CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION(unaudited) |
($ mil ions) | September 30, 2020 December 31, 2019(1) |
Assets |
Current assets |
Cash and cash equivalents | | 31 | 129 |
Trade receivables and other | | 637 | 694 |
Inventory | | 217 | 126 |
Derivative financial instruments (Note 14) | | 31 | 40 |
| | 916 | 989 |
Non-current assets |
Property, plant and equipment (Note 4) | | 19,486 | 18,734 |
Investments in equity accounted investees (Note 5) | | 6,114 | 5,954 |
Intangible assets and goodwil | | 6,415 | 6,458 |
Right-of-use assets (Note 6) | | 703 | 730 |
Finance lease receivable (Note 6) | | 140 | 145 |
Advances to related parties and other assets | | 221 | 156 |
| | 33,079 | 32,177 |
Total assets | | 33,995 | 33,166 |
Liabilities and equity |
Current liabilities |
Trade payables and other | | 699 | 1,013 |
Loans and borrowings (Note 7) | | 250 | 74 |
Dividends payable | | 115 | 110 |
Lease liabilities | | 97 | 112 |
Contract liabilities (Note 10) | | 92 | 39 |
Taxes payable | | 14 | 103 |
Derivative financial instruments (Note 14) | | 19 | 6 |
| | 1,286 | 1,457 |
Non-current liabilities |
Loans and borrowings (Note 7) | | 10,737 | 10,078 |
Lease liabilities | | 686 | 707 |
Decommissioning provision (Note 8) | | 1,073 | 864 |
Contract liabilities (Note 10) | | 236 | 192 |
Deferred tax liabilities | | 3,056 | 2,919 |
Other liabilities | | 152 | 179 |
| | 15,940 | 14,939 |
Total liabilities | | 17,226 | 16,396 |
Equity |
Attributable to shareholders | | 16,709 | 16,710 |
Attributable to non-control ing interest | | 60 | 60 |
Total equity | | 16,769 | 16,770 |
Total liabilities and equity | | 33,995 | 33,166 |
(1) | | | | Pembina has recast certain comparative information to reflect changes to the Purchase Price Al ocation original y presented December 31, 2019. See Note 3. |
See accompanying notes to the condensed consolidated interim financial statements |
Pembina Pipeline Corporation Third Quarter 2020 38 |
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME(unaudited) |
| 3 Months Ended September 30 | 9 Months Ended September 30 |
($ mil ions, except per share amounts) | | | 2020 | 2019 | 2020 | 2019 |
Revenue (Note 10) | | | 1,569 | 1,700 | 4,508 | 5,476 |
Cost of sales (Note 12) | | | 1,068 | 1,221 | 3,033 | 3,963 |
Gain on commodity-related derivative financial instruments | | | (1) | (45) | | | (62) | (35) |
Share of profit from equity accounted investees (Note 5) | | | 61 | 89 | | | 209 | 282 |
Gross profit | | | 563 | 613 | 1,746 | 1,830 |
General and administrative | | | 56 | 64 | | | 176 | 214 |
Other (income) expense | | | (4) | (2) | | | (7) | 2 |
Results from operating activities | | | 511 | 551 | 1,577 | 1,614 |
Net finance costs (Note 11) | | | 83 | 77 | | | 364 | 234 |
Earnings before income tax | | | 428 | 474 | 1,213 | 1,380 |
Current tax expense | | | 52 | 46 | | | 195 | 178 |
Deferred tax expense (recovery) | | | 58 | 58 | | | 133 | (145) |
Income tax expense | | | 110 | 104 | 328 | 33 |
Earnings | | | 318 | 370 | 885 | 1,347 |
Other comprehensive (loss) income, net of tax (Note 13 & 14) |
Exchange (loss) gain on translation of foreign operations | | | (110) | 42 | | | 143 | (119) |
Impact of hedging activities | | | 6 | — | | | 15 | — |
Re-measurement of defined benefit liability | | | — | — | | | 14 | — |
Total comprehensive income attributable to shareholders | | | 214 | 412 | 1,057 | 1,228 |
Earnings attributable to common shareholders, net of preferred share |
dividends | | | 279 | 338 | 768 | 1,252 |
Earnings per common share – basic (dol ars) | | | 0.51 | 0.66 | 1.39 | 2.45 |
Earnings per common share – diluted (dol ars) | | | 0.51 | 0.66 | 1.39 | 2.44 |
Weighted average number of common shares (mil ions) |
Basic | | | 550 | 512 | 550 | 510 |
Diluted | | | 550 | 513 | 550 | 513 |
See accompanying notes to the condensed consolidated interim financial statements |
| 39 | | Pembina Pipeline Corporation Third Quarter 2020 |
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY(unaudited) |
| Attributable to Shareholders of the Company |
| | Common | Preferred | | | | | | Non- |
| Share | | Share | | | | | Control ing | Total |
($ mil ions) | Capital | | Capital | Deficit | AOCI(1) | Total | Interest | | Equity |
December 31, 2019 | | | 15,539 | | 2,956 | (1,883) | 98 | 16,710 | 60 | | 16,770 |
Total comprehensive income |
Earnings | | | — | | — | 885 | — | 885 | — | | 885 |
Other comprehensive income (Note 13) | | | — | | — | — | 172 | 172 | — | | 172 |
Total comprehensive income | | | — | | — | 885 | 172 | 1,057 | — | | 1,057 |
Transactions with shareholders of the Company |
Part VI.1 tax on preferred shares (Note 9) | | | — | | (5) | — | — | (5) | — | | (5) |
Share-based payment transactions (Note 9) | | | 99 | | — | — | — | 99 | — | | 99 |
Dividends declared – common (Note 9) | | | — | | — | (1,039) | — | (1,039) | — | | (1,039) |
Dividends declared – preferred (Note 9) | | | — | | — | (113) | — | (113) | — | | (113) |
Total transactions with shareholders of the Company | | | 99 | | (5) | (1,152) | — | (1,058) | — | | (1,058) |
September 30, 2020 | | | 15,638 | | 2,951 | (2,150) | 270 | 16,709 | 60 | | 16,769 |
December 31, 2018 | | | 13,662 | | 2,423 | (2,058) | 317 | 14,344 | 60 | | 14,404 |
Impact of change in accounting policy | | | — | | — | 22 | — | 22 | — | | 22 |
Opening value January 1, 2019 | | | 13,662 | | 2,423 | (2,036) | 317 | 14,366 | 60 | | 14,426 |
Total comprehensive income |
Earnings | | | — | | — | 1,347 | — | 1,347 | — | | 1,347 |
Other comprehensive income |
Exchange loss on translation of foreign operations | | | — | | — | — | (119) | (119) | — | | (119) |
Total comprehensive income | | | — | | — | 1,347 | (119) | 1,228 | — | | 1,228 |
Transactions with shareholders of the Company |
Part VI.1 tax on preferred shares | | | — | | (3) | — | — | (3) | — | | (3) |
Share-based payment transactions | | | 152 | | — | — | — | 152 | — | | 152 |
Dividends declared – common | | | — | | — | (899) | — | (899) | — | | (899) |
Dividends declared – preferred | | | — | | — | (92) | — | (92) | — | | (92) |
Total transactions with shareholders of the Company | | | 152 | | (3) | (991) | — | (842) | — | | (842) |
