, attend at, or vote at any meeting of Shareholders of Pembina, unless the Board shall determine otherwise in the terms of a particular series of Class A Preferred Shares, in which case voting rights shall only be provided in circumstances where Pembina shall have failed to pay a certain number of dividends on such series of Class A Preferred Shares, which determination and number of dividends and any other terms in respect of such voting rights, shall be determined by the Board and set out in the designations, rights, privileges, restrictions and conditions of such series of Class A Preferred Shares. Other than as set out below, the material characteristics of each series of Class A Preferred Shares are substantially the same.
The table below outlines the number of outstanding, and the material provisions of, each of the issued series of Class A Preferred Shares.
Series
Issue Date
Issued and Outstanding
Amount (C$)
Annual Dividend Rate
Redemption and Conversion Option Date(2)(3)
Reset Spread
Per Share Base Redemption/ Liquidation Value
Right to Convert on a one for one basis(4)
1
July 26, 2013
10,000,000 $250,000,000 
$1.22650(1)
December 1, 2023
2.47%(3)
$25.00 
Series 2
3
October 2, 2013
6,000,000 $150,000,000 
$1.11950(1)
March 1, 2024
2.60%(3)
$25.00 
Series 4
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5
January 16, 2014
10,000,000 $250,000,000 
$1.14325(1)
June 1, 2024
3.00%(3)
$25.00 
Series 6
7
September 11, 2014
10,000,000 $250,000,000 
$1.09500(1)
December 1, 2024
2.94%(3)
$25.00 
Series 8
9
April 10, 2015
9,000,000 $225,000,000 
$1.07550(1)
December 1, 2025
3.91%(3)
$25.00 
Series 10
11
January 15, 2016
6,800,000 $170,000,000 
$1.43750(1)
March 1, 2021(6)
5.00%(5)
$25.00 
Series 12
13
April 27, 2016
10,000,000 $250,000,000 
$1.43750(1)
June 1, 2021
4.96% (5)
$25.00 
Series 14
15
October 2, 2017(7)
8,000,000 $200,000,000 
$1.11600(8)
September 30, 2022
2.92%(3)
$25.00 
Series 16
17
October 2, 2017(7)
6,000,000 $150,000,000 
$1.20525(8)
March 31, 2024
3.01%(3)
$25.00 
Series 18
19
October 2, 2017(7)
8,000,000 $200,000,000 
$1.17100(8)
June 30, 2025
4.27%(3)
$25.00 
Series 20
21
December 7, 2017
16,000,000 $400,000,000 
$1.22500(1)
March 1, 2023
3.26%(9)
$25.00 
Series 22
23
December 16, 2019(10)
12,000,000 $300,000,000 
$1.31250(11)
November 15, 2022
3.65%(12)
$25.00 
Series 24
25
December 16, 2019(10)
10,000,000 $250,000,000 
$1.30000(11)
February 15, 2023
3.51%(12)
$25.00 
Series 26
2021-A(14)
January 25, 2021 600,000 $600,000,000 
N/A(14)
N/A(14)
N/A $1000.00  N/A
Notes:
(1)    The holder is entitled to receive a fixed, cumulative preferential dividend per year payable quarterly on the 1st day of March, June, September and December, as declared by the Board of Directors.
(2)    The Company may, at its option, redeem all or a portion of an outstanding series of Class A Preferred Shares on the Redemption Option Date and every fifth year thereafter for the Base Redemption Value per share plus all accrued and unpaid dividends.
(3)    The dividend rate will reset on the Redemption and Conversion Option Date and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield plus the applicable Reset Spread noted above.
(4)    A holder has the right, subject to certain conditions, to convert their Class A Preferred Shares into cumulative redeemable Class A Preferred Shares of a specified series on the Conversion Option Date and every fifth anniversary thereafter. The even numbered series of Class A Preferred Shares carry the right to receive floating, cumulative preferential dividends at a rate, reset quarterly, equal to the sum of the then 90 day Government of Canada treasury bill rate plus the applicable reset spread.
(5)    The dividend rate will reset on the Redemption and Conversion Option Date and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield plus the applicable Reset Spread noted above, provided that in any event, the rate for the Series 11 and Series 13 Class A Preferred Shares shall not be less than 5.75 percent.
(6)    On January 25, 2021, Pembina announced its intention to redeem all of its 6.8 million issued and outstanding Series 11 Class A Preferred Shares on March 1, 2021 for a redemption price equal to $25.00 per Series 11 Class A Preferred Share.
(7)     Effective October 2, 2017 and pursuant to the Veresen Acquisition, all of the outstanding Veresen Series A, C and E Preferred Shares were exchanged for Series 15, 17 and 19 Class A Preferred Shares, respectively.
(8)     The holder is entitled to receive a fixed, cumulative preferential dividend per year payable quarterly on the last day of March, June, September and December, as declared by the Board of Directors.
(9)     The dividend rate will reset on the Redemption and Conversion Option Date and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield plus the applicable Reset Spread noted above, provided that in any event, the rate for the Series 21 Class A Preferred Shares shall not be less than 4.90 percent.
(10)    Effective December 16, 2019 and pursuant to the Kinder Morgan Canada Acquisition, all of the outstanding KML Series 1 and 3 Preferred Shares were exchanged for Series 23 and 25 Class A Preferred Shares, respectively.
