CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION(unaudited) |
($ mil ions) | June 30, 2022 | December 31, 2021 |
Assets |
Current assets |
Cash and cash equivalents | | | | 71 | 43 |
Trade receivables and other | | | | 990 | 812 |
Inventory | | | | 285 | 376 |
Derivative financial instruments (Note 12) | | | | 55 | 14 |
Assets held for sale (Note 14) | | | | 3,112 | — |
| | | | 4,513 | 1,245 |
Non-current assets |
Property, plant and equipment (Note 3) | | | | 15,530 | 18,193 |
Intangible assets and goodwil | | | | 6,025 | 6,238 |
Investments in equity accounted investees (Note 4) | | | | 4,538 | 4,622 |
Right-of-use assets | | | | 521 | 581 |
Finance lease receivable | | | | 222 | 211 |
Deferred tax assets | | | | 239 | 257 |
Derivative financial instruments and other assets (Note 12) | | | | 96 | 109 |
| | | | 27,171 | 30,211 |
Total assets | | | | 31,684 | 31,456 |
Liabilities and equity |
Current liabilities |
Trade payables and other | | | | 1,045 | 1,063 |
Loans and borrowings (Note 5) | | | | 1,475 | 1,000 |
Dividends payable | | | | 117 | 115 |
Lease liabilities | | | | 79 | 88 |
Contract liabilities (Note 8) | | | | 94 | 71 |
Derivative financial instruments (Note 12) | | | | 94 | 53 |
Liabilities related to assets held for sale (Note 14) | | | | 624 | — |
| | | | 3,528 | 2,390 |
Non-current liabilities |
Loans and borrowings (Note 5) | | | | 9,071 | 9,645 |
Subordinated hybrid notes (Note 5) | | | | 595 | 594 |
Lease liabilities | | | | 600 | 635 |
Decommissioning provision (Note 6) | | | | 233 | 412 |
Contract liabilities (Note 8) | | | | 132 | 220 |
Deferred tax liabilities | | | | 2,578 | 3,011 |
Other liabilities | | | | 158 | 186 |
| | | | 13,367 | 14,703 |
Total liabilities | | | | 16,895 | 17,093 |
Equity |
Attributable to shareholders | | | | 14,729 | 14,303 |
Attributable to non-control ing interest | | | | 60 | 60 |
Total equity | | | | 14,789 | 14,363 |
Total liabilities and equity | | | | 31,684 | 31,456 |
Subsequent events (note 5 and 14)See accompanying notes to the condensed consolidated interim financial statements |
| | | | | | Pembina Pipeline Corporation Second Quarter 2022 45 |
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME(unaudited) |
| 3 Months Ended June 30 | 6 Months Ended June 30 |
| | | | 2021 | | | 2021 |
($ mil ions, except per share amounts) | | | 2022 | | (Restated Note 15) | 2022 | | (Restated Note 15) |
Revenue (Note 8) | | | | | | | | | | 3,095 | | | 1,902 | 6,133 | | | | | 3,918 |
Cost of sales (Note 10) | | | | | | | | | | 2,474 | | | 1,372 | 4,718 | | | | | 2,736 |
(Gain) Loss on commodity-related derivative financial |
instruments (Note 12) | | | | | | | | | | (16) | 32 | | 6 | 125 |
Share of profit from equity accounted investees (Note 4) | | | | | | | | | | 74 | 52 | | 159 | 123 |
Gross profit | | | | | | | | | | 711 | 550 | 1,568 | | | | | 1,180 |
General and administrative | | | | | | | | | | 90 | 79 | | 197 | 166 |
Other (income) expense | | | | | | | | | | (18) | 25 | | (10) | 29 |
Impairment expense | | | | | | | | | | — | 23 | | — | 35 |
Results from operating activities | | | | | | | | | | 639 | 423 | 1,381 | | | | | 950 |
Net finance costs (Note 9) | | | | | | | | | | 124 | 95 | | 233 | 199 |
Earnings before income tax | | | | | | | | | | 515 | 328 | 1,148 | | | | | 751 |
Current tax expense | | | | | | | | | | 54 | 56 | | 175 | 114 |
Deferred tax expense | | | | | | | | | | 43 | 18 | | 74 | 63 |
Income tax expense | | | | | | | | | | 97 | 74 | | 249 | 177 |
Earnings | | | | | | | | | | 418 | 254 | | 899 | 574 |
Other comprehensive income (loss), net of tax (Note 11 & 12) |
Exchange gain (loss) on translation of foreign operations | | | | | | | | | | 116 | (59) | | 70 | (122) |
Impact of hedging activities | | | | | | | | | | (8) | 3 | | 8 | 11 |
Total comprehensive income attributable to shareholders | | | | | | | | | | 526 | 198 | | 977 | 463 |
Earnings attributable to common shareholders, net of |
preferred share dividends | | | | | | | | | | 385 | 218 | | 832 | 499 |
Earnings per common share – basic (dol ars) | | | | | | | | | | 0.70 | 0.39 | | 1.51 | 0.91 |
Earnings per common share – diluted (dol ars) | | | | | | | | | | 0.69 | 0.39 | | 1.50 | 0.91 |
Weighted average number of common shares (mil ions) |
Basic | | | | | | | | | | 554 | 550 | | 552 | 550 |
Diluted | | | | | | | | | | 557 | 551 | | 555 | 551 |
See accompanying notes to the condensed consolidated interim financial statements |
46 | Pembina Pipeline Corporation Second Quarter 2022 |
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY(unaudited) |
| Attributable to Shareholders of the Company |
| | | Common | Preferred | | | | | | | Non- |
| | Total | Share | | | Share | | | | | Control ing |
| | Equity | ($ mil ions) | Capital | | | Capital | Deficit | AOCI(1) | Total | Interest |
December 31, 2021 | | | | 15,678 | | | 2,517 | (3,920) | 28 | 14,303 | 60 | 14,363 |
Total comprehensive income |
Earnings | | | | — | | | — | 899 | — | 899 | — | 899 |
Other comprehensive income (Note 11) | | | | — | | | — | — | 78 | 78 | — | 78 |
Total comprehensive income | | | | — | | | — | 899 | 78 | 977 | — | 977 |
Transactions with shareholders of the Company (Note 7) |
Part VI.1 tax on preferred shares | | | | — | | | (5) | — | — | (5) | — | (5) |
Repurchase of common shares | | | | (56) | | | — | (38) | — | (94) | — | (94) |
Share-based payment transactions | | | | 307 | | | — | — | — | 307 | — | 307 |
Dividends declared – common | | | | — | | | — | (696) | — | (696) | — | (696) |
Dividends declared – preferred | | | | — | | | — | (63) | — | (63) | — | (63) |
Total transactions with shareholders of the Company | | | | 251 | | | (5) | (797) | — | (551) | — | (551) |
June 30, 2022 | | | | 15,929 | | | 2,512 | (3,818) | 106 | 14,729 | 60 | 14,789 |
December 31, 2020 | | | | 15,644 | | | 2,946 | (3,637) | 2 | 14,955 | 60 | 15,015 |
Total comprehensive income (loss) |
Earnings | | | | — | | | — | 574 | — | 574 | — | 574 |
Other comprehensive loss (Note 11) | | | | — | | | — | — | (111) | (111) | — | (111) |
Total comprehensive income (loss) | | | | — | | | — | 574 | (111) | 463 | — | 463 |
Transactions with shareholders of the Company (Note 7) |
Part VI.1 tax on preferred shares | | | | — | | | (4) | — | — | (4) | — | (4) |
Preferred shares redemption | | | | — | | | (420) | — | — | (420) | — | (420) |
Share-based payment transactions | | | | 17 | | | — | — | — | 17 | — | 17 |
Dividends declared – common | | | | — | | | — | (693) | — | (693) | — | (693) |
Dividends declared – preferred | | | | — | | | — | (71) | — | (71) | — | (71) |
Total transactions with shareholders of the Company | | | | 17 | | | (424) | (764) | — | (1,171) | — | (1,171) |
June 30, 2021 | | | | 15,661 | | | 2,522 | (3,827) | (109) | 14,247 | 60 | 14,307 |
(1) | Accumulated Other Comprehensive Income (loss) ("AOCI"). |
See accompanying notes to the condensed consolidated interim financial statements |
| | | | Pembina Pipeline Corporation Second Quarter 2022 47 |
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS(unaudited) |
| 3 Months Ended June 30 | 6 Months Ended June 30 |
($ mil ions) | | | 2022 | 2021 | 2022 | 2021 |
Cash provided by (used in)Operating activitiesEarnings |
| | | | | | | | 418 | 254 | 899 | 574 |
Adjustments for: |
Share of profit from equity accounted investees | | | | | | | | (74) | (52) | (159) | (123) |
Distributions from equity accounted investees | | | | | | | | 145 | 112 | 300 | 227 |
Depreciation and amortization | | | | | | | | 198 | 188 | 375 | 363 |
Impairment expense | | | | | | | | — | 23 | — | 35 |
Unrealized (gain) loss on commodity-related derivative |
financial instruments | | | | | | | | (65) | (1) | (90) | 4 |
Net finance costs (Note 9) | | | | | | | | 124 | 95 | 233 | 199 |