September 30, 2019 | | | 13,814 | | 2,420 | (1,680) | 198 | 14,752 | 60 | | 14,812 |
(1) | | | | | | | | | | Accumulated Other Comprehensive Income ("AOCI"). |
See accompanying notes to the condensed consolidated interim financial statements |
Pembina Pipeline Corporation Third Quarter 2020 40 |
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS(unaudited) |
| 3 Months Ended September 30 | 9 Months Ended September 30 |
($ mil ions) | | | 2020 | 2019 | 2020 | 2019 |
Cash provided by (used in)Operating activitiesEarnings |
| | | 318 | 370 | 885 | 1,347 |
Adjustments for: |
Share of profit from equity accounted investees | | | (61) | (89) | | | (209) | (282) |
Distributions from equity accounted investees | | | 111 | 142 | 350 | 452 |
Depreciation and amortization | | | 179 | 126 | 532 | 372 |
Unrealized loss (gain) on commodity-related derivative financial |
instruments | | | 6 | (40) | | | (2) | (10) |
Net finance costs (Note 11) | | | 83 | 77 | | | 364 | 234 |
Net interest paid | | | (124) | (71) | | | (297) | (205) |
Income tax expense | | | 110 | 104 | 328 | 33 |
Taxes paid | | | (90) | (18) | | | (290) | (117) |
Share-based compensation expense | | | 4 | 9 | | | 8 | 49 |
Share-based compensation payment | | | (1) | — | | | (45) | (50) |
Net change in contract liabilities | | | (7) | (7) | | | 35 | (13) |
Other | | | (5) | (4) | | | (5) | (13) |
Change in non-cash operating working capital | | | (89) | (64) | | | (168) | 7 |
Cash flow from operating activities | | | 434 | 535 | 1,486 | 1,804 |
Financing activities |
Bank borrowings and issuance of debt (Note 7) | | | 521 | — | | | 1,583 | 94 |
Repayment of loans and borrowings | | | (289) | (1,000) | (2,328) | (1,599) |
Repayment of lease liability | | | (26) | (14) | | | (69) | (46) |
Issuance of medium term notes (Note 7) | | | — | 1,518 | 1,578 | 2,318 |
Issue costs and financing fees | | | — | (7) | | | (11) | (13) |
Exercise of stock options | | | 5 | 25 | | | 88 | 140 |
Dividends paid | | | (384) | (344) | (1,146) | (985) |
Cash flow used (provided by) in financing activities | | | (173) | 178 | (305) | (91) |
Investing activities |
Capital expenditures | | | (174) | (421) | (868) | (1,216) |
Contributions to equity accounted investees | | | (28) | (25) | | | (202) | (86) |
Receipt of finance lease payments | | | 2 | — | | | 7 | — |
Interest paid during construction | | | (10) | (11) | | | (36) | (28) |
Recovery of assets or proceeds from sale | | | (1) | — | | | 1 | 6 |
Advances to related parties | | | (10) | (11) | | | (32) | (53) |
Changes in non-cash investing working capital and other | | | (81) | 55 | | | (140) | 132 |
Cash flow used in investing activities | | | (302) | (413) | (1,270) | (1,245) |
Change in cash and cash equivalents | | | (41) | 300 | (89) | 468 |
Effect of movement in exchange rates on cash held | | | (1) | (8) | | | (9) | (5) |
Cash and cash equivalents, beginning of period | | | 73 | 328 | 129 | 157 |
Cash and cash equivalents, end of period | | | 31 | 620 | 31 | 620 |
See accompanying notes to the condensed consolidated interim financial statements |
| 41 | | Pembina Pipeline Corporation Third Quarter 2020 |
NOTES TO THE CONDENSED CONSOLIDATED UNAUDITED INTERIM FINANCIAL STATEMENTS |
1. REPORTING ENTITY |
Pembina Pipeline Corporation ("Pembina" or the "Company") is a Calgary-based, leading transportation and midstream service provider serving North America's energy industry. The 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 nine months ended September 30, 2020. These Interim Financial Statements and the notes hereto have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of interim financial statements, including International Accounting Standard 34 Interim Financial Reporting ("IAS 34"). These Interim Financial Statements have been prepared fol owing the same accounting policies and methods of computation as the audited annual consolidated financial statements of the Company as at and for the year ended December 31, 2019 ("Consolidated Financial Statements"), except as noted below, and should be read in conjunction with the Consolidated Financial Statements. The Interim Financial Statements were authorized for issue by Pembina's Board of Directors on November 5, 2020. |
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 and an oil and natural gas liquids infrastructure, storage and logistics 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. |
Financial Instruments |
Derivative Financial Instruments and Hedge Accounting |
Pembina holds derivative financial instruments to manage its interest rate, commodity, power costs and foreign exchange risk exposures. Derivatives are recognized initial y at fair value. Subsequent to initial recognition, derivatives are measured at fair value with changes recognized immediately in earnings, unless hedge accounting is applied. |
Pembina applies hedge accounting to certain financial instruments that qualify for and are designated for hedge accounting treatment. At inception of a designated hedging relationship, formal documentation is prepared and includes the risk management objective and strategy for undertaking the hedge, identification of the hedged item and the hedging instrument, the nature of the risk being hedged and how Pembina wil assess the hedging instrument's effectiveness in offsetting the exposure to changes in the hedged item. |
For derivatives that are designated and qualified cash flow hedges, the effective portion of changes in fair value is accumulated in other comprehensive income. The amount accumulated is reclassified to earnings in the same period or periods during which the hedged expected future cash flows occur. Any ineffective portion of changes in fair value of hedges are recorded in earnings. |
For non-derivative financial liabilities designated as hedging instruments in a hedge of the net investment in foreign operations, the effective portion of foreign exchange gains and losses arising on translation of the financial liability is recognized in other comprehensive income. Any ineffective portion of the foreign exchange gains and losses arising from the translation of the financial liability is recognized immediately in earnings. The amount accumulated in the other comprehensive income is reclassified to earnings on disposal of the foreign operation. |