(11)    The holder is entitled to receive a fixed, cumulative preferential dividend per year payable quarterly on the 15th day of February, May, August and November, as declared by the Board of Directors.
(12)    The dividend rate will reset on the Redemption and Conversion Option Date and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield plus the applicable Reset Spread noted above, provided that in any event, the rate for the Series 23 Class A Preferred Shares shall not be less than 5.25 percent.
(13)    The dividend rate will reset on the Redemption and Conversion Option Date and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield plus the applicable Reset Spread noted above, provided that in any event, the rate for the Series 21 Class A Preferred Shares shall not be less than 5.20 percent.
(14) The Series 2021-A Class A Preferred Shares were issued to the Computershare Trust Company of Canada, to be held in trust to satisfy Pembina's obligations under the Subordinated Note Indenture, in connection with the issuance of the Subordinated Notes, Series 1. Holders of the Series 2021-A Class A Preferred Shares shall not be entitled to receive any dividends, nor shall any dividends accumulate or accrue, on the Series 2021-A Class A Preferred Shares prior to delivery to the holders of the Subordinated Notes, Series 1 following the occurrence of certain bankruptcy or insolvency events in respect of Pembina. See "Description of Capital Structure - Subordinated Notes, Series 1". If at any time, Pembina redeems, purchases for cancellation or repays the Subordinated Notes, Series 1 such number of Series 2021-A Class A Preferred Shares with an aggregate issue price equal to the principal amount of Subordinated Notes, Series 1 redeemed, purchased for cancellation or repaid by Pembina will be redeemed in accordance with the terms of the Series 2021-A Class A Preferred Shares.


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Class B Preferred Shares
The Class B Preferred Shares were not intended to and will not be used by the Company for anti-takeover purposes without Shareholder approval. If at any time a holder of Class B Preferred Shares ceases to be, or is not, a direct or indirect wholly-owned subsidiary of Pembina, Pembina, with or without knowledge of such event, shall be deemed, without further action or notice, to have automatically redeemed all of the Class B Preferred Shares held by such holder in exchange for the redemption amount per Class B Preferred Share as set out in Pembina's articles together with all declared but unpaid dividends thereon (the "Redemption Amount").
Holders of Class B Preferred Shares are not entitled to receive notice of, to attend or to vote at any meeting of the Shareholders, except as required by law. The Class B Preferred Shares are retractable and redeemable at the option of the holder thereof and Pembina, respectively.
The holders of Class B Preferred Shares shall be entitled to receive, if and when declared by the Board of Directors, preferential non-cumulative dividends and upon the liquidation, dissolution or winding-up of Pembina, the holders of Class B Preferred Shares shall be entitled to receive for each such share, in priority to the holders of Common Shares, the Redemption Amount.
There are currently no Class B Preferred Shares outstanding.
Credit Facilities
Pembina's credit facilities as at December 31, 2020 consisted of an unsecured $2.5 billion revolving credit facility due May 31, 2024 (the "Revolving Credit Facility"), which includes a $750 million accordion feature, and an unsecured operating facility of $20 million due May 31, 2021. Pembina also has an unsecured $500 million term loan due August 2022; an unsecured $800 million revolving credit facility due April 2022; and an unsecured U.S. $250 million non-revolving term loan due May 2025. The terms and conditions of the $500 million term loan, the $800 million revolving credit facility and the U.S. $250 million non-revolving term loan including financial covenants, are substantially similar to the Revolving Credit Facility. There are no repayments due over the term of any of Pembina's credit facilities. As at December 31, 2020, Pembina had $1.5 billion drawn on bank debt and $81 million in cash, leaving $2.7 billion of cash and unutilized debt facilities.
Medium Term Notes
Subject to certain conditions, as noted below, Pembina may redeem each series of Pembina Medium Term Notes, either in whole, or in part, upon not less than 30 and not more than 60 days prior notice, at a price equal to the greater of (i) par and (ii) the Canada Yield Price (as defined below), plus, in either case, accrued but unpaid interest, if any, to but excluding the date of redemption. In respect of the Pembina Medium Term Notes, "Canada Yield Price" means, in effect, a price equal to the price of a specific series of Pembina Medium Term Notes, as applicable, calculated in accordance with generally accepted financial practice in Canada to provide a yield to maturity equal to the Government of Canada Yield (as defined below) plus the Redemption Premium set forth in the table below. In respect of the Pembina Medium Term Notes, "Government of Canada Yield" means, on any date, in effect, the yield to maturity on such date compounded semi-annually which a non-callable Government of Canada bond would carry if issued, in Canadian dollars in Canada, at 100 percent of its principal amount on such date with a term to maturity equal to the remaining term to maturity of the specified series of Pembina Medium Term Notes, as applicable. The Government of Canada Yield will be the average of the yields determined by two major Canadian investment dealers selected by Pembina. In certain circumstances following a Change of Control (as such term is defined in the Senior Note Indenture) and a resulting downgrade in the ratings of the Pembina Medium Term Notes to below an investment grade, Pembina will be required to make an offer to repurchase all or, at the option of any holder of Pembina Medium Term Notes, any part, at a purchase price payable in cash equal to 101 percent of the aggregate outstanding principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase. After certain dates (as set forth below), the Medium Term Notes, Series 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15 and 16 may be redeemed at a price equal to par, plus accrued but unpaid interest, if any, to but excluding the date of redemption.