Net interest paid | | | | | | | | (100) | (88) | (219) | (197) |
Income tax expense | | | | | | | | 97 | 74 | 249 | 177 |
Taxes paid | | | | | | | | (86) | (69) | (238) | (196) |
Share-based compensation expense | | | | | | | | 25 | 29 | 72 | 57 |
Share-based compensation payment | | | | | | | | — | — | (45) | (32) |
Net change in contract liabilities | | | | | | | | 34 | 14 | 40 | 19 |
Other | | | | | | | | (9) | 3 | (16) | 10 |
Change in non-cash operating working capital | | | | | | | | (103) | 2 | (142) | (77) |
Cash flow from operating activities | | | | | | | | 604 | 584 | 1,259 | 1,040 |
Financing activities |
Net increase in bank borrowings | | | | | | | | 105 | 289 | 21 | 186 |
Proceeds from issuance of long-term debt, net of issue costs | | | — | — | — | 593 |
Repayment of long-term debt | | | | | | | | (75) | — | (125) | (250) |
Repayment of lease liability | | | | | | | | (22) | (17) | (45) | (41) |
Exercise of stock options | | | | | | | | 205 | 2 | 302 | 3 |
Repurchase of common shares | | | | | | | | (66) | — | (94) | — |
Redemption of preferred shares | | | | | | | | — | (250) | — | (420) |
Common share dividends paid | | | | | | | | (349) | (347) | (696) | (693) |
Preferred share dividends paid | | | | | | | | (32) | (35) | (63) | (72) |
Cash flow used in financing activities | | | | | | | | (234) | (358) | (700) | (694) |
Investing activities |
Capital expenditures | | | | | | | | (152) | (146) | (331) | (273) |
Contributions to equity accounted investees | | | | | | | | (6) | — | (25) | (12) |
Acquisitions | | | | | | | | — | (37) | — | (37) |
Receipt of finance lease payments | | | | | | | | 3 | 3 | 6 | 6 |
Interest paid during construction | | | | | | | | (7) | (5) | (15) | (14) |
Recovery of assets or proceeds from sale of assets | | | | | | | | 25 | 12 | 25 | 12 |
Advances to related parties | | | | | | | | — | — | — | (10) |
Changes in non-cash investing working capital and other | | | | | | | | (47) | (46) | (48) | (48) |
Cash flow used in investing activities | | | | | | | | (184) | (219) | (388) | (376) |
Change in cash and cash equivalents | | | | | | | | 186 | 7 | 171 | (30) |
Cash transferred to assets held for sale (Note 14) | | | | | | | | (147) | — | (147) | — |
Effect of movement in exchange rates on cash held | | | | | | | | 4 | 5 | 4 | 6 |
Cash and cash equivalents, beginning of period | | | | | | | | 28 | 45 | 43 | 81 |
Cash and cash equivalents, end of period | | | | | | | | 71 | 57 | 71 | 57 |
See accompanying notes to the condensed consolidated interim financial statements |
48 | Pembina Pipeline Corporation Second Quarter 2022 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
1. REPORTING ENTITY |
Pembina Pipeline Corporation ("Pembina" or the "Company") is a Calgary-based, leading energy transportation and midstream service provider that has served North America's energy industry for more than 65 years. These condensed consolidated unaudited interim financial statements ("Interim Financial Statements") include the accounts of the Company, its subsidiary companies, partnerships and any investments in associates and joint arrangements as at and for the three and six months ended June 30, 2022. |
Pembina owns an integrated network of hydrocarbon liquids and natural gas pipelines, gas gathering and processing facilities, oil and natural gas liquids infrastructure and logistics services, and a growing export terminals business. Pembina's integrated assets and commercial operations along the majority of the hydrocarbon value chain al ow it to offer a ful spectrum of midstream and marketing services to the energy sector. |
These Interim Financial Statements and the notes hereto have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board. The accounting policies applied are in accordance with International Financial Reporting Standards ("IFRS"), are consistent with the audited annual consolidated financial statements of the Company as at and for the year ended December 31, 2021 ("Consolidated Financial Statements"), except as noted below, and should be read in conjunction with those Consolidated Financial Statements. The Interim Financial Statements were authorized for issue by Pembina's Board of Directors on August 4, 2022. |
Assets Held for Sale |
Non-current assets, or disposal groups comprising of assets and liabilities, are classified as held-for-sale if it is highly probable that they wil be recovered primarily through sale rather than through continued use. |
Such assets, or disposal groups, are general y measured at the lower of their carrying amount and fair value less costs to sel . Any impairment loss on a disposal group is al ocated first to goodwil , and then to the remaining assets and liabilities on a pro rata basis, except that no loss is al ocated to inventories, financial assets, deferred tax assets, or employee benefit assets, which continue to be measured in accordance with the Company's other accounting policies. Impairment losses on initial classification as held-for-sale and subsequent gains and losses on remeasurement are recognized to earnings. |
Once classified as held-for-sale, intangible assets and property, plant and equipment are no longer amortized or depreciated. |
Use of Estimates and Judgments |
Management is required to make estimates and assumptions and use judgment in the application of accounting policies that could have a significant impact on the amounts recognized in the Interim Financial Statements. Actual results may differ from estimates and those differences may be material. By their nature, judgments and estimates may change in light of new facts and circumstances in the internal and external environment. There have been no material changes to Pembina's critical accounting estimates and judgments during the three and six months ended June 30, 2022. |
| Pembina Pipeline Corporation Second Quarter 2022 49 |
2. DETERMINATION OF FAIR VALUES |
A number of the Company's accounting policies and disclosures require the determination of fair value for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the methods set out in the Consolidated Financial Statements. These methods have been applied consistently to al periods presented in these Interim Financial Statements. |
Impacts of Geopolitical Events in Eastern Europe and the Ongoing COVID-19 Pandemic |
Measuring fair values using significant unobservable inputs has become more chal enging in the current environment, where the geopolitical events in Eastern Europe and continuing events and conditions related to the COVID-19 pandemic are driving significant volatility in commodity prices and currencies, disruption of business operations and a significant increase in economic uncertainty and inflation. Management applied its judgment in determining the impact of the significant uncertainties created by these events and conditions on the assessed fair values of assets and liabilities in the Interim Financial Statements. |
3. PROPERTY, PLANT AND EQUIPMENT |
| | | | Cavern |
| Land and | | Facilities and | Storage and | Assets Under |
($ mil ions) | Land Rights | Pipelines | Equipment | Other | Construction | Total |
CostBalance at December 31, 2021 |
| | 456 | 9,279 | | | | | 9,384 | 2,084 | | | | 915 | 22,118 |
Additions and transfers | | | | | | | | | 20 | 605 | | | | | 116 | 47 | | | | (466) | 322 |
Change in decommissioning provision | | | | | | | | | — | (20) | | | | | (100) | (25) | | | | — | (145) |
Disposals and other | | | | | | | | | — | (55) | | | | | (79) | (9) | | | | — | (143) |
Foreign exchange | | | | | | | | | 1 | 15 | | | | 7 | — | | | | — | 23 |
Transfers to assets held for sale (Note 14) | | | | | | | | | (2) | (475) | | | | | (2,442) | (104) | | | | (20) | (3,043) |