Hedge accounting is discontinued prospectively when the hedging relationship no longer qualifies for hedge accounting or the hedging instrument is sold or terminated. |
Pembina Pipeline Corporation Third Quarter 2020 42 |
New standards and interpretations not yet adopted |
Interbank Offered Rates ("IBOR") Reform - Phase 2 |
In August 2020, the IASB issued amendments to IFRS 9 Financial Instruments, IFRS 7 Financial Instruments: Disclosures and IFRS 16 Leases to address issues that impact financial reporting at the time of IBOR replacement with alternative rates. The amendments provide a practical expedient to ease the potential burden of accounting for changes in contractual cash flows, provide relief from specific hedge accounting requirements, and add disclosure requirements, at the time of IBOR replacement. Pembina wil adopt the amendments on the effective date of January 1, 2021 and expects the amendments to have an insignificant impact on its earnings and financial position on adoption. |
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 nine months ended September 30, 2020, except for the general impact of significant uncertainties created by the coronavirus ("COVID-19") pandemic, as discussed below. |
Ongoing Impact of the COVID-19 Pandemic |
Fol owing the World Health Organization declaring the COVID-19 outbreak to be a pandemic, many governments have taken steps to contain the spread of the virus, resulting in a slowdown of the global economy, which has led to a significant disruption of business operations and a significant increase in economic uncertainty. This uncertainty has created volatility in asset prices, currency exchange rates and a marked decline in long-term interest rates. In addition, the resulting decrease in demand for crude oil has resulted in a decline in global energy prices. Management applied judgment and wil continue to assess the situation in determining the impact of the significant uncertainties created by these events and conditions on the carrying amounts of assets and liabilities in the Interim Financial Statements. |
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 based on methods as set out in the Consolidated Financial Statements. These methods have been applied consistently to al periods presented in these Interim Financial Statements. |
Ongoing Impact of the COVID-19 Pandemic |
Measuring fair values using significant unobservable inputs has become more chal enging in the current environment, where events and conditions related to the COVID-19 pandemic are driving significant disruption of business operations and a significant increase in economic uncertainty. 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 these Interim Financial Statements. |
| 43 | Pembina Pipeline Corporation Third Quarter 2020 |
3. ACQUISITION |
On December 16, 2019, Pembina acquired al the issued and outstanding shares of Kinder Morgan Canada Limited ("Kinder Morgan Canada") by way of a plan of arrangement and the U.S. portion of the Cochin Pipeline system (col ectively, the "Kinder Acquisition") for total consideration of $4.3 bil ion. |
The purchase price al ocation, subject to finalization, is based on assessed fair values and is as fol ows: |
As at December 16, 2019($ mil ions) |
| Previously Reported | Adjustments | Recast |
Purchase price considerationCommon shares |
| | | | 1,710 | — | 1,710 |
Cash (net of cash acquired) | | | | 2,009 | — | 2,009 |
Preferred shares | | | | 536 | — | 536 |
| | | | 4,255 | — | 4,255 |
Current assets | | | | 68 | 2 | 70 |
Property, plant and equipment | | | | 2,660 | (41) | 2,619 |
Intangible assets | | | | 1,254 | — | 1,254 |
Right-of-use assets | | | | 348 | (92) | 256 |
Finance lease receivable | | | | — | 116 | 116 |
Goodwil | | | | 809 | 28 | 837 |
Other assets | | | | 9 | — | 9 |
Current liabilities | | | | (124) | — | (124) |
Deferred tax liabilities | | | | (281) | (13) | (294) |
Decommissioning provision | | | | (74) | — | (74) |
Lease liability | | | | (348) | — | (348) |
Other liabilities | | | | (66) | — | (66) |
| | | | 4,255 | — | 4,255 |
For more information, see Note 6 of the Consolidated Financial Statements. During the nine months ended September 30, 2020, Pembina adjusted the purchase price al ocation to reflect updated assumptions for the identification and classification of leases, which resulted in the recognition of finance lease assets of $118 mil ion, and reductions in property, plant and equipment of $26 mil ion and in right-of-use assets of $92 mil ion. Pembina's verification of information supporting the fair value of assets acquired also resulted in a $15 mil ion reduction to the fair value of certain Canadian property, plant and equipment with a corresponding decrease in deferred tax liabilities of $3 mil ion and increase in goodwil of $12 mil ion. Pembina also adjusted the al ocation of fair value between Canadian and U.S. legal entities, resulting in a $16 mil ion increase in the deferred tax liability and a corresponding increase in goodwil of $16 mil ion. The purchase price al ocation is not final as Pembina is continuing to obtain and verify information required to determine the fair value of certain assets and liabilities including other provisions relating to taxes. |
Pembina Pipeline Corporation Third Quarter 2020 44 |
4. PROPERTY, PLANT AND EQUIPMENT |
| | | | Cavern |
| Land and | | Facilities and | Storage and | Assets Under |
($ mil ions) | Land Rights | Pipelines | Equipment | Other | Construction | Total |
CostBalance at December 31, 2019(1) |
| | 440 | 8,803 | | | | | 8,730 | 1,945 | | | | 1,493 | 21,411 |
Additions and transfers | | | | | | | | | 8 | 433 | | | | | 285 | 54 | | | | 146 | 926 |
Change in decommissioning provision | | | | | | | | | — | (13) | | | | | 198 | — | | | | — | 185 |
Foreign exchange adjustments | | | | | | | | | 2 | 23 | | | | 9 | — | | | | 7 | 41 |
Disposals and other | | | | | | | | | — | (6) | | | | (11) | (5) | | | | (12) | (34) |