Subject to certain conditions, as noted below, Pembina may redeem each series of Veresen Medium Term Notes, either in whole, or in part, upon not less than 30 and not more than 60 days prior notice, at a price equal to the greater of (i) par and (ii) the Canada Yield Price (as defined below), plus, in either case, accrued but unpaid interest, if any, to but excluding the date of redemption. In respect of the Veresen Medium Term Notes, "Canada Yield Price" means, in effect, a price equal to the price of a specific series of Veresen Medium Term Notes, as applicable, calculated in accordance with generally accepted financial practice in Canada to provide a yield to maturity equal to the Government of Canada Yield (as defined below) plus
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the Redemption Premium set forth in the table below. In respect of the Veresen Medium Term Notes, "Government of Canada Yield" means, on any date, in effect, the yield to maturity on such date compounded semi-annually which a non-callable Government of Canada bond would carry if issued, in Canadian dollars in Canada, at 100 percent of its principal amount on such date with a term to maturity equal to the remaining term to maturity of the specified series of Veresen Medium Term Notes, as applicable. The Government of Canada Yield will be the average of the yields determined by two major Canadian investment dealers selected by Pembina. In certain circumstances following a Change of Control (as defined in the Veresen Senior Note Indenture) and a resulting downgrade in the ratings of the Veresen Medium Term Notes to below an investment grade, Pembina will be required to make an offer to repurchase all or, at the option of any holder of Veresen Medium Term Notes, any part, at a purchase price payable in cash equal to 101 percent of the aggregate outstanding principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase. After certain dates (as set forth below), the Medium Term Notes, Series 5A may be redeemed at a price equal to par, plus accrued but unpaid interest, if any, to but excluding the date of redemption.
The table below outlines the aggregate principal amount outstanding, and the material provisions of, each of Pembina's issued series of Medium Term Notes as at December 31, 2020.
Series
Issue Date
Maturity Date
Principal and Outstanding Amount (C$)
Annual Coupon Rate
Redemption Premium (per annum)
1(1)
March 29, 2011
March 29, 2021
$250,000,000  4.89% 0.395%
2(1)
October 22, 2012
October 24, 2022
$450,000,000  3.77% 0.460%
3(2)
April 30, 2013
April 30, 2043
$200,000,000  4.75% 0.585%
February 2, 2015(3)
$150,000,000 
June 16, 2015(3)
$100,000,000 
4(4)
April 4, 2014
March 25, 2044
$600,000,000  4.81% 0.450%
5(5)
February 2, 2015
February 3, 2025
$450,000,000  3.54% 0.540%
6(6)
June 16, 2015
June 15, 2027
$500,000,000  4.24% 0.560%
7(7)
August 11, 2016
August 11, 2026
$500,000,000  3.71% 0.655%
May 28, 2020(8)
$100,000,000 
8(9)
January 20, 2017
January 22, 2024
$300,000,000  2.99% 0.385%
August 16, 2017(10)
$350,000,000 
9(11)
January 20, 2017
January 21, 2047
$300,000,000  4.74% 0.610%
August 16, 2017(12)
$250,000,000 
10(13)
March 26, 2018
March 27, 2028
$400,000,000  4.02% 0.450%
January 10, 2020(14)
$250,000,000 
11(15)
March 26, 2018
March 26, 2048
$300,000,000  4.75% 0.605%
January 10, 2020(16)
$500,000,000 
12(17)
April 3, 2019
April 3, 2029
$400,000,000  3.62% 0.475%
January 10, 2020 $250,000,000 
13(19)
April 3, 2019
April 3, 2049
$400,000,000  4.54% 0.640%
September 12, 2019(20)
$300,000,000 
14(21)
September 12, 2019
June 1, 2023
$600,000,000  2.56% 0.280%
15(22)
September 12, 2019
February 1, 2030
$600,000,000  3.31% 0.485%
16(23)
May 28, 2020 May 28, 2050 $400,000,000  4.67% 0.895%
3A(24)
March 14, 2012
March 14, 2022
$50,000,000  5.05% 0.750%
5A(25)
November 10, 2016
November 10, 2021
$350,000,000  3.43% 0.675%
Notes:
(1)    Pembina may redeem the Medium Term Notes, Series 1 and Medium Term Notes, Series 2 at a price equal to the greater of (i) par and (ii) the Canada Yield Price, plus, in either case, accrued but unpaid interest, if any, to but excluding the date of redemption.
(2)    Pembina may redeem the Medium Term Notes, Series 3, (a) at any time prior to October 30, 2042 at a price equal to the greater of (i) par and (ii) the Canada Yield Price, and (b) at any time on or after October 30, 2042 at a price equal to par, plus, in either case, accrued but unpaid interest, if any, to but excluding the date of redemption.
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(3)    On February 2, 2015 and June 16, 2015, Pembina re-opened its Medium Term Notes, Series 3 for $150 million and $100 million aggregate principal amounts, respectively.
(4)    Pembina may redeem the Medium Term Notes, Series 4, (a) at any time prior to September 25, 2043 at a price equal to the greater of (i) par and (ii) the Canada Yield Price, and (b) at any time on or after September 25, 2043 at a price equal to par, plus, in either case, accrued but unpaid interest, if any, to but excluding the date of redemption.