Balance at June 30, 2022 | | 475 | 9,349 | | | | | 6,886 | 1,993 | | | | 429 | 19,132 |
DepreciationBalance at December 31, 2021 |
| | | | | | | | | 26 | 2,015 | | | | | 1,421 | 463 | | | | — | 3,925 |
Depreciation | | | | | | | | | 3 | 96 | | | | 125 | 40 | | | | — | 264 |
Disposals and other | | | | | | | | | — | (41) | | | | | (36) | (3) | | | | — | (80) |
Transfers to assets held for sale (Note 14) | | | | | | | | | — | (85) | | | | | (384) | (38) | | | | — | (507) |
Balance at June 30, 2022 | | | | | | | | | 29 | 1,985 | | | | | 1,126 | 462 | | | | — | 3,602 |
Carrying amountsBalance at December 31, 2021 |
| | 430 | 7,264 | | | | | 7,963 | 1,621 | | | | 915 | 18,193 |
Balance at June 30, 2022 | | 446 | 7,364 | | | | | 5,760 | 1,531 | | | | 429 | 15,530 |
50 | Pembina Pipeline Corporation Second Quarter 2022 |
4. INVESTMENTS IN EQUITY ACCOUNTED INVESTEES |
| | Share of Profit from Equity Accounted |
| | | Investees |
| | | | Investments in Equity Accounted |
| Ownership Interest (percent) | | | | Investees | 6 Months Ended June 30 |
($ mil ions) | June 30, 2022 December 31, 2021 | | 2022 | | | | 2021 | June 30, 2022 December 31, 2021 |
Al iance | | | | | | | | 50 | 50 | 85 | | | | 59 | 2,623 | | | | 2,686 |
Aux Sable | 42.7 - 50 | | | | | | | | | 42.7 - 50 | 32 | | | | 13 | 354 | | | | 377 |
Ruby(1) | | | | | | | | | | | | — | — | — | | | | 13 | — | | | | — |
Veresen Midstream | | | | | | | | 45 | 45 | 39 | | | | 35 | 1,335 | | | | 1,349 |
Cedar LNG | | | | | | | | 49.9 | | 49.9 | — | | | | — | 139 | | | | 130 |
Other(2) | | | | | | | | 50 - 75 | | 50 - 75 | 3 | | | | 3 | 87 | | | | 80 |
| | | 159 | | | | 123 | 4,538 | | | | 4,622 |
(1) | Pembina owns a 50 percent convertible preferred interest in Ruby. |
(2) | Other includes Pembina's interest in CKPC, Grand Val ey and Fort Corp. |
At June 30, 2022, Pembina had U.S. $1.3 bil ion in investments in equity accounted investees held by entities whose functional currency is the U.S. dol ar. The resulting foreign exchange gains and losses are included in other comprehensive income. For the three and six months ended June 30, 2022, Pembina recognized a gain of $48 mil ion and a gain of $29 mil ion (2021: $23 mil ion loss and $43 mil ion loss), respectively. |
Financing Activities for Equity Accounted Investees |
Ruby Pipeline, L.L.C. ("Ruby Pipeline"), a whol y-owned subsidiary of Ruby, had U.S. $475 mil ion principal amount of unsecured notes that matured on April 1, 2022 (the "2022 Notes"). Although Ruby Pipeline has sufficient liquidity to operate its business, it lacked sufficient liquidity to satisfy its obligations under the 2022 Notes on the maturity date of April 1, 2022. Accordingly, on March 31, 2022, Ruby Pipeline filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The risks and uncertainties surrounding the Chapter 11 proceedings raise substantial doubt as to Ruby Pipeline's ability to continue as a going concern. |
Pembina does not have any financial commitments or obligations in respect of the debts or obligations of Ruby Pipeline, including in respect of the 2022 Notes, nor is Pembina contractual y obligated to provide any further contributions or funding to Ruby. |
| | | Pembina Pipeline Corporation Second Quarter 2022 51 |
5. LONG-TERM DEBT |
This note provides information about the contractual terms of Pembina's interest-bearing long-term debt, which are measured at amortized cost. |
Carrying Value, Terms and Conditions, and Debt Maturity Schedule |
| | | | | | Carrying Value |
| Authorized at June | | Nominal | Year of |
($ mil ions) | | 30, 2022 | Interest Rate | Maturity | June 30, 2022 December 31, 2021 |
Loans and borrowingsSenior unsecured credit facilities(1)(3)(4) |
| | 3,267 | 2.87(2) | Various(1) | | 859 | 907 |
Senior unsecured medium-term notes series 2 | | 450 | 3.77 | 2022 | | 450 | 450 |
Senior unsecured medium-term notes series 3 | | 450 | 4.75 | 2043 | | 447 | 447 |
Senior unsecured medium-term notes series 4 | | 600 | 4.81 | 2044 | | 597 | 597 |
Senior unsecured medium-term notes series 5 | | 450 | 3.54 | 2025 | | 449 | 449 |
Senior unsecured medium-term notes series 6 | | 500 | 4.24 | 2027 | | 499 | 499 |
Senior unsecured medium-term notes series 7 | | 600 | 3.71 | 2026 | | 602 | 602 |
Senior unsecured medium-term notes series 8 | | 650 | 2.99 | 2024 | | 649 | 648 |
Senior unsecured medium-term notes series 9 | | 550 | 4.74 | 2047 | | 542 | 542 |
Senior unsecured medium-term notes series 10 | | 650 | 4.02 | 2028 | | 659 | 660 |
Senior unsecured medium-term notes series 11 | | 800 | 4.75 | 2048 | | 840 | 841 |
Senior unsecured medium-term notes series 12 | | 650 | 3.62 | 2029 | | 653 | 654 |
Senior unsecured medium-term notes series 13 | | 700 | 4.54 | 2049 | | 712 | 712 |
Senior unsecured medium-term notes series 14 | | 600 | 2.56 | 2023 | | 600 | 599 |
Senior unsecured medium-term notes series 15 | | 600 | 3.31 | 2030 | | 597 | 597 |
Senior unsecured medium-term notes series 16 | | 400 | 4.67 | 2050 | | 397 | 397 |
Senior unsecured medium-term notes series 17 | | 500 | 3.53 | 2031 | | 497 | 497 |
Senior unsecured medium-term notes series 18 | | 500 | 4.49 | 2051 | | 497 | 497 |
Senior unsecured medium-term notes series 3A | | | | | | | | — | 5.05 | 2022 | | — | 50 |
Total loans and borrowings | | | | | | | | | | 10,546 | 10,645 |
Less current portion loans and borrowings | | | | | | | | | | (1,475) | (1,000) |
Total non-current loans and borrowings | | | | | | | | | | 9,071 | 9,645 |
Subordinated hybrid notesSubordinated notes, series 1 |
| | 600 | 4.80 | 2081 | | 595 | 594 |
(1) | Pembina's unsecured credit facilities include a $2.5 bil ion revolving facility that matures in June 2026, a $425 mil ion non-revolving term loan that matures in August 2022, a |
U.S. $250 mil ion non-revolving term loan that matures in May 2025 and a $20 mil ion operating facility that matures in May 2023, which is typical y renewed on an annual |
basis. |
(2) | The nominal interest rate is the weighted average of al drawn credit facilities based on Pembina's credit rating at June 30, 2022. Borrowings under the credit facilities bear |
interest at prime, Bankers' Acceptance, or LIBOR rates, plus applicable margins. |
(3) | Includes U.S. $250 mil ion variable rate debt outstanding at June 30, 2022 (December 31, 2021: U.S. $250 mil ion). |
(4) | The U.S. dol ar denominated non-revolving term loan is designated as a hedge of the Company’s net investment in selected foreign operations with a U.S. dol ar functional |
currency. Refer to Note 12 for foreign exchange risk management. |
On March 14, 2022, Pembina's $50 mil ion senior unsecured medium term notes, series 3A, matured and were ful y repaid. |
On June 24, 2022, Pembina repaid $75 mil ion on its non-revolving term loan. As at June 30, 2022 the non-revolving term loan has an outstanding balance of $425 mil ion. |
52 | Pembina Pipeline Corporation Second Quarter 2022 |
Fol owing the second quarter of 2022, on July 27, 2022, Pembina's $2.5 bil ion unsecured revolving credit facility (the "Revolving Facility") was replaced with two credit facilities: an unsecured $1.0 bil ion sustainability linked revolving credit facility (the "SLL Credit Facility") and an amendment and restatement of the Revolving Facility into an unsecured $1.5 bil ion revolving credit facility, which includes a $750 mil ion accordion feature and matures in June 2027 (the "New Revolving Facility"). The SLL Credit Facility contains pricing adjustments that reduce or increase borrowing costs based on Pembina's performance relative to a greenhouse gas ("GHG") emissions intensity reduction performance target. Previously, Pembina announced its commitment to reduce its GHG emissions intensity by 30 percent by 2030, relative to baseline 2019 levels. The specific terms of the SLL Credit Facility include annual intermediate targets that align with Pembina's trajectory towards its 2030 goal. The SLL Credit Facility has a term of four years, maturing June 1, 2026. |