Balance at September 30, 2020 | | 450 | 9,240 | | | | | 9,211 | 1,994 | | | | 1,634 | 22,529 |
DepreciationBalance at December 31, 2019 |
| | | | | | | | | 16 | 1,363 | | | | | 1,015 | 283 | | | | — | 2,677 |
Depreciation | | | | | | | | | 4 | 139 | | | | | 115 | 111 | | | | — | 369 |
Disposals and other | | | | | | | | | — | (1) | | | | (1) | (1) | | | | — | (3) |
Balance at September 30, 2020 | | | | | | | | | 20 | 1,501 | | | | | 1,129 | 393 | | | | — | 3,043 |
Carrying amountsBalance at December 31, 2019 |
| | 424 | 7,440 | | | | | 7,715 | 1,662 | | | | 1,493 | 18,734 |
Balance at September 30, 2020 | | 430 | 7,739 | | | | | 8,082 | 1,601 | | | | 1,634 | 19,486 |
Assets subject to operating leasesDecember 31, 2019(1) |
| | | | | | | | | — | 477 | | | | | 514 | 62 | | | | — | 1,053 |
September 30, 2020 | | | | | | | | | — | 472 | | | | | 506 | 62 | | | | — | 1,040 |
(1) | December 31, 2019 balances have been recast. See Note 3. |
5. INVESTMENTS IN EQUITY ACCOUNTED INVESTEES |
| | Share of Profit (Loss) from |
| | Equity Investments |
| | | | | | | | | | Ownership Interest | Equity Investments | 9 Months Ended September 30 |
($ mil ions) | | | | | | | | | | | September 30, 2020 | December 31, 2019 | 2020 | | | | 2019 September 30, 2020 | December 31, 2019 |
Al iance | | | | | | | | | | 50% | 50% | 79 | | | | 119 | 2,568 | 2,620 |
Aux Sable | | | | | | | | | | 42.7% - 50% | 42.7% - 50% | | (5) | | | | | | | | | | 35 | 417 | 426 |
Ruby(1) | | | | | | | | | | | | - | - | 93 | | | | | | | | | | 90 | 1,306 | 1,273 |
Veresen Midstream | | | | | | | | | | 45% | 45% | 37 | | | | | | | | | | 34 | 1,383 | 1,348 |
CKPC | | | | | | | | | | 50% | 50% | 3 | | | | | | | | | | 2 | 326 | 171 |
Other | | | | | | | | | | 50% - 75% | 50% - 75% | | 2 | | | | | | | | | | 2 | 114 | 116 |
| | | 209 | | | | 282 | 6,114 | 5,954 |
(1) | Pembina owns a 50 percent convertible preferred interest in Ruby. |
At September 30, 2020, Pembina had U.S. $2.3 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 nine months ended September 30, 2020, Pembina recognized a foreign exchange loss of $60 mil ion and a foreign exchange gain of $78 mil ion (2019: $42 mil ion gain and $103 mil ion loss), respectively. |
| | | 45 | Pembina Pipeline Corporation Third Quarter 2020 |
Financing Activities |
Prior to CKPC's decision to defer further investment in the PDH/PP Facility, on February 27, 2020, CKPC closed a syndicated senior secured U.S. $1.7 bil ion amortizing term facility and a U.S. $150 mil ion revolving credit facility, both of which have been guaranteed equal y on a several basis by the owners of CKPC through the completion of construction. The final maturity date of both the term facility and revolving credit facility is February 27, 2027. The parental guarantee resulted in the recognition of a financial guarantee liability, currently valued at U.S. $14 mil ion, net of amortization, on Pembina's balance sheet, with an offsetting amount recorded as an equity contribution to the investment in CKPC. |
On April 27, 2020, Ruby ful y repaid its 364-day term loan. Concurrent to repayment, Ruby entered into a new term loan that wil mature on March 31, 2021. The term loan wil amortize U.S. $32 mil ion in 2020 and 2021 (U.S. $16 mil ion net to Pembina), in two equal payments each year with the first payment made in June 2020. |
On June 30, 2020, CKPC and its lenders agreed to amend and waive certain terms and conditions of the CKPC credit facility. In connection with the amendment, CKPC voluntarily repaid the U.S. $26 mil ion drawn under the non-revolving term loan. CKPC also retained the ability to re-draw and access the ful term loan of U.S. $1.7 bil ion upon resumption of key activities. |
6. LEASES |
Lessee Leases |
Pembina enters into arrangements to secure access to assets necessary for operating the business. Leased (right-of-use) assets include terminals, rail, buildings, land and other assets. Total cash outflows related to leases were $34 mil ion and $98 mil ion, respectively, for the three and nine months ended September 30, 2020 (2019: $21 mil ion and $62 mil ion). |
Right-of-Use Assets |
($ mil ions) | Terminals | Rail | Buildings Land & Other | Total |
Balance at December 31, 2019(1) | | | | | 225 | 238 | | | | 118 | 149 | 730 |
Additions(2) | | | | | — | 2 | | | | 21 | 15 | 38 |
Amortization | | | | | (9) | (30) | | | | (15) | (11) | (65) |
Balance at September 30, 2020 | | | | | 216 | 210 | | | | 124 | 153 | 703 |
(1) | The December 31, 2019 balance of Terminals Right-of-Use Assets has been recast. See Note 3. |
(2) | Included in additions is $13 mil ion related to the remeasurement of the decommissioning provision for the restoration of leased land assets to the condition required by the |
terms of the underlying lease. |
Lessor Leases |
Pembina has entered into contracts for the use of its assets that have resulted in lease treatment for accounting purposes. Assets under operating leases include pipelines, terminals and storage tanks and caverns. See Note 4 for carrying value of property, plant and equipment under operating leases. Assets under finance leases include office sub-leases and terminal assets. |
Pembina Pipeline Corporation Third Quarter 2020 46 |
7. LOANS AND BORROWINGS |
This note provides information about the contractual terms of Pembina's interest-bearing loans and borrowings, which are measured at amortized cost. |
Carrying Value, Terms and Conditions, and Debt Maturity Schedule |
| Carrying Value |
| | Authorized at | Nominal | Year of |
($ mil ions) | | September 30, 2020 | Interest Rate | Maturity September 30, 2020 | December 31, 2019 |
Senior unsecured credit facilities(1)(3)(4) | | | | | | | 4,153 | 1.58(2) | Various(1) | 1,638 | | | | | | | 2,097 |
Senior unsecured notes series A | | | | | | | — | 5.57 | 2020 | — | | | | | | | 74 |
Senior unsecured notes series C | | | | | | | — | 5.58 | 2020 | — | | | | | | | 199 |
Senior unsecured medium-term notes series 1 | | | | | | | 250 | 4.89 | 2021 | 250 | | | | | | | 250 |
Senior unsecured medium-term notes series 2 | | | | | | | 450 | 3.77 | 2022 | 449 | | | | | | | 449 |
Senior unsecured medium-term notes series 3 | | | | | | | 450 | 4.75 | 2043 | 446 | | | | | | | 446 |