(5)    Pembina may redeem the Medium Term Notes, Series 5, (a) at any time prior to November 3, 2024 at a price equal to the greater of (i) par and (ii) the Canada Yield Price, and (b) at any time on or after November 3, 2024 at a price equal to par, plus, in either case, accrued but unpaid interest, if any, to but excluding the date of redemption.
(6)    Pembina may redeem the Medium Term Notes, Series 6, (a) at any time prior to March 15, 2027 at a price equal to the greater of (i) par and (ii) the Canada Yield Price and (b) at any time on or after March 15, 2027 at a price equal to par, plus, in either case, accrued but unpaid interest, if any, to but excluding the date of redemption.
(7)    Pembina may redeem the Medium Term Notes, Series 7, (a) at any time prior to May 11, 2026 at a price equal to the greater of (i) par and (ii) the Canada Yield Price and (b) at any time on or after May 11, 2026 at a price equal to par, plus, in either case, accrued but unpaid interest, if any, to but excluding the date of redemption.
(8)    On May 28, 2020, Pembina re-opened its Medium Term Notes, Series 7 for $100 million aggregate principal.
(9)    Pembina may redeem the Medium Term Notes, Series 8, (a) at any time prior to November 22, 2023 at a price equal to the greater of (i) par and (ii) the Canada Yield Price and (b) at any time on or after November 22, 2023 at a price equal to par, plus, in either case, accrued but unpaid interest, if any, to but excluding the date of redemption.
(10)    On August 16, 2017, Pembina re-opened its Medium Term Notes, Series 8 for $350 million aggregate principal.
(11)    Pembina may redeem the Medium Term Notes, Series 9, (a) at any time prior to July 21, 2046 at a price equal to the greater of (i) par and (ii) the Canada Yield Price and (b) at any time on or after July 21, 2046 at a price equal to par, plus, in either case, accrued but unpaid interest, if any, to but excluding the date of redemption.
(12)    On August 16, 2017, Pembina re-opened its Medium Term Notes, Series 9 for $250 million aggregate principal.
(13)    Pembina may redeem the Medium Term Notes, Series 10, (a) at any time prior to December 27, 2027 at a price equal to the greater of (i) par and (ii) the Canada Yield Price and (b) at any time on or after December 27, 2027 at a price equal to par, plus, in either case, accrued but unpaid interest, if any, to but excluding the date of redemption.
(14)    On January 10, 2020, Pembina re-opened its Medium Term Notes, Series 10 for $250 million aggregate principal.
(15)    Pembina may redeem the Medium Term Notes, Series 11, (a) at any time prior to September 26, 2047 at a price equal to the greater of (i) par and (ii) the Canada Yield Price and (b) at any time on or after September 26, 2047 at a price equal to par, plus, in either case, accrued but unpaid interest, if any, to but excluding the date of redemption.
(16)    On January 10, 2020, Pembina re-opened its Medium Term Notes, Series 11 for $500 million aggregate principal.    
(17)    Pembina may redeem the Medium Term Notes, Series 12, (a) at any time prior to January 3, 2029 at a price equal to the greater of (i) par and (ii) the Canada Yield Price and (b) at any time on or after January 3, 2029 at a price equal to par, plus, in either case, accrued but unpaid interest, if any, to but excluding the date of redemption.
(18)    On January 10, 2020, Pembina re-opened its Medium Term Notes, Series 12 for $250 million aggregate principal.    
(19)     Pembina may redeem the Medium Term Notes, Series 13, (a) at any time prior to October 3, 2048 at a price equal to the greater of (i) par and (ii) the Canada Yield Price and (b) at any time on or after October 3, 2048 at a price equal to par, plus, in either case, accrued but unpaid interest, if any, to but excluding the date of redemption.
(20)    On September 12, 2019, Pembina re-opened its Medium Term Notes, Series 13 for $300 million aggregate principal.
(21)    Pembina may redeem the Medium Term Notes, Series 14, (a) at any time prior to June 1, 2023 at a price equal to the greater of (i) par and (ii) the Canada Yield Price and (b) at any time on or after June 1, 2023 at a price equal to par, plus, in either case, accrued but unpaid interest, if any, to but excluding the date of redemption.
(22)    Pembina may redeem the Medium Term Notes, Series 15, (a) at any time prior to November 1, 2029 at a price equal to the greater of (i) par and (ii) the Canada Yield Price and (b) at any time on or after November 1, 2029 at a price equal to par, plus, in either case, accrued but unpaid interest, if any, to but excluding the date of redemption.
(23)    Pembina may redeem the Medium Term Notes, Series 16, (a) at any time prior to November 28, 2049 at a price equal to the greater of (i) par) and (ii) the Canada Yield Price and (b) at any time on or after November 28, 2049 at a price equal to par, plus, in either case, accrued but unpaid interest, if any, to but excluding the date of redemption.
(24)     Pembina may redeem the Medium Term Notes, Series 3A, at any time prior to the maturity date at a price equal to the greater of (i) par and (ii) the Canada Yield Price, together with accrued and unpaid interest to, but excluding, the date of redemption.
(25)    Pembina may redeem the Medium Term Notes, Series 5A, (a) at any time prior to October 10, 2021 at a price equal to the greater of (i) par and (ii) the Canada Yield Price, and (b) at any time on or after October 10, 2021 at a price equal to par plus, in either case, accrued but unpaid interest, if any, to but excluding, the date of redemption.