With the exception of the sustainability linked adjustments to borrowing costs, the terms and conditions of the SLL Credit Facility and the New Revolving Facility, including financial covenants, are substantial y similar to each other and are substantial y similar to the Revolving Facility. |
6. DECOMMISSIONING PROVISION |
($ mil ions) | 2022 |
Balance at January 1 | | | 412 |
Unwinding of discount rate | | | 8 |
Change in rates | | | (185) |
Transfers to liabilities related to assets held for sale (Note 14) | | | (20) |
Change in cost estimates and other | | | 18 |
Balance at June 30 | | | 233 |
Pembina's decommissioning provision decreased by $179 mil ion for the six months ended June 30, 2022 primarily due to an increase in the credit-adjusted risk free rates of 5.8 percent to 6.8 percent (December 31, 2021: 3.3 percent to 4.7 percent) and a change to inflation of 2.0 percent (December 31, 2021: 1.8 percent). |
| | | Pembina Pipeline Corporation Second Quarter 2022 53 |
7. SHARE CAPITAL |
Common Share Capital |
| Number of |
| Common Shares | Common |
($ mil ions, except as noted) | (mil ions) | Share Capital |
Balance at December 31, 2021 | | | | 550 | 15,678 |
Share-based payment transactions | | | | 7 | 307 |
Repurchased | | | | (2) | (56) |
Balance at June 30, 2022 | | | | 555 | 15,929 |
Share Repurchase ProgramOn March 8, 2022, the Toronto Stock Exchange ("TSX") accepted the renewal of Pembina's normal course issuer bid (the "NCIB") that al ows the Company to repurchase, at its discretion, up to five percent of the Company's outstanding common shares (representing approximately 27.5 mil ion common shares) through the facilities of the TSX, the New York Stock Exchange and/or alternative Canadian trading systems or as otherwise permitted by applicable securities law, subject to certain restrictions on the number of common shares that may be purchased on a single day. Common shares purchased by the Company under the NCIB wil be cancel ed. The NCIB commenced on March 10, 2022 and wil terminate on March 9, 2023 or on such earlier date as the Company has purchased the maximum number of common shares permitted pursuant to the notice of intention under the NCIB or at such time Pembina determines to no longer make purchases thereunder. |
The fol owing table summarizes Pembina's share repurchases under its NCIB: |
(mil ions, except as noted) | June 30, 2022 | | | | December 31, 2021 |
Number of common shares repurchased for cancel ation (thousands) | | | | 1,975 | 450 |
Average price per share | $47.73 | $37.77 |
Total cost(1) | | | | 94 | | 17 |
(1) | Total cost includes $56 mil ion (2021: $13 mil ion) charged to share capital and $38 mil ion (2021: $4 mil ion) charged to deficit. |
Preferred Share Capital |
| | | Number of Preferred |
| Shares | Preferred |
($ mil ions, except as noted) | (mil ions) | Share Capital |
Balance at December 31, 2021 | | | | 105 | 2,517 |
Part VI.1 tax | | | | — | | (5) |
Balance at June 30, 2022 | | | | 105 | 2,512 |
54 | Pembina Pipeline Corporation Second Quarter 2022 |
Dividends |
The fol owing dividends were declared by Pembina: |
6 Months Ended June 30($ mil ions) |
| 2022 | 2021 |
Common shares |
$1.26 per common share (2021: $1.26) | 696 | 693 |
Class A preferred shares |
$0.61 per Series 1 Class A Preferred Share (2021: $0.61) | 6 | 6 |
$0.56 per Series 3 Class A Preferred Share (2021: $0.56) | 3 | 3 |
$0.57 per Series 5 Class A Preferred Share (2021: $0.57) | 6 | 6 |
$0.54 per Series 7 Class A Preferred Share (2021: $0.54) | 5 | 5 |
$0.53 per Series 9 Class A Preferred Share (2021: $0.53) | 5 | 5 |
nil per Series 11 Class A Preferred Share (2021: $0.24) | | | | — | 2 |
nil per Series 13 Class A Preferred Share (2021: $0.59) | | | | — | 6 |
$0.56 per Series 15 Class A Preferred Share (2021: $0.56) | | | | 4 | 4 |
$0.60 per Series 17 Class A Preferred Share (2021: $0.60) | | | | 4 | 4 |
$0.59 per Series 19 Class A Preferred Share (2021: $0.59) | | | | 5 | 5 |
$0.61 per Series 21 Class A Preferred Share (2021: $0.61) | | | | 10 | 10 |
$0.66 per Series 23 Class A Preferred Share (2021: $0.66) | | | | 8 | 8 |
$0.65 per Series 25 Class A Preferred Share (2021: $0.65) | | | | 7 | 7 |
| 63 | 71 |
On July 6, 2022, Pembina announced that its Board of Directors had declared a dividend of $0.21 per common share in the total amount of $117 mil ion, payable on August 15, 2022 to shareholders of record on July 25, 2022. |
Pembina's Board of Directors also declared quarterly dividends for Pembina's Class A preferred shares on July 6, 2022 as outlined in the fol owing table: |
| | | | | | | Dividend Amount |
Series | | | | Record Date | Payable Date | Per Share Amount | | ($ mil ions) |
Series 1 | | | | August 2, 2022 | September 1, 2022 | $0.306625 | 3 |
Series 3 | | | | August 2, 2022 | September 1, 2022 | $0.279875 | 2 |
Series 5 | | | | August 2, 2022 | September 1, 2022 | $0.285813 | 3 |
Series 7 | | | | August 2, 2022 | September 1, 2022 | $0.273750 | 3 |
Series 9 | | | | August 2, 2022 | September 1, 2022 | $0.268875 | 2 |
Series 15 | | | | | | | | | September 15, 2022 | October 3, 2022 | $0.279000 | 2 |
Series 17 | | | | | | | | | September 15, 2022 | October 3, 2022 | $0.301313 | 2 |
Series 19 | | | | | | | | | September 15, 2022 | October 3, 2022 | $0.292750 | 2 |
Series 21 | | | | August 2, 2022 | September 1, 2022 | $0.306250 | 5 |
Series 23 | | | | August 2, 2022 | August 15, 2022 | $0.328125 | 4 |
Series 25 | | | | August 2, 2022 | August 15, 2022 | $0.325000 | 3 |
| | | | | Pembina Pipeline Corporation Second Quarter 2022 55 |
8. REVENUE |
Revenue has been disaggregated into categories to reflect how the nature, timing and uncertainty of revenue and cash flows are affected by economic factors. |
a. Revenue Disaggregation |
| 2022 | 2021 |
| Marketing | Marketing |
3 Months Ended June 30 |
| | | | | & New | | | & New |
| | | Pipelines | Facilities | Ventures | | | | | Total Pipelines | Facilities | Ventures | | | | | | | Total | ($ mil ions)Take-or-pay(1) |
| | | | 413 | 195 | | | | — | 608 | | | | 389 | 180 | | | | | | — | 569 |
Fee-for-service(1) | | | | 111 | 32 | | | | — | 143 | | | | 93 | 36 | | | | | | — | 129 |
Product sales(2)(3) | | | | | | | | | | | — | — | | | | 2,300 | 2,300 | | | | — | — | | | | | | 1,163 | 1,163 |
Revenue from contracts with customers | | | | 524 | 227 | | | | 2,300 | 3,051 | | | | 482 | 216 | | | | | | 1,163 | 1,861 |
Operational finance lease income | | | | 6 | — | | | | — | 6 | 4 | — | | | | | | — | 4 |
Fixed operating lease income | | | | | | | | | | | 29 | 9 | | | | — | 38 | | | | 28 | 9 | | | | | | — | 37 |
Total external revenue | | | | 559 | 236 | | | | 2,300 | 3,095 | | | | 514 | 225 | | | | | | 1,163 | 1,902 |
(1) | Revenue recognized over time. |
(2) | Revenue recognized at a point in time. |
(3) | Comparative 2021 period has been restated. See Note 15 to the Interim Financial Statements for further details. |
| 2022 | 2021 |
| Marketing | Marketing |
6 Months Ended June 30 |
| | | | | & New | | | & New |
| | | Pipelines | Facilities | Ventures | | | | | Total Pipelines | Facilities | Ventures | | | | | | | Total | ($ mil ions)Take-or-pay(1) |
| | | | 801 | 390 | | | | — | 1,191 | | | | 788 | 364 | | | | | | — | 1,152 |
Fee-for-service(1) | | | | 216 | 65 | | | | — | 281 | | | | 172 | 76 | | | | | | — | 248 |
Product sales(2)(3) | | | | | | | | | | | — | — | | | | 4,571 | 4,571 | | | | — | — | | | | | | 2,434 | 2,434 |