Senior unsecured medium-term notes series 4 | | | | | | | 600 | 4.81 | 2044 | 596 | | | | | | | 596 |
Senior unsecured medium-term notes series 5 | | | | | | | 450 | 3.54 | 2025 | 449 | | | | | | | 449 |
Senior unsecured medium-term notes series 6 | | | | | | | 500 | 4.24 | 2027 | 498 | | | | | | | 498 |
Senior unsecured medium-term notes series 7 | | | | | | | 600 | 3.71 | 2026 | 603 | | | | | | | 498 |
Senior unsecured medium-term notes series 8 | | | | | | | 650 | 2.99 | 2024 | 646 | | | | | | | 646 |
Senior unsecured medium-term notes series 9 | | | | | | | 550 | 4.74 | 2047 | 542 | | | | | | | 542 |
Senior unsecured medium-term notes series 10 | | | | | | | 650 | 4.02 | 2028 | 662 | | | | | | | 398 |
Senior unsecured medium-term notes series 11 | | | | | | | 800 | 4.75 | 2048 | 844 | | | | | | | 298 |
Senior unsecured medium-term notes series 12 | | | | | | | 650 | 3.62 | 2029 | 654 | | | | | | | 398 |
Senior unsecured medium-term notes series 13 | | | | | | | 700 | 4.54 | 2049 | 713 | | | | | | | 714 |
Senior unsecured medium-term notes series 14 | | | | | | | 600 | 2.56 | 2023 | 598 | | | | | | | 598 |
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 | | | | | | | — |
Senior unsecured medium-term notes series 3A | | | | | | | 50 | 5.05 | 2022 | 52 | | | | | | | 52 |
Senior unsecured medium-term notes series 5A | | | | | | | 350 | 3.43 | 2021 | 353 | | | | | | | 353 |
Total interest bearing liabilities | | | | | | | | | | 10,987 | | | | | | | 10,152 |
Less current portion | | | | | | | | | | (250) | | | | | | | (74) |
Total non-current | | | | | | | | | | 10,737 | | | | | | | 10,078 |
(1) | Pembina's unsecured credit facilities include a $2.5 bil ion revolving facility that matures in May 2024, a $500 mil ion non-revolving term loan that matures in August 2022, a |
$800 mil ion revolving facility that matures in April 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 2021, 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 September 30, 2020. Borrowings under the credit facilities |
bear interest at prime, Bankers' Acceptance, or LIBOR rates, plus applicable margins. |
(3) | No U.S. dol ar variable rate debt outstanding at September 30, 2020 (December 31, 2019: U.S. $454 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 14 for foreign exchange risk management. |
On January 10, 2020, Pembina closed an offering of $1.0 bil ion of senior unsecured medium-term notes. The offering was conducted in three tranches, consisting of $250 mil ion issued through a re-opening of Pembina's senior unsecured medium-term notes, series 10, having a fixed coupon of 4.02 percent per annum, payable semi-annual y and maturing on March 27, 2028; $500 mil ion issued through a re-opening of Pembina's senior unsecured medium-term notes, series 11, having a fixed coupon of 4.75 percent per annum, payable semi-annual y and maturing on March 26, 2048; and $250 mil ion issued through a re-opening of Pembina's senior unsecured medium-term notes, series 12, having a fixed coupon of 3.62 percent per annum, payable semi-annual y and maturing on April 3, 2029. |
On April 6, 2020, Pembina entered into an unsecured $800 mil ion revolving credit facility with certain existing lenders, which provides additional liquidity and flexibility in Pembina’s capital structure in the current market conditions. The credit facility has an initial term of two years. The other terms and conditions of the credit facility, including financial covenants, are substantial y similar to Pembina's unsecured $2.5 bil ion revolving credit facility. |
Pembina Pipeline Corporation Third Quarter 2020 48 |
On May 7, 2020, Pembina entered into an unsecured U.S. $250 mil ion non-revolving term loan with a global bank, which provides additional liquidity and flexibility in Pembina's capital structure in the current market conditions. The term loan has an initial term of five years. The other terms and conditions of the credit facility, including financial covenants, are substantial y similar to Pembina's unsecured $2.5 bil ion revolving credit facility. |
On May 28, 2020, Pembina closed an offering of $500 mil ion of senior unsecured medium-term notes. The offering was conducted in two tranches, consisting of $400 mil ion in senior unsecured medium-term notes, series 16, having a fixed coupon of 4.76 percent per annum, payable semi-annual y, and maturing on May 28, 2050 and $100 mil ion issued through a re-opening of Pembina's senior unsecured medium-term notes, series 7, having a fixed coupon of 3.71 percent per annum, payable semi-annual y and maturing on August 11, 2026. |
On July 10, 2020, Pembina's $200 mil ion senior unsecured notes, series C, were ful y repaid through an early redemption, of which notice was provided to holders on June 5, 2020. The series C notes were original y set to mature in September 2021. |
8. DECOMMISSIONING PROVISION |
($ mil ions) | 2020 |
Balance at January 1 | | | 867 |
Unwinding of discount rate | | | 14 |
Change in rates | | | 212 |
Additions | | | 20 |
Change in cost estimates and other | | | (38) |
Total | | | 1,075 |
Less current portion(1) | | | (2) |
Balance at September 30 | | | 1,073 |
(1) | Included in trade payables and other on the Condensed Consolidated Interim Statement of Financial Position. |
Pembina applied a risk-free real return rate of -0.2 percent (December 31, 2019: 0.3 percent) to estimate the present value of the decommissioning provision. Changes in the measurement of the decommissioning provision are added to, or deducted from, the cost of the related property, plant and equipment or right-of-use asset. |
9. SHARE CAPITAL |
Common Share Capital |
| | | Number of |
| | | Common Shares | Common |
($ mil ions, except as noted) | | | (mil ions) | Share Capital |
Balance at December 31, 2019 | | | | | | 548 | 15,539 |
Share-based payment transactions | | | | | | 2 | 99 |
Balance at September 30, 2020 | | | | | | 550 | 15,638 |
Preferred Share Capital |
| | | | | Number of Preferred |
| | | Shares | Preferred |
($ mil ions, except as noted) | | | (mil ions) | Share Capital |
Balance at December 31, 2019 | | | | | | 122 | 2,956 |
Part VI.1 tax | | | | | | — | (5) |