Subordinated Notes, Series 1
Interest and Maturity

Pembina will pay interest on the Subordinated Notes, Series 1 semi-annually, in arrears, on January 25 and July 25 of each year. From January 25, 2021 to January 25, 2031, the Subordinated Notes, Series 1 will bear interest at 4.80 percent per annum. From January 25, 2031, and on every fifth anniversary of such date, the interest rate on the Subordinated Notes, Series 1 will reset for the subsequent five-year period at a rate per annum equal to the Five Year Government of Canada Yield, plus (i) for the period from January 25, 2031 to January 25, 2051, 4.167 percent; and (ii) for the period from January 25, 2051 to January 25, 2081, 4.917 percent. In respect of the Subordinated Notes, Series 1, "Five Year Government of Canada Yield" means the bid yield to maturity (assuming semi-annual compounding) of a Canadian dollar denominated non-callable Government of Canada bond with a term to maturity of five years, provided that, if such rate is not publicly available, "Five Year Government of Canada Yield" means the average of the yields determined by two registered Canadian investment dealers (each of which is a member of the Investment Industry Regulatory Organization of Canada), selected by Pembina, as being the yield to maturity (assuming semi-annual compounding) which a Canadian dollar denominated non-callable Government of Canada bond would carry if issued in Canadian dollars at 100 percent of its principal amount on such date with a term to maturity of five years.
The Subordinated Notes, Series 1 mature on January 25, 2081 .
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Deferral Right

So long as no event of default under the Subordinated Note Indenture has occurred and is continuing, Pembina may elect, on any date other than an interest payment date, to defer the interest payable on the Subordinated Notes, Series 1 on one or more occasions for up to five consecutive years. There is no limit on the number of on the interest deferrals on the Subordinated Notes, Series 1 that may occur.
Redemption

Subject to certain conditions from October 25, 2030 to January 25, 2031 and on any interest payment date or any interest reset date, as applicable, Pembina may redeem the Subordinate Notes, Series 1, at a redemption price equal to par, plus accrued and unpaid (including deferred, as applicable) interest to the date fixed for redemption. Pembina may also redeem the Subordinated Notes, Series 1 in certain other limited circumstances.
Automatic Delivery of the Series 2021-Preferred Shares

Following the occurrence of certain bankruptcy or insolvency events in respect of Pembina, holders of the Subordinated Notes, Series 1, will, subject to certain exceptions, be entitled to receive the Series 2021-A Class A Preferred Shares and any other assets held in trust to satisfy Pembina's obligations under the Subordinated Note Indenture for the Subordinated Notes, Series 1. Upon delivery of the Series 2021-A Class A Preferred Shares, the Subordinated Notes, Series 1 will be immediately and automatically surrendered and cancelled and all rights of any holders of the Subordinate Notes, Series 1 as debtholders of Pembina shall automatically cease.
Credit Ratings
The following information with respect to Pembina's credit ratings is provided as it relates to Pembina's financing costs and liquidity. Specifically, credit ratings affect Pembina's ability to obtain short-term and long-term financing and impact the cost of such financing. A reduction in the current ratings on 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 may affect Pembina's ability to enter into, and the associated costs of entering into, normal course derivative or hedging transactions. Credit ratings are intended to provide investors with an independent measure of credit quality of any issues of debt securities.
Pembina has paid each of S&P and DBRS their customary fees in connection with the provision of the below ratings. Pembina has not made any payments to S&P or DBRS over the past two years for services unrelated to the provision of such ratings.
DBRS Limited
DBRS has confirmed a debt rating of 'BBB' to each issued senior unsecured note of Pembina and assigned a debt rating of 'BB (high)' to the Subordinate Notes, Series 1.
The BBB rating is the fourth highest of DBRS's ten rating categories for long-term debt, which range from AAA to D. The BBB rating indicates that, in DBRS's view, the rated securities are of adequate investment grade credit quality. The capacity for the payment of financial obligations is considered acceptable; however, the issuer may be vulnerable to future events. The BB rating is the fifth highest of DBRS' ten rating categories for long-term debt. The BB rating indicates that, in DBRS' view, the rated securities are speculative, non-investment grade credit quality and that the issuer's capacity for the payment of financial obligations is uncertain and is vulnerable to future events. DBRS uses "high" and "low" designations on ratings from AA to C to indicate the relative standing of securities being rated within a particular rating category. The absence of a "high" or "low" designation indicates that a rating is in the middle of the category.
Each issued series of Class A Preferred Shares, other than the Series 2021-A Preferred Shares, has been rated 'Pfd-3' by DBRS. The Pfd-3 rating is the third highest of six rating categories for preferred shares, which range from a high of Pfd-1 to a low of D. "High" or "low" grades are used to indicate the relative standing within a rating category. The absence of either a "high" or "low" designation indicates the rating is in the middle of the category. According to the DBRS rating system, preferred shares rated Pfd-3 are of adequate credit quality. While protection of dividends and principal is still considered acceptable, the issuing entity is more susceptible to adverse changes in financial and economic conditions, and there may be other adverse conditions present which detract from debt protection.
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When a significant event occurs that directly impacts the credit quality of a particular entity or group of entities, DBRS will attempt to provide an immediate rating opinion. However, if there is uncertainty regarding the outcome of the event, and DBRS is unable to provide an objective, forward-looking opinion in a timely fashion, then the ratings of the issuer will be placed "Under Review".