Revenue from contracts with customers | | | | 1,017 | 455 | | | | 4,571 | 6,043 | | | | 960 | 440 | | | | | | 2,434 | 3,834 |
Operational finance lease income | | | | | | | | | | | 13 | 1 | | | | — | 14 | 8 | — | | | | | | — | 8 |
Fixed operating lease income | | | | | | | | | | | 58 | 18 | | | | — | 76 | | | | 58 | 18 | | | | | | — | 76 |
Total external revenue | | | | 1,088 | 474 | | | | 4,571 | 6,133 | | | | 1,026 | 458 | | | | | | 2,434 | 3,918 |
(1) | Revenue recognized over time. |
(2) | Revenue recognized at a point in time. |
(3) | Comparative 2021 period has been restated. See Note 15 to the Interim Financial Statements for further details. |
b. Contract Liabilities |
Significant changes in the contract liabilities balances during the period are as fol ows: |
| | | | 6 Months Ended June 30, 2022 | | | | | | 12 Months Ended December 31, 2021 |
| Other | | | | | Total | Other | | | | | | | Total |
| Contract | | | | | Contract | Contract | | | | | | | Contract |
($ mil ions) | | | Take-or-Pay | Liabilities | | | | | Liabilities | | | | Take-or-Pay | Liabilities | | | | | | | Liabilities |
Opening balance | | | | 3 | 288 | 291 | 3 | 289 | 292 |
Additions (net in the period) | | | | 27 | 66 | 93 | — | 64 | 64 |
Revenue recognized from contract liabilities(1) | | | | — | (63) | (63) | — | (65) | (65) |
Transfers to liabilities related to assets held for sale |
(Note 14) | | | | (3) | (92) | (95) | — | — | — |
Closing balance | | | | 27 | 199 | 226 | 3 | 288 | 291 |
Less current portion(2) | | | | (27) | (67) | (94) | (3) | (68) | (71) |
Ending balance | | | | — | 132 | 132 | — | 220 | 220 |
(1) | Recognition of revenue related to performance obligations satisfied in the current period that were included in the opening balance of contract liabilities. |
(2) | As at June 30, 2022, the balance includes $27 mil ion of cash col ected under take-or-pay contracts which wil be recognized within one year as the customer chooses to ship, |
process, or otherwise forego the associated service. |
56 | Pembina Pipeline Corporation Second Quarter 2022 |
Contract liabilities depict Pembina's obligation to perform services in the future for cash and non-cash consideration which have been received from customers. Contract liabilities include up-front payments or non-cash consideration received from customers for future transportation, processing and storage services. Contract liabilities also include consideration received from customers for take-or-pay commitments where the customer has a make-up right to ship or process future volumes under a firm contract. These amounts are non-refundable should the customer not use its make-up rights. |
In al instances where goods or services have been transferred to a customer in advance of the receipt of customer consideration, Pembina's right to consideration is unconditional and has therefore been presented as a receivable. |
9. NET FINANCE COSTS |
| 3 Months Ended June 30 | 6 Months Ended June 30 |
($ mil ions) | | | 2022 | 2021 | 2022 | 2021 |
Interest expense on financial liabilities measured at amortized cost: |
Loans and borrowings | | | 95 | 91 | 189 | 182 |
Subordinated hybrid notes | | | 8 | 8 | 15 | 13 |
Leases | | | 8 | 9 | 16 | 18 |
Unwinding of discount rate | | | 4 | 4 | 8 | 8 |
Loss in fair value of non-commodity-related derivative financial |
instruments | | | 8 | 4 | 3 | 8 |
Foreign exchange losses (gains) and other | | | 1 | (21) | 2 | (30) |
Net finance costs | | | 124 | 95 | 233 | 199 |
| Pembina Pipeline Corporation Second Quarter 2022 57 |
10. OPERATING SEGMENTS |
Pembina's operating segments are organized by three divisions: Pipelines, Facilities and Marketing & New Ventures. |
| | | | Corporate & |
3 Months Ended June 30, 2022 |
| | | Marketing & | Inter-segment |
| Pipelines(1) | Facilities | New Ventures(2) | Eliminations | Total | ($ mil ions) |
Revenue from external customers | | | | | | 559 | 236 | | | | | 2,300 | — | 3,095 |
Inter-segment revenue | | | | | | 45 | 124 | | | | | — | (169) | — |
Total revenue(3) | | | | | | 604 | 360 | | | | | 2,300 | (169) | 3,095 |
Operating expenses | | | | | | 156 | 141 | | | | | — | (86) | 211 |
Cost of goods sold, including product purchases | | | | | | — | | | 2 | 2,157 | (84) | 2,075 |
Depreciation and amortization included in operations | | | | | | 96 | | | 80 | 11 | 1 | 188 |
Cost of sales | | | | | | 252 | 223 | | | | | 2,168 | (169) | 2,474 |
Realized (gain) loss on commodity-related derivative |
financial instruments | | | | | | — | (10) | | | | | 59 | — | 49 |
Share of profit from equity accounted investees | | | | | | 48 | | | 20 | 6 | — | 74 |
Unrealized loss (gain) on commodity-related |
derivative financial instruments | | | | | | — | | | 9 | (74) | — | (65) |
Gross profit | | | | | | 400 | 158 | | | | | 153 | — | 711 |
Depreciation included in general and administrative | | | | | | — | | | — | — | 10 | 10 |
Other general and administrative | | | | | | 10 | | | 5 | 10 | 55 | 80 |
Other income | | | | | | — | | | (1) | (3) | (14) | (18) |
Reportable segment results from operating activities | | | | | | 390 | 154 | | | | | 146 | (51) | 639 |
Net finance costs | | | | | | 8 | | | 11 | 7 | 98 | 124 |
Reportable segment earnings (loss) before tax | | | | | | 382 | 143 | | | | | 139 | (149) | 515 |
Capital expenditures(4) | | | | | | 75 | | | 48 | 17 | 12 | 152 |
Contributions to equity accounted investees | | | | | | — | | | — | 6 | — | 6 |
3 Months Ended June 30, 2021 |
| | | | Corporate & |
(Restated Note 15)($ mil ions) |
| | | Marketing & | Inter-segment |
| Pipelines(1) | Facilities | New Ventures(2) | Eliminations | Total |
Revenue from external customers | | | | | | 514 | 225 | | | | | 1,163 | — | 1,902 |
Inter-segment revenue | | | | | | 40 | 109 | | | | | — | (149) | — |
Total revenue(3) | | | | | | 554 | 334 | | | | | 1,163 | (149) | 1,902 |
Operating expenses | | | | | | 132 | 112 | | | | | — | (58) | 186 |
Cost of goods sold, including product purchases | | | | | | — | | | 2 | 1,098 | (92) | 1,008 |
Depreciation and amortization included in operations | | | | | | 108 | | | 56 | 12 | 2 | 178 |
Cost of sales | | | | | | 240 | 170 | | | | | 1,110 | (148) | 1,372 |
Realized loss on commodity-related derivative |
financial instruments | | | | | | — | | | — | 33 | — | 33 |
Share of profit from equity accounted investees | | | | | | 27 | | | 18 | 7 | — | 52 |
Unrealized (gain) loss on commodity-related |
derivative financial instruments | | | | | | — | (16) | | | | | 15 | — | (1) |
Gross profit | | | | | | 341 | 198 | | | | | 12 | (1) | 550 |
Depreciation included in general and administrative | | | | | | — | | | — | — | 10 | 10 |
Other general and administrative | | | | | | 7 | | | 2 | 8 | 52 | 69 |
Other expense (income) | | | | | | 7 | | | 1 | (1) | 18 | 25 |
Impairment expense | | | | | | — | | | 22 | 1 | — | 23 |
Reportable segment results from operating activities | | | | | | 327 | 173 | | | | | 4 | (81) | 423 |
Net finance costs (income) | | | | | | 2 | | | 12 | (5) | 86 | 95 |
Reportable segment earnings (loss) before tax | | | | | | 325 | 161 | | | | | 9 | (167) | 328 |
Capital expenditures | | | | | | 95 | | | 36 | 10 | 5 | 146 |
Contributions to equity accounted investees | | | | | | — | | | — | — | — | — |
(1) | Pipelines transportation revenue includes $55 mil ion (2021: $55 mil ion) associated with U.S. pipeline revenue. |
(2) | Marketing & New Ventures includes revenue of $89 mil ion (2021: $40 mil ion) associated with U.S. midstream sales. |
(3) | During 2022 and 2021, no one customer accounted for 10 percent or more of total revenues reported throughout al segments. |
(4) | Includes capital expenditures related to assets held for sale of $6 mil ion. |