Balance at September 30, 2020 | | | | | | 122 | 2,951 |
| | | | | | 49 | Pembina Pipeline Corporation Third Quarter 2020 |
Dividends |
The fol owing dividends were declared by Pembina: |
9 Months Ended September 30($ mil ions) |
| 2020 | 2019 |
Common shares |
$1.89 per common share (2019: $1.76) | 1,039 | 899 |
Preferred shares |
$0.92 per Series 1 preferred share (2019: $0.92) | 9 | 9 |
$0.84 per Series 3 preferred share (2019: $0.84) | 5 | 5 |
$0.85 per Series 5 preferred share (2019: $0.90) | 9 | 9 |
$0.82 per Series 7 preferred share (2019: $0.84) | 8 | 8 |
$0.89 per Series 9 preferred share (2019: $0.89) | 8 | 8 |
$1.07 per Series 11 preferred share (2019: $1.07) | 7 | 7 |
$1.07 per Series 13 preferred share (2019: $1.07) | 11 | 11 |
$0.84 per Series 15 preferred share (2019: $0.84) | | | | 7 | 7 |
$0.90 per Series 17 preferred share (2019: $0.92) | | | | 5 | 6 |
$0.92 per Series 19 preferred share (2019: $0.94) | | | | 7 | 8 |
$0.92 per Series 21 preferred share (2019: $0.91) | | | | 15 | 14 |
$0.98 per Series 23 preferred share (2019: nil) | | | | 12 | — |
$0.98 per Series 25 preferred share (2019: nil) | | | | 10 | — |
| 113 | 92 |
On June 1, 2020, Pembina announced that it did not intend to exercise its right to redeem the eight mil ion Cumulative Redeemable Rate Reset Class A Preferred Shares, Series 19 shares outstanding on June 30, 2020. |
On October 6, 2020, Pembina announced that its Board of Directors had declared a dividend of $0.21 per common share ($2.52 annual y) in the total amount of $115 mil ion, payable on November 13, 2020 to shareholders of record on October 23, 2020. Pembina's Board of Directors also declared quarterly dividends for Pembina's preferred shares as outlined in the fol owing table: |
| | | | | | | Dividend Amount |
Series | | | | Record Date | Payable Date | Per Share Amount | | ($ mil ions) |
Series 1 | | | | | | | | | November 2, 2020 | December 1, 2020 | $0.306625 | 3 |
Series 3 | | | | | | | | | November 2, 2020 | December 1, 2020 | $0.279875 | 2 |
Series 5 | | | | | | | | | November 2, 2020 | December 1, 2020 | $0.285813 | 3 |
Series 7 | | | | | | | | | November 2, 2020 | December 1, 2020 | $0.273750 | 3 |
Series 9 | | | | | | | | | November 2, 2020 | December 1, 2020 | $0.296875 | 3 |
Series 11 | | | | | | | | | November 2, 2020 | December 1, 2020 | $0.359375 | 2 |
Series 13 | | | | | | | | | November 2, 2020 | December 1, 2020 | $0.359375 | 4 |
Series 15 | | | | | | | | | December 15, 2020 | December 31, 2020 | $0.279000 | 2 |
Series 17 | | | | | | | | | December 15, 2020 | December 31, 2020 | $0.301313 | 2 |
Series 19 | | | | | | | | | December 15, 2020 | December 31, 2020 | $0.292750 | 2 |
Series 21 | | | | | | | | | November 2, 2020 | December 1, 2020 | $0.306250 | 5 |
Series 23 | | | | | | | | | November 2, 2020 | November 16, 2020 | $0.328125 | 4 |
Series 25 | | | | | | | | | November 2, 2020 | November 16, 2020 | $0.325000 | 3 |
| | 38 |
Subsequent to quarter end, on November 2, 2020, Pembina announced that it did not intend to exercise its right to redeem the nine mil ion Cumulative Redeemable Rate Reset Class A Preferred Shares, Series 9 shares outstanding on December 1, 2020. |
Pembina Pipeline Corporation Third Quarter 2020 50 |
10. REVENUE |
Revenue has been disaggregated into categories to reflect how the nature, timing and uncertainty of revenue and cash flows are affected by economic factors. |
a. Revenue Disaggregation |
| 2020 | 2019 |
| Marketing | Marketing |
3 Months Ended September 30 |
| | | | | & New | | | & New |
| | | Pipelines | Facilities | Ventures | | | | | Total Pipelines | Facilities | Ventures | | | | | | | Total | ($ mil ions)Take-or-pay(1) |
| | | | 428 | 197 | | | | — | 625 | | | | 288 | 151 | | | | | | — | 439 |
Fee-for-service(1) | | | | | | | | | | | 55 | 22 | | | | — | 77 | | | | 100 | 33 | | | | | | — | 133 |
Product sales(2) | | | | | | | | | | | — | — | | | | 825 | 825 | | | | — | — | | | | | | 1,106 | 1,106 |
Revenue from contracts with customers | | | | 483 | 219 | | | | 825 | 1,527 | | | | 388 | 184 | | | | | | 1,106 | 1,678 |
Operational finance lease income | | | | 3 | — | | | | — | 3 | | | | — | — | | | | | | — | — |
Fixed operating lease income | | | | | | | | | | | 31 | 8 | | | | — | 39 | | | | 16 | 6 | | | | | | — | 22 |
Total external revenue | | | | 517 | 227 | | | | 825 | 1,569 | | | | 404 | 190 | | | | | | 1,106 | 1,700 |
(1) | Revenue recognized over time. |
(2) | Revenue recognized at a point in time. |
| 2020 | 2019 |
| Marketing | Marketing |
9 Months Ended September 30 |
| | | | | & New | | | & New |
| | | Pipelines | Facilities | Ventures | | | | | Total Pipelines | Facilities | Ventures | | | | | | | Total | ($ mil ions)Take-or-pay(1) |
| | | | 1,206 | 556 | | | | — | 1,762 | | | | 862 | 469 | | | | | | — | 1,331 |
Fee-for-service(1) | | | | 220 | 80 | | | | — | 300 | | | | 288 | 74 | | | | | | — | 362 |
Product sales(2) | | | | | | | | | | | — | — | | | | 2,309 | 2,309 | | | | — | 3 | | | | | | 3,712 | 3,715 |
Revenue from contracts with customers | | | | 1,426 | 636 | | | | 2,309 | 4,371 | | | | 1,150 | 546 | | | | | | 3,712 | 5,408 |
Operational finance lease income | | | | | | | | | | | 11 | — | | | | — | 11 | | | | — | — | | | | | | — | — |
Fixed operating lease income | | | | 100 | 26 | | | | — | 126 | | | | 47 | 21 | | | | | | — | 68 |
Total external revenue | | | | 1,537 | 662 | | | | 2,309 | 4,508 | | | | 1,197 | 567 | | | | | | 3,712 | 5,476 |
(1) | Revenue recognized over time. |
(2) | Revenue recognized at a point in time. |
| | | | | 51 | | | | | | | Pembina Pipeline Corporation Third Quarter 2020 |
b. Contract Liabilities |
Significant changes in the contract liabilities balances during the period are as fol ows: |
| 9 Months Ended September 30, 2020 | 12 Months Ended December 31, 2019 |
| | | Other | Total | Other | Total |
| | | Contract | Contract | Contract | Contract |
($ mil ions) | Take-or-Pay | | Liabilities | Liabilities | Take-or-Pay | | | Liabilities | Liabilities |
Opening balance | | | | | | | 8 | 223 | 231 | | | | 9 | 159 | 168 |
Additions (net in the period) | | | | | | | 42 | 103 | 145 | | | | 4 | 35 | 39 |