S&P
S&P has a long-term corporate credit rating on Pembina of 'BBB'. S&P has confirmed a rating of 'BBB' to each issued senior unsecured note and assigned a rating of 'BB+' to the Subordinate Notes, Series 1.
The BBB rating is the fourth highest rating, of S&P's ten rating categories for issuances of long-term debt which range from 'AAA' to 'D'. Issues of debt securities rated BBB are judged by S&P to exhibit adequate protection parameters; however, adverse economic conditions or changing circumstances are more weaken the obligor's capacity to meet its financial commitment on the obligation. The BB rating is the fifth highest rating of S&P's ten rating categories for issues of long-term debt. Issues of debt securities rated BB are, according to the S&P rating system, regarded as having significant speculative characteristics. While such securities will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions. An obligation rated BB is less vulnerable to non-payment than other speculative issues; however, S&P regards the obligor as facing major ongoing uncertainties or exposure to adverse business, financial or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation. Ratings from 'AA' to 'CCC' may be modified by the addition of a plus (+) or minus (–) sign to show relative standing within the major rating categories.
Each issued series of Class A Preferred Shares, other than the Series 2021-A Preferred Shares, has been rated 'P-3 (High)' by S&P. S&P's ratings for preferred shares range from a high of 'P-1' to a low of 'D'. "High" or "low" grades are used to indicate the relative standing within a rating category. According to the S&P rating system, securities rated P-3 are regarded as having significant speculative characteristics. While such securities will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions. An obligation rated P-3 (High) is less vulnerable to non-payment than other speculative issues; however, it faces major ongoing uncertainties or exposure to adverse business, financial or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.
These securities ratings are not recommendations to purchase, hold or sell the securities in as much as such ratings do not comment as to market price or suitability for a particular investor. There is no assurance that any rating will remain in effect for any given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgment, circumstances so warrant.
See "Risk Factors – General Risk Factors – Credit Ratings".
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DIVIDENDS AND DISTRIBUTIONS
Cash Dividends
The declaration and payment of any dividend by Pembina is at the discretion of the Board of Directors and will depend on numerous factors, including compliance with applicable laws and the financial performance, debt obligations, working capital requirements and future capital requirements of Pembina and its subsidiaries. See "Risk Factors". The agreements governing Pembina's Credit Facilities provide that if an event of default has occurred under the Credit Facilities, the indebtedness may be accelerated by the lenders, and the ability to pay dividends thereupon ceases. Pembina is restricted from making distributions (including the declaration of dividends) if it is in default under its Credit Facilities (or a default would be expected to occur as a result of such distribution) or if its borrowings exceed its borrowing base threshold.
Common Shares
Pembina pays cash dividends on its Common Shares on a monthly basis to Shareholders of record on the 25th calendar day of each month (except for the December record date, which is December 31st), if, as and when determined by the Board of Directors. Should the record date fall on a weekend or a statutory holiday, the effective record date will be the previous business day. The dividend payment date is the 15th of the month following the record date. Should the payment date fall on a weekend or on a holiday, the business day prior to the weekend or holiday becomes the payment date. The following table sets forth the amount of monthly cash dividends paid by Pembina on its Common Shares in 2018, 2019, 2020 and to date in 2021.
Cash Dividends Per Common Share
Month of Payment Date 2018 2019 2020 2021
January $0.18 $0.19 $0.20
$0.21(4)
February $0.18 $0.19
$0.21(3)
$0.21(5)
March $0.18 $0.19 $0.21 N/A
April $0.18 $0.19 $0.21 N/A
May
$0.18(1)
$0.19(2)
$0.21 N/A
June $0.19 $0.20 $0.21 N/A
July $0.19 $0.20 $0.21 N/A
August $0.19 $0.20 $0.21 N/A
September $0.19 $0.20 $0.21 N/A
October $0.19 $0.20 $0.21 N/A
November $0.19 $0.20 $0.21 N/A
December $0.19 $0.20 $0.21 N/A
Total $2.23 $2.35 $2.51 $0.42
Notes:
(1)    On May 3, 2018, Pembina announced an increase to its monthly dividend from $0.18 to $0.19.
(2)    On May 2, 2019, Pembina announced an increase to its monthly dividend from $0.19 to $0.20.
(3)    On December 16, 2019, Pembina announced an increase to its monthly dividend from $0.20 to $0.21.
(4)    On January 6, 2021, Pembina announced that the Board of Directors had declared a dividend of $0.21 per Common Share to be paid, subject to applicable law, on February 12 2021 to holders of Common Shares of record on January 25, 2021.
(5)    On February 3, 2021, Pembina announced that the Board of Directors had declared a dividend of $0.21 per Common Shares to be paid, subject to applicable law, on March 15, 2021 to holders of Common Shares of record on February 25, 2021.


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Class A Preferred Shares
Dividends on each issued series of Class A Preferred Shares (excluding the Series 15, 17, 19, 23 and 25 Class A Preferred Shares) are payable on the first day of March, June, September and December of each year, if, as and when declared by the Board. Dividends on the Series 15, 17 and 19 Class A Preferred Shares are payable on the last day of March, June, September and December of each year, if, as and when declared by the Board. Dividends on the Series 23 and 25 Class A Preferred Shares are payable on the 15th day of February, May, August and November of each year, if, as and when declared by the Board. Dividends on the Series 2021-A Preferred Shares are only payable, if, as and when declared by the Board, following the delivery to the holders of the Subordinated Notes, Series 1. Additional information regarding dividends payable on the Class A Preferred Shares can be found under the heading "Description of the Capital Structure of Pembina – Class A Preferred Shares" herein.