58 | Pembina Pipeline Corporation Second Quarter 2022 |
| | | | Corporate & |
6 Months Ended June 30, 2022 |
| | | Marketing & | Inter-segment |
| Pipelines(1) | Facilities | New Ventures(2) | Eliminations | Total | ($ mil ions) |
Revenue from external customers | | 1,088 | 474 | | | | 4,571 | — | 6,133 |
Inter-segment revenue | | | | | | | | 89 | 243 | | | | — | (332) | — |
Total revenue(3) | | 1,177 | 717 | | | | 4,571 | (332) | 6,133 |
Operating expenses | | | | | | | | 297 | 275 | | | | — | (168) | 404 |
Cost of goods sold, including product purchases | | | | | | | | — | 2 | 4,124 | (167) | 3,959 |
Depreciation and amortization included in operations | | | | | | | | 195 | 135 | | | | 22 | 3 | 355 |
Cost of sales | | | | | | | | 492 | 412 | | | | 4,146 | (332) | 4,718 |
Realized (gain) loss on commodity-related derivative |
financial instruments | | | | | | | | — | (17) | | | | 113 | — | 96 |
Unrealized gain on commodity-related derivative |
financial instruments | | | | | | | | — | (51) | | | | (39) | — | (90) |
Share of profit from equity accounted investees | | | | | | | | 88 | 44 | 27 | — | 159 |
Gross profit | | | | | | | | 773 | 417 | | | | 378 | — | 1,568 |
Depreciation included in general and administrative | | | | | | | | — | — | — | 20 | 20 |
Other general and administrative | | | | | | | | 24 | 12 | 20 | 121 | 177 |
Other (income) expense | | | | | | | | (9) | (1) | (3) | 3 | (10) |
Reportable segment results from operating activities | | | | | | | | 758 | 406 | | | | 361 | (144) | 1,381 |
Net finance costs | | | | | | | | 15 | 17 | 1 | 200 | 233 |
Reportable segment earnings (loss) before tax | | | | | | | | 743 | 389 | | | | 360 | (344) | 1,148 |
Capital expenditures(4) | | | | | | | | 189 | 78 | 46 | 18 | 331 |
Contributions to equity accounted investees | | | | | | | | — | 13 | 12 | — | 25 |
6 Months Ended June 30, 2021 |
| | | | Corporate & |
(Restated Note 15)($ mil ions) |
| | | Marketing & | Inter-segment |
| Pipelines(1) | Facilities | New Ventures(2) | Eliminations | Total |
Revenue from external customers | | 1,026 | 458 | | | | 2,434 | — | 3,918 |
Inter-segment revenue | | | | | | | | 81 | 215 | | | | — | (296) | — |
Total revenue(3) | | 1,107 | 673 | | | | 2,434 | (296) | 3,918 |
Operating expenses | | | | | | | | 269 | 223 | | | | — | (124) | 368 |
Cost of goods sold, including product purchases | | | | | | | | — | 6 | 2,195 | (176) | 2,025 |
Depreciation and amortization included in operations | | | | | | | | 212 | 102 | | | | 25 | 4 | 343 |
Cost of sales | | | | | | | | 481 | 331 | | | | 2,220 | (296) | 2,736 |
Realized loss on commodity-related derivative financial |
instruments | | | | | | | | — | — | 121 | — | 121 |
Unrealized (gain) loss on commodity-related derivative |
financial instruments | | | | | | | | — | (17) | | | | 21 | — | 4 |
Share of profit from equity accounted investees | | | | | | | | 74 | 36 | 13 | — | 123 |
Gross profit | | | | | | | | 700 | 395 | | | | 85 | — | 1,180 |
Depreciation included in general and administrative | | | | | | | | — | — | — | 20 | 20 |
Other general and administrative | | | | | | | | 16 | 7 | 15 | 108 | 146 |
Other expense | | | | | | | | 1 | — | — | 28 | 29 |
Impairment expense | | | | | | | | 10 | 22 | 3 | — | 35 |
Reportable segment results from operating activities | | | | | | | | 673 | 366 | | | | 67 | (156) | 950 |
Net finance costs (income) | | | | | | | | 15 | 18 | (9) | 175 | 199 |
Reportable segment earnings (loss) before tax | | | | | | | | 658 | 348 | | | | 76 | (331) | 751 |
Capital expenditures | | | | | | | | 178 | 76 | 12 | 7 | 273 |
Contributions to equity accounted investees | | | | | | | | — | 11 | 1 | — | 12 |
(1) | Pipelines transportation revenue includes $107 mil ion (2021: $106 mil ion) associated with U.S. pipeline revenue. |
(2) | Marketing & New Ventures includes revenue of $177 mil ion (2021: $123 mil ion) associated with U.S. midstream sales. |
(3) | During 2022 and 2021, no one customer accounted for 10 percent or more of total revenues reported throughout al segments. |
(4) | Includes capital expenditures related to assets held for sale of $6 mil ion. |
| | Pembina Pipeline Corporation Second Quarter 2022 59 |
11. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) |
| | | Pension and |
| | | other Post- |
| Currency | Cash Flow | Retirement |
| Translation | Hedge | Benefit Plan |
($ mil ions) | Reserve | Reserve | Adjustments(2) | Total |
Balance at December 31, 2020 | | | | | | 48 | — | (46) | 2 |
Other comprehensive loss before hedging activities | | | | | | (122) | | | | | | — | — | (122) |
Other comprehensive gain resulting from hedging activities(1) | | | | | | 7 | 4 | — | 11 |
Balance at June 30, 2021 | | | | | | (67) | | | | | | 4 | (46) | (109) |
Balance at December 31, 2021 | | | | | | 32 | 8 | (12) | 28 |
Other comprehensive gain before hedging activities | | | | | | 70 | — | — | 70 |
Other comprehensive (loss) gain resulting from hedging activities(1) | | | | | | (6) | 14 | — | 8 |
Balance at June 30, 2022 | | | | | | 96 | 22 | (12) | 106 |
(1) | Amounts relate to hedges of the Company's net investment in foreign operations (reported in Currency Translation Reserve) and interest rate derivatives designated as cash |
flow hedges (reported in Cash Flow Hedge Reserve) (Note 12). |
(2) | Pension and other Post-Retirement Benefit Plan Adjustments wil not be reclassified into earnings. |
12. FINANCIAL INSTRUMENTS & RISK MANAGEMENT |
Risk Management |
Pembina's risk management strategies, policies and limits, ensure risks and exposures are aligned to its business strategy and risk tolerance. Pembina's Board of Directors is responsible for providing risk management oversight at Pembina and oversees how management monitors compliance with Pembina's risk management policies and procedures and reviews the adequacy of this risk framework in relation to the risks faced by Pembina. |
Pembina has exposure to counterparty credit risk, liquidity risk and market risk. Pembina utilizes derivative instruments to stabilize the results of its marketing business and, as at June 30, 2022, the Company has entered into certain financial derivative contracts in order to manage commodity price, foreign exchange and interest rate risk. These instruments are not used for trading or speculative purposes. |
Pembina's Canadian dol ar drawings on its Credit Facilities have variable rate components that reference the Canadian Dol ar Offered Rate ("CDOR"). CDOR rates wil cease to be published at the end of June 2024. CDOR is expected to be replaced by the Canadian Overnight Repo Rate Average ("CORRA"). Pembina wil continue to monitor developments and the potential impact on the business. |
Fair Values |
The fair values of financial assets and liabilities, together with the carrying amounts shown in the condensed consolidated interim statements of financial position, are shown in the table below. Certain non-derivative financial instruments measured at amortized cost including cash and cash equivalents, trade receivables and other, finance lease receivables, advances to related parties, trade payables and other, and other liabilities have been excluded because they have carrying amounts that approximate their fair value due to the nature of the item or the short time to maturity. These instruments would be classified in Level 2 of the fair value hierarchy. |
60 | Pembina Pipeline Corporation Second Quarter 2022 |
June 30, 2022 | December 31, 2021 |
| | | Fair Value(1) | | Fair Value(1) |
| | Carrying | | Carrying |
| | Value | | Value | | ($ mil ions) | Level 1 | | | Level 2 | | | | Level 3 | Level 1 | | | | Level 2 | | | Level 3 |
| | | | | | Financial assets carried at fair valueDerivative financial instruments(3)(4) |