Acquisition (Note 3) | | | | | | | — | — | — | | | | — | 77 | 77 |
Revenue recognized from contract liabilities(1) | | | | | | | (8) | (40) | (48) | | | | (5) | (48) | (53) |
Closing balance | | | | | | | 42 | 286 | 328 | | | | 8 | 223 | 231 |
Less current portion(2) | | | | | | | (42) | (50) | (92) | | | | (8) | (31) | (39) |
Ending balance | | | | | | | — | 236 | 236 | | | | — | 192 | 192 |
(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 September 30, 2020, the balance includes $42 mil ion of cash col ected under take-or-pay contracts which wil be recognized within one year as the customer chooses to |
ship, process, or otherwise forego the associated service. |
Contract liabilities depict Pembina's obligation to perform services in the future for cash and non-cash consideration which has been received from customers. Contract liabilities include up-front payments or non-cash consideration received from customers for future transportation, processing and storage services. Contract liabilities also include consideration received from customers for take-or-pay commitments where the customer has a make-up right to ship or process future volumes under a firm contract. These amounts are non-refundable should the customer not use its make-up rights. |
Pembina does not have any contract assets. In al instances where goods or services have been transferred to a customer in advance of the receipt of customer consideration, Pembina's right to consideration is unconditional and has therefore been presented as a receivable. |
11. NET FINANCE COSTS |
| | | 3 Months Ended September 30 | | | | | 9 Months Ended September 30 |
($ mil ions) | | | | | | | | | 2020 | 2019 | | | 2020 | 2019 |
Interest expense on financial liabilities measured at amortized cost: |
Loans and borrowings | | | | | | | | | 91 | 71 | | | 269 | 216 |
Leases | | | | | | | | | 9 | 4 | | | 29 | 13 |
Unwinding of discount rate | | | | | | | | | 5 | 3 | | | 14 | 10 |
Finance lease income(1) | | | | | | | | | — | — | | | (1) | (1) |
(Gain) loss in fair value of non-commodity-related derivative financial |
instruments | | | | | | | | | (11) | 2 | | | 11 | 5 |
Foreign exchange (gains) losses and other | | | | | | | | | (11) | (3) | | | 42 | (9) |
Net finance costs(1) | | | | | | | | | 83 | 77 | | | 364 | 234 |
(1) | Excludes operational finance lease income from lessor lease arrangements which is included in revenue as this income is generated from physical assets in the normal course |
of operations. |
Pembina Pipeline Corporation Third Quarter 2020 52 |
12. OPERATING SEGMENTS |
Pembina's operating segments are organized by three divisions: Pipelines, Facilities and Marketing & New Ventures. |
| | | | | Corporate & |
3 Months Ended September 30, 2020 |
| | | Marketing & New | | Inter-division |
| Pipelines(1) | Facilities | | Ventures(2) | Eliminations | Total | ($ mil ions) |
Revenue from external customers | | | | | | | 517 | 227 | | | | | | 825 | — | 1,569 |
Inter-division revenue | | | | | | | 40 | 84 | | | | | — | (124) | — |
Total revenue(3) | | | | | | | 557 | 311 | | | | | | 825 | (124) | 1,569 |
Operating expenses | | | | | | | 129 | 99 | | | | | — | (50) | 178 |
Cost of goods sold, including product purchases | | | | | | | — | 3 | | | | | 793 | (76) | 720 |
Depreciation and amortization included in operations | | | | | | | 105 | 51 | | | | | 12 | 2 | 170 |
Cost of sales | | | | | | | 234 | 153 | | | | | | 805 | (124) | 1,068 |
Realized gain on commodity-related derivative |
financial instruments | | | | | | | — | — | | | | | (7) | — | (7) |
Share of profit (loss) from equity accounted investees | | | | | | | 55 | 11 | | | | | (5) | — | 61 |
Unrealized (gain) loss on commodity-related |
derivative financial instruments | | | | | | | — | (11) | | | | | | 17 | — | 6 |
Gross profit | | | | | | | 378 | 180 | | | | | | 5 | — | 563 |
Depreciation included in general and administrative | | | | | | | — | — | | | | | — | 9 | 9 |
Other general and administrative | | | | | | | 6 | 2 | | | | | 9 | 30 | 47 |
Other (income) expense | | | | | | | (4) | — | | | | | 1 | (1) | (4) |
Reportable segment results from operating activities | | | | | | | 376 | 178 | | | | | | (5) | (38) | 511 |
Net finance costs (income) | | | | | | | 8 | 6 | | | | | (7) | 76 | 83 |
Reportable segment earnings (loss) before tax | | | | | | | 368 | 172 | | | | | | 2 | (114) | 428 |
Capital expenditures | | | | | | | 53 | 98 | | | | | 10 | 13 | 174 |
Contributions to equity accounted investees | | | | | | | — | 28 | | | | | — | — | 28 |
| | | | | Corporate & |
3 Months Ended September 30, 2019 |
| | | Marketing & | | Inter-division |
| Pipelines(1) | Facilities | New Ventures(2) | | Eliminations | Total | ($ mil ions) |
Revenue from external customers | | | | | | | 404 | 190 | 1,106 | | | | | — | 1,700 |
Inter-division revenue | | | | | | | 37 | 98 | | | | | — | (135) | — |
Total revenue(3) | | | | | | | 441 | 288 | 1,106 | | | | | (135) | 1,700 |
Operating expenses | | | | | | | 109 | 97 | | | | | — | (55) | 151 |
Cost of goods sold, including product purchases | | | | | | | — | — | 1,034 | | | | | (85) | 949 |
Depreciation and amortization included in operations | | | | | | | 64 | 42 | | | | | 11 | 4 | 121 |
Cost of sales | | | | | | | 173 | 139 | 1,045 | | | | | (136) | 1,221 |
Realized gain on commodity-related derivative |
financial instruments | | | | | | | — | — | | | | | (5) | — | (5) |
Share of profit from equity accounted investees | | | | | | | 63 | 12 | | | | | 14 | — | 89 |
Unrealized gain on commodity-related derivative |
financial instruments | | | | | | | — | — | | | | | (40) | — | (40) |
Gross profit | | | | | | | 331 | 161 | | | | | 120 | 1 | 613 |
Depreciation included in general and administrative | | | | | | | — | — | | | | | — | 5 | 5 |
Other general and administrative | | | | | | | 5 | 3 | | | | | 9 | 42 | 59 |
Other (income) expense | | | | | | | (5) | — | | | | | — | 3 | (2) |
Reportable segment results from operating activities | | | | | | | 331 | 158 | | | | | 111 | (49) | 551 |
Net finance costs (income) | | | | | | | 2 | 14 | | | | | (1) | 62 | 77 |
Reportable segment earnings (loss) before tax | | | | | | | 329 | 144 | | | | | 112 | (111) | 474 |