The following table sets forth the amount of monthly cash dividends paid by Pembina on its Class A Preferred Shares in 2018, 2019, 2020 and to date in 2021.
Cash Dividends Per Class A Preferred Share
Quarterly Payment Date(1)
Series
1
Series
3
Series
5
Series
7
Series
9
Series 11(2)
Series 13
Series
15
Series
17
Series
19
Series 21(3)
Total
2018
Mar $0.265625 $0.293750 $0.312500 $0.281250 $0.296875 $0.359375 $0.359375 $0.279000 $0.312500 $0.312500 $0.281900 $3.354650
June $0.265625 $0.293750 $0.312500 $0.281250 $0.296875 $0.359375 $0.359375 $0.279000 $0.312500 $0.312500 $0.306250 $3.379000
Sept $0.265625 $0.293750 $0.312500 $0.281250 $0.296875 $0.359375 $0.359375 $0.279000 $0.312500 $0.312500 $0.306250 $3.379000
Dec $0.265625 $0.293750 $0.312500 $0.281250 $0.296875 $0.359375 $0.359375 $0.279000 $0.312500 $0.312500 $0.306250 $3.379000
2019
Mar
$0.306625 $0.293750 $0.312500 $0.281250 $0.296875 $0.359375 $0.359375 $0.279000 $0.312500 $0.312500 $0.306250 $3.379000
June $0.306625 $0.279875 $0.312500 $0.281250 $0.296875 $0.359375 $0.359375 $0.279000 $0.301313 $0.312500 $0.306250 $3.394938
Sept $0.306625 $0.279875 $0.285813 $0.281250 $0.296875 $0.359375 $0.359375 $0.279000 $0.301313 $0.312500 $0.306250 $3.368251
Dec $0.306625 $0.279875 $0.285813 $0.281250 $0.296875 $0.359375 $0.359375 $0.279000 $0.301313 $0.312500 $0.306250 $3.368251
2020
Mar
$0.306625 $0.279875 $0.285813 $0.273750 $0.296875 $0.359375 $0.359375 $0.279000 $0.301313 $0.312500 $0.306250 $3.360751
June $0.306625 $0.279875 $0.285813 $0.273750 $0.296875 $0.359375 $0.359375 $0.279000 $0.301313 $0.312500 $0.306250 $3.360751
Sept $0.306625 $0.279875 $0.285813 $0.273750 $0.296875 $0.359375 $0.359375 $0.279000 $0.301313 $0.292750 $0.306250 $3.341001
Dec $0.306625 $0.279875 $0.285813 $0.273750 $0.296875 $0.359375 $0.359375 $0.279000 $0.301313 $0.292750 $0.306250 $3.341001
2021
Mar(4)
$0.306625 $0.279875 $0.285813 $0.273750 $0.296875 $0.359375 $0.359375 $0.279000 $0.301313 $0.292750 $0.306250 $3.341001
Quarterly Payment Date(1)
Series 23(5)
Series 25(6)
Total
2020
Feb $0.328125 $0.325000 $0.653125
May
$0.328125 $0.325000 $0.653125
Aug $0.328125 $0.325000 $0.653125
Nov $0.328125 $0.325000 $0.653125
2021
Feb $0.328125 $0.325000 $0.63125
Notes:
(1)    A holder of Series 1, 3, 5, 7, 9, 11, 13 and 21 Class A Preferred Shares is entitled to receive a fixed, cumulative preferential dividend payable quarterly on the first day of March, June, September and December, as declared by the Board of Directors. A holder of Series 15, 17 and 19 Class A Preferred Shares is entitled to receive a fixed, cumulative preferential dividend payable quarterly on the last day of March, June, September and December, as declared by the Board of Directors. A holder of Series 23 and 25 Class A Preferred Shares is entitled to receive a fixed, cumulative preferential dividend payable quarterly on the 15th day of February, May, August and November, as declared by the Board of Directors. A holder of the Series 2021-A Class A Preferred Shares shall not be entitled to receive any dividends, nor shall any dividends accumulate or accrue, on the Series 2021-A Class A Preferred Shares prior to delivery to the holders of the Subordinated Notes, Series 1 following the occurrence of certain bankruptcy or insolvency events
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in respect of Pembina. Thereafter, holders of the Series 2021-A Class A Preferred Shares will be entitled to receive a fixed, cumulative preferential dividend payable semi-annually on the 25th day of January and July, as declared by the Board of Directors.
(2)    On January 25, 2021, Pembina announced its intention to redeem all of its 6.8 million issued and outstanding Series 11 Class A Preferred Shares on March 1, 2021 for a redemption price equal to $25.00 per Series 11 Class A Preferred Share.
(3)    The initial dividend on the Series 21 Class A Preferred Shares was paid on March 1, 2018 for the period commencing on the date of issuance (December 7, 2017) up to but excluding March 1, 2018.