| | | 232 | — | | | | | | | | | 184 | 48 | 95 | | | | — | | | | | 84 | 11 |
| | | | | | Financial liabilities carried at fair valueDerivative financial instruments(3) |
| | | 96 | — | | | | | | | | | 96 | — | 59 | | | | — | | | | | 59 | — |
| | | | | | Contingent consideration(5) | | 61 | — | | | | | | | | | 26 | 35 | 70 | | | | — | | | | | 35 | 35 |
| | | | | | Financial liabilities carried at amortized costLong-term debt(2) |
| | 11,141 | — | | | 9,983 | — 11,239 | — 11,814 | | | — |
| | | | | | (1) | The basis for determining fair value is disclosed in Note 2. |
| | | | | | (2) | Carrying value of current and non-current balances. Includes loans and borrowings and subordinated hybrid notes. |
| | | | | | (3) | At June 30, 2022 al derivative financial instruments are carried at fair value through earnings, except for $22 mil ion in interest rate derivative financial assets that have been |
| | | | | | designated as cash flow hedges. |
| | | | | | (4) | Includes $115 mil ion transferred to assets held for sale for the six months ended June 30, 2022. |
| | | | | | (5) | Included in trade payables and other and other liabilities. Under the terms of the agreements on Pembina’s investment in the Cedar LNG Project, Pembina has commitments |
| | | | | | to make additional payments on a positive final investment decision as wel as contributions to fund development costs and annual operating budgets. |
| | | | | | Level 2 |
| | | | | | Pembina's Level 2 financial instruments carried at fair value are valued using inputs that include quoted forward prices for commodities, time value and volatility factors, which can be substantial y observed or corroborated in the marketplace. Instruments in this category include non-exchange traded derivatives such as over-the-counter physical forwards and options, including those that have prices similar to quoted market prices. Pembina obtains quoted market prices for its inputs from information sources including banks, Bloomberg Terminals and Natural Gas Exchange. |
| | | | | | Level 3 |
| | | | | | Changes in fair value of the derivative assets classified as Level 3 in the fair value hierarchy were as fol ows: |
| | | | | | ($ mil ions) | | 2022 |
| | | | | | Level 3 derivative asset at January 1 | | | | 11 |
| | | | | | Total gain (loss):Included in earnings |
| | | | | | | | 37 |
| | | | | | Level 3 derivative asset at June 30 | | | | 48 |
| | | | | | There were no transfers into or out of Level 3 during the three and six months ended June 30, 2022.Derivative instruments |
| | | | | | Pembina enters into derivative instruments to hedge future cash flows associated with interest rate, commodity, and foreign exchange exposures. Derivatives are considered effective hedges to the extent that they offset the changes in value of the hedged item or transaction resulting from a specified risk factor. In some cases, even though the derivatives are considered to be effective economic hedges, they do not meet the specific criteria for hedge accounting treatment and are classified as held at fair value through profit or loss ("FVTPL"). |
| | | | | | The fol owing table is a summary of the net derivative financial instruments: |
| | | | | | | | | | | June 30, 2022 | December 31, 2021 |
| | | | | | | | | | | Non- | Non- | | | | Non- | Non- |
| | | | | | | | | | | | Current | Current | Current | | | | | | | | | | | | Current | Current | Current | Current | | | | Current |
| | | | | | ($ mil ions) | | | | | | Asset(1) | Asset(2) | Liability(1) | | | Liability | Total | | | | Asset(1) | Asset | Liability(1) | | | | Liability | | | Total |
| | | | | | Commodity financial |
| | | | | | instruments | | | | | | | 47 | 163 | (86) | (3) | | | 121 | | | | 13 | 73 | (48) | | | | | | | | | (6) | 32 |
| | | | | | Interest rate | | | | | | | 8 | 14 | — | — | | | 22 | | | | 1 | 8 | — | | | | | | | | | — | 9 |
| | | | | | Foreign exchange | | | | | | | — | — | (8) | — | | | (8) | | | | — | — | (5) | | | | | | | | | — | (5) |
| | | | | | Net derivative financial |
| | | | | | instruments | | | | | | | 55 | 177 | (94) | (3) | | | 135 | | | | 14 | 81 | (53) | | | | | | | | | (6) | 36 |
| | | | | | (1) | At June 30, 2022 the derivative financial instruments were offset by $3 mil ion (2021: $11 mil ion) when determining the net amounts presented on the condensed |
| | | | | | consolidated interim statement of financial position. |
| | | | | | (2) | Includes $115 mil ion transferred to assets held for sale for the six months ended June 30, 2022. |
| | | Pembina Pipeline Corporation Second Quarter 2022 61 |
Notional and Maturity Summary |
The maturity and notional amount or quantity outstanding related to Pembina's derivative instruments are as fol ows: |
| Liquids | Natural Gas | | Power | Foreign | Interest |
($ mil ions) | (bpd) | | (GJ/d) | (GWh) | Exchange | Rate |
As at June 30, 2022Purchases(1) |
| | 326 | 73,958 | | 11,340 | — | — |
Sales(1) | | 16,693 | | — | — | — | — |
Mil ions of U.S. dol ars | | — | | — | — | 309 | 250 |
Maturity dates | 2023 | | 2023 | 2040 | 2023 | 2025 |
As at December 31, 2021Purchases(1) |
| | — | 62,615 | | 6,166 | — | — |
Sales(1) | | 16,550 | | — | — | — | — |
Mil ions of U.S. dol ars | | — | | — | — | 272 | 250 |
Maturity dates | 2022 | | 2022 | 2040 | 2022 | 2025 |
(1) | Barrels per day ("bpd"), gigajoules per day ("GJ/d") and gigawatt hours ("GWh"). |
Gains and Losses on Derivative Instruments |
Realized and unrealized losses (gains) on derivative instruments are as fol ows: |
| 3 Months Ended June 30 | | | | | | 6 Months Ended June 30 |
($ mil ions) | | 2022 | | 2021 | 2022 | 2021 |
Derivative instruments held at FVTPL(1)Realized (gain) loss |
Commodity-related | | 49 | | 33 | 96 | 121 |
Foreign exchange | | 2 | | (3) | 3 | (8) |
Unrealized (gain) loss |
Commodity-related | | (65) | | (1) | (90) | | | 4 |
Foreign exchange | | 8 | | 4 | 3 | | | 8 |
Derivative instruments in hedging relationships(2)Unrealized gain |
Interest rate | | (2) | | 1 | (14) | (4) |
(1) | Realized and unrealized losses (gains) on commodity derivative instruments held at FVTPL are included in loss (gain) on commodity-related derivative financial instruments in |
the Interim Financial Statements. Realized and unrealized losses (gains) on foreign exchange derivative instruments held at FVTPL are included in net finance costs in the |
Interim Financial Statements. |
(2) | Unrealized gains on derivatives in designated cash flow hedging relationships are recognized in the cash flow hedge reserve in accumulated other comprehensive income, |
with realized (gains) losses being reclassified to net finance costs. Refer to Note 11 for amounts reclassified. No (gains) losses have been recognized in net income relating to |
discontinued cash flow hedges. |
Non-Derivative Instruments Designated as Net Investment Hedges |
Pembina has designated certain U.S. dol ar denominated debt as a hedge of the Company's net investment in U.S. dol ar denominated subsidiaries and investments in equity accounted investees. The designated debt has been assessed as having no ineffectiveness as the U.S. dol ar debt has an equal and opposite exposure to U.S. dol ar fluctuations. As a result, al foreign exchange gains or losses on the debt are reported directly in other comprehensive income. |
The fol owing balances of U.S. dol ar debt had been designated as hedges: |
($ mil ions) | | | | June 30, 2022 | December 31, 2021 |
Notional amount of U.S. debt designated (in U.S. dol ars) | | | | | 250 | 250 |
Carrying value of U.S. debt designated | | | | | 321 | 316 |
Maturity date | | | | | | | 2025 | 2025 |
62 | Pembina Pipeline Corporation Second Quarter 2022 |
13. COMMITMENTS AND CONTINGENCIES |
Commitments |
Pembina had the fol owing contractual obligations outstanding as at June 30, 2022: |
Contractual Obligations(1) | Payments Due by Period |
($ mil ions) | | Total | Less than 1 Year | 1 – 3 Years | 3 – 5 Years | After 5 Years |
Leases(2) | | | | | | | | 920 | 102 | | | | | | | 174 | 143 | 501 |
Long-term debt(3) | | | | | | | | 17,103 | 1,983 | | | 2,151 | 1,888 | | | | | 11,081 |
Construction commitments(4)(5) | | | | | | | | 1,205 | 372 | | | | | | | 265 | 37 | 531 |
Other | | | | | | | | 538 | 81 | | | | | | | 121 | 75 | 261 |
Total contractual obligations | | | | | | | | 19,766 | 2,538 | | | 2,711 | 2,143 | | | | | 12,374 |
(1) | Pembina enters into product purchase agreements and power purchase agreements to secure supply for future operations. Purchase prices of both NGL and power are |
dependent on current market prices. Volumes and prices for NGL and power contracts cannot be reasonably determined, and therefore, an amount has not been included in |
the contractual obligations schedule. Product purchase agreements range from one to 9 years and involve the purchase of NGL products from producers. Assuming product |
is available, Pembina has secured between 40 and 190 mbpd of NGL each year up to and including 2030. Power purchase agreements range from one to 24 years and involve |
the purchase of power from electrical service providers. Pembina has secured up to 78 megawatts per day each year up to and including 2046. |
(2) | Includes terminals, rail, office space, land and vehicle leases. |
(3) | Includes loans and borrowings, subordinated hybrid notes and interest payments on Pembina's senior unsecured medium-term notes and subordinated hybrid notes. |
Excludes deferred financing costs. |
(4) | Excluding significant projects that are awaiting regulatory approval, projects which Pembina is not committed to construct, and projects that are executed by equity |
accounted investees. |
(5) | Includes construction commitments related to assets held for sale of $264 mil ion as at June 30, 2022; $6 mil ion related to payments due in less than 1 year, $15 mil ion 1–3 |
years, $12 mil ion 3–5 years, and $231 mil ion after 5 years. |
Commitments to Equity Accounted Investees | | | | | | | |
Pembina has commitments to provide contributions to certain equity accounted investees based on annual budgets approved by the joint venture partners and contractual agreements. |
Contingencies |
Pembina, including its subsidiaries and its investments in equity accounted investees, are subject to various legal and regulatory and tax proceedings, actions and audits arising in the normal course of business. We represent our interests vigorously in al proceedings in which we are involved. Legal and administrative proceedings involving possible losses are inherently complex, and we apply significant judgment in estimating probable outcomes. Of most significance is a claim filed against Aux Sable by a counterparty to an NGL supply agreement. Aux Sable has filed Statements of Defense responding to the claim. While the final outcome of such actions and proceedings cannot be predicted with certainty, at this time management believes that the resolutions of such actions and proceedings wil not have a material impact on Pembina's financial position or results of operations. |
Letters of Credit |
Pembina has provided letters of credit to various third parties in the normal course of conducting business. The letters of credit include financial guarantees to counterparties for product purchases and sales, transportation services, utilities, engineering and construction services. The letters of credit have not had and are not expected to have a material impact on Pembina's financial position, earnings, liquidity or capital resources. As at June 30, 2022, Pembina had $173 mil ion (December 31, 2021: $135 mil ion) in letters of credit issued. |
| Pembina Pipeline Corporation Second Quarter 2022 63 |
14. ASSETS HELD FOR SALEOn March 1, 2022, Pembina announced that it has entered into definitive agreements with affiliates of KKR & Co., Inc. (col ectively, "KKR") to combine their respective western Canadian natural gas processing assets into a single, new joint venture entity ("Newco"). Pembina wil hold a 60 percent interest in Newco and serve as its operator and manager, while KKR's global infrastructure funds wil hold the remaining 40 percent interest in Newco. |
Pembina committed to a plan to sel its field-based gas processing assets, which include the Cutbank Complex, the Saturn Complex, the Resthaven Facility, the Duvernay Complex and the Saskatchewan Ethane Extraction Plant, which are al reported within the Facilities operating segment. Based on facts and circumstances, management has determined that these assets should be presented as a disposal group held for sale as at June 30, 2022. Pembina wil retain its 45 percent interest in Veresen Midstream post transaction and as such Pembina's carrying amount for Veresen Midstream wil continue to be recovered through continuing use and no reclassification to held for sale is required. |
The table below details the assets and liabilities held for sale measured at their carrying amount as at June 30, 2022: |
($ mil ions) | June 30, 2022 |
Cash and cash equivalents | | | 147 |
Trade receivables and other | | | 91 |
Inventory | | | 18 |
Property, plant and equipment (Note 3) | | | 2,536 |
Intangible assets and goodwil | | | 205 |
Derivative financial instruments (Note 12) | | | 115 |
Total assets held for sale | | | 3,112 |
Trade payables and other | | | 26 |
Decommissioning provision (Note 6) | | | 20 |
Contract liabilities (Note 8) | | | 95 |
Deferred tax liabilities | | | 483 |
Total liabilities related to assets held for sale | | | 624 |
On July 27, 2022, the Canadian Competition Bureau issued a no action letter for the joint venture transaction. Issuance of the no action letter al ows Pembina and KKR to proceed with next steps on closing the transaction, which is expected to occur in August 2022 subject to the satisfaction of the remaining conditions. Pursuant to an agreement with the Canadian Competition Bureau, and consistent with Pembina and KKR's intention to divest upon announcing their joint venture, Pembina and KKR's global infrastructure funds wil divest the 50 percent, non-operated interest in the Key Access Pipeline System which wil be contributed into Newco as part of the transaction. |
15. RESTATEMENT |
During the third quarter of 2021 Pembina identified certain crude contracts that were recorded incorrectly within Marketing & New Ventures. Revenue and cost of goods sold associated with the contracts were recorded on a gross basis but should have been recorded on a net basis. The restatement reduced revenue and cost of goods sold for the three and six months ended June 30, 2021 by $52 mil ion and $81 mil ion, respectively, with no impact on earnings, cash flows or financial position. |
64 | Pembina Pipeline Corporation Second Quarter 2022 |
| HEAD OFFICEPembina Pipeline CorporationSuite 4000, 585 – 8th Avenue SWCalgary, Alberta T2P 1G1 |
| AUDITORSKPMG LLPChartered AccountantsCalgary, Alberta |
| TRUSTEE, REGISTRAR & TRANSFER AGENTComputershare Trust Company of CanadaSuite 600, 530 – 8th Avenue SWCalgary, Alberta T2P 3S81.800.564.6253 |
| STOCK EXCHANGEPembina Pipeline Corporation |
| Toronto Stock Exchange listing symbols for:COMMON SHARES PPLPREFERRED SHARES PPL.PR.A, PPL.PR.C, PPL.PR.E, PPL.PR.G, PPL.PR.I, PPL.PR.O, PPL.PR.Q, PPL.PR.S, PPL.PF.A, PPL.PF.C and PPL.PF.E |
| New York Stock Exchange listing symbol for:COMMON SHARES PBA |
| INVESTOR INQUIRIESPhone 403.231.3156Fax 403.237.0254Toll Free 1.855.880.7404Email investor-relations@pembina.comWebsite www.pembina.com |
www.pembina.com |