(4)    On January 6, 2021, Pembina announced that the Board of Directors had declared a quarterly dividend of $0.306625 per Series 1 Class A Preferred Share, $0.279875 per Series 3 Class A Preferred Share, $0.285813 per Series 5 Class A Preferred Share, $0.273750 per Series 7 Class A Preferred Share, $0.268875 per Series 9 Class A Preferred Share, $0.359375 per Series 11 Class A Preferred Share, $0.359375 per Series 13 Class A Preferred Share and $0.306250 per Series 21 Class A Preferred Share to be paid, subject to applicable law, on March 1, 2021 to holders of record on February 1, 2021. On January 6, 2021, Pembina announced that the Board of Directors had declared a quarterly dividend of $0.279000 per Series 15 Class A Preferred Share, $0.301313 per Series 17 Class A Preferred Share and $0.292750 per Series 19 Class A Preferred Share to be paid, subject to applicable law, on March 31, 2021 to holders of record on March 15, 2021.
(5)    The initial dividend on the Series 23 Class A Preferred Shares of $0.328125 for each share held was paid on February 18, 2020 for a full quarterly period up to but excluding February 15, 2020. Prior to the completion of the Kinder Morgan Canada Acquisition, the holders of KML Series 1 Preferred Shares were paid a quarterly dividend of $0.328125 by KML for each KML Series 1 Preferred Share held, with the final dividend being paid on November 15, 2019.
(6)     The initial dividend on the Series 25 Class A Preferred Shares of $0.325000 for each share held was paid on February 18, 2020 for a full quarterly period up to but excluding February 15, 2020. Prior to the completion of the Kinder Morgan Canada Acquisition, the holders of KML Series 3 Preferred Shares were paid a quarterly dividend of $0.325000 by KML for each KML Series 3 Preferred Share held., with the final dividend being paid on November 15, 2019.
MARKET FOR SECURITIES
Trading Price and Volume
The Common Shares are listed and traded on the TSX under the symbol "PPL". The Common Shares are also listed on the NYSE under the trading symbol "PBA". The following table sets forth the price ranges for and trading volumes of the Common Shares on the TSX for 2020, as reported by the TSX, and on the NYSE for 2020, as reported by NYSE.
TSX (PPL) NYSE (PBA)
Month High ($) Low ($) Close ($) Volume High (US$) Low (US$) Close (US$) Volume
January 51.30 47.32 50.68 42,846,356 39.32 36.49 38.31 21,784,449
February 53.79 45.93 48.35 35,354,669 40.65 34.14 36.12 21,048,137
March 49.37 15.27 26.40 123,980,144 37.02 10.58 18.81 67,388,811
April 33.58 23.45 31.92 74,557,908 24.18 16.47 22.94 43,884,008
May 36.32 29.98 34.40 52,566,622 26.16 21.27 25.03 25,128,031
June 38.43 31.92 33.94 50,015,297 28.71 23.36 25.00 25,127,716
July 34.67 31.26 32.55 38,009,198 25.66 23.03 24.34 19,114,289
August 35.92 32.11 32.30 29,568,545 27.14 24.03 24.74 17,306,823
September 33.25 27.57 28.26 48,496,510 25.38 20.50 21.23 23,559,214
October 30.10 26.86 27.89 39,228,688 22.89 20.10 20.93 25,203,410
November 34.60 26.77 33.12 49,590,825 26.60 20.53 25.49 25,453,918
December 34.84 29.96 30.10 56,035,748 27.39 23.48 23.66 21,741,178
The Series 1 Class A Preferred Shares, Series 3 Class A Preferred Shares, Series 5 Class A Preferred Shares, Series 7 Class A Preferred Shares, Series 9 Class A Preferred Shares, Series 11 Class A Preferred Shares, Series 13 Class A Preferred Shares, Series 15 Class A Preferred Shares, Series 17 Class A Preferred Shares, Series 19 Class A Preferred Shares, Series 21 Class A Preferred Shares, Series 23 Class A Preferred Shares and Series 25 Class A Preferred Shares are listed and traded on the TSX under the symbols "PPL.PR.A", "PPL.PR.C", "PPL.PR.E", "PPL.PR.G", "PPL.PR.I", "PPL.PR.K", "PPL.PR.M", "PPL.PR.O", "PPL.PR.Q", "PPL.PR.S", "PPL.PF.A", "PPL.PF.C" and "PPL.PF.E", respectively. The following tables set forth the price range for and trading volume of the Series 1, Series 3, Series 5, Series 7, Series 9, Series 11, Series 13, Series 15, Series 17, Series 19, Series 21, Series 23 and Series 25 Class A Preferred Shares on the TSX for 2020, all as reported by the TSX.
Series 1 (PPL.PR.A) Series 3 (PPL.PR.C) Series 5 (PPL.PR.E)
Month

High ($) Low ($) Close ($)
Volume

High ($) Low ($) Close ($)
Volume

High ($) Low ($) Close ($)
Volume

January 18.00 17.05 17.05 134,112 18.00 17.05 17.05 137,820 19.20 18.06 18.18 241,281
February 17.23 16.00 16.21 170,595 17.16 15.69 15.80 62,801 18.45 16.75 17.03 160,188
March 16.33 9.00 11.75 455,214 16.09 8.68 11.08 196,363 16.92 9.00 11.25 390,080
April 12.97 10.60 12.85 831,619 12.94 10.06 12.59 404,673 13.66 10.58 13.63 470,248
May 12.75 11.01 11.40 211,048 12.96 10.71 10.97 113,782 13.82 11.55 11.90 137,366
June 13.42 11.34 12.88 164,055 12.95 10.95