Capital expenditures | | | | | | | 212 | 167 | | | | | 34 | 8 | 421 |
Contributions to equity accounted investees | | | | | | | — | 24 | | | | | 1 | — | 25 |
(1) | Pipelines transportation revenue includes $62 mil ion (2019: $7 mil ion) associated with U.S. pipeline revenue. |
(2) | Marketing & New Ventures includes revenue of $33 mil ion (2019: $28 mil ion) associated with U.S. midstream sales. |
(3) | During the third quarter of 2020, no one customer accounted for 10 percent or more of total revenues reported throughout al segments. During the third quarter of 2019, |
one customer accounted for 10 percent or more of total revenues with $244 mil ion reported throughout al segments. |
| | 53 | Pembina Pipeline Corporation Third Quarter 2020 |
| | | | | Corporate & |
9 Months Ended September 30, 2020 |
| | | Marketing & New | | Inter-Division |
| Pipelines(1) | Facilities | | Ventures(2) | Eliminations | Total | ($ mil ions) |
Revenue from external customers | | 1,537 | 662 | | 2,309 | | | — | 4,508 |
Inter-division revenue | | | | | | | | 111 | 243 | | | | | | | — | (354) | — |
Total revenue(3) | | 1,648 | 905 | | 2,309 | | | (354) | 4,508 |
Operating expenses | | | | | | | | 362 | 281 | | | | | | | — | (132) | 511 |
Cost of goods sold, including product purchases | | | | | | | | — | 7 | 2,241 | | | (230) | 2,018 |
Depreciation and amortization included in operations | | | | | | | | 306 | 155 | | | | | | | 37 | 6 | 504 |
Cost of sales | | | | | | | | 668 | 443 | | 2,278 | | | (356) | 3,033 |
Realized gain on commodity-related derivative |
financial instruments | | | | | | | | — | — | | | | | | (60) | — | (60) |
Share of profit (loss) from equity accounted investees | | | | | | | | 170 | 41 | | | | | | (2) | — | 209 |
Unrealized (gain) loss on commodity-related |
derivative financial instruments | | | | | | | | — | (14) | | | | | | | 12 | — | (2) |
Gross profit | | 1,150 | 517 | | | | | | | 77 | 2 | 1,746 |
Depreciation included in general and administrative | | | | | | | | — | — | | | | | | — | 28 | 28 |
Other general and administrative | | | | | | | | 16 | 7 | | | | | | 24 | 101 | 148 |
Other (income) expense | | | | | | | | (1) | 1 | | | | | | 13 | (20) | (7) |
Reportable segment results from operating activities | | 1,135 | 509 | | | | | | | 40 | (107) | 1,577 |
Net finance costs | | | | | | | | 24 | 19 | | | | | | 2 | 319 | 364 |
Reportable segment earnings (loss) before tax | | 1,111 | 490 | | | | | | | 38 | (426) | 1,213 |
Capital expenditures | | | | | | | | 511 | 296 | | | | | | | 34 | 27 | 868 |
Contributions to equity accounted investees | | | | | | | | — | 69 | | | | | | 155 | — | 224 |
| | | | | Corporate & |
9 Months Ended September 30, 2019 |
| | | Marketing & New | | Inter-Division |
| Pipelines(1) | Facilities | | Ventures(2) | Eliminations | Total | ($ mil ions) |
Revenue from external customers | | 1,197 | 567 | | 3,712 | | | — | 5,476 |
Inter-division revenue | | | | | | | | 103 | 267 | | | | | | | — | (370) | — |
Total revenue(3) | | 1,300 | 834 | | 3,712 | | | (370) | 5,476 |
Operating expenses | | | | | | | | 299 | 264 | | | | | | | — | (138) | 425 |
Cost of goods sold, including product purchases | | | | | | | | — | 2 | 3,428 | | | (237) | 3,193 |
Depreciation and amortization included in operations | | | | | | | | 179 | 118 | | | | | | | 43 | 5 | 345 |
Cost of sales | | | | | | | | 478 | 384 | | 3,471 | | | (370) | 3,963 |
Realized gain on commodity-related derivative |
financial instruments | | | | | | | | — | — | | | | | | (25) | — | (25) |
Share of profit from equity accounted investees | | | | | | | | 209 | 36 | | | | | | 37 | — | 282 |
Unrealized gain on commodity-related derivative |
financial instruments | | | | | | | | — | — | | | | | | (10) | — | (10) |
Gross profit | | 1,031 | 486 | | | | | | | 313 | — | 1,830 |
Depreciation included in general and administrative | | | | | | | | — | — | | | | | | — | 27 | 27 |
Other general and administrative | | | | | | | | 22 | 12 | | | | | | 28 | 125 | 187 |
Other (income) expense | | | | | | | | (3) | — | | 3 | | 2 | 2 |
Reportable segment results from operating activities | | 1,012 | 474 | | | | | | | 282 | (154) | 1,614 |
Net finance costs | | | | | | | | 7 | 17 | | | | | | — | 210 | 234 |
Reportable segment earnings (loss) before tax | | 1,005 | 457 | | | | | | | 282 | (364) | 1,380 |
Capital expenditures | | | | | | | | 637 | 426 | | | | | | | 135 | 18 | 1,216 |
Contributions to equity accounted investees | | | | | | | | — | 50 | | | | | | 93 | — | 143 |
(1) | Pipelines transportation revenue includes $170 mil ion (2019: $18 mil ion) associated with U.S. pipeline revenue. |
(2) | Marketing & New Ventures includes revenue of $98 mil ion (2019: $126 mil ion) associated with U.S. midstream sales. |
(3) | During 2020, no one customer accounted for 10 percent or more of total revenues reported throughout al segments. During 2019, one customer accounted for 10 percent or |
more of total revenues with $681 mil ion reported throughout al segments. |
Pembina Pipeline Corporation Third Quarter 2020 54 |
13. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) |
| | | Pension and |
| | | other Post- |
| Currency | Cash Flow | Retirement |
| Translation | Hedge | Benefit Plan |
($ mil ions) | Reserve | Reserve | Adjustments(2) | Total |
Balance at December 31, 2018 | | | | | | 348 | | | | | — | (31) | 317 |
Other comprehensive loss before hedging activities | | | | | | (119) | | | | | — | — | (119) |
Balance at September 30, 2019 | | | | | | 229 | | | | | — | (31) | 198 |
Balance at December 31, 2019 | | | | | | 134 | | | | | — | (36) | 98 |
Other comprehensive gain before hedging activities | | | | | | 143 | | | | | — | 14 | 157 |
Other comprehensive gain (loss) resulting from hedging activities(1) | | | | | | | | 17 | (1) | — | 16 |
Tax impact | | | | | | | | (1) | — | — | (1) |
Balance at September 30, 2020 | | | | | | 293 | | | | | (1) | (22) | 270 |
(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 14). |
(2) | Pension and other Post-Retirement Benefit Plan Adjustments wil not be reclassified into earnings. |
14. FINANCIAL INSTRUMENTS & RISK MANAGEMENT |
Risk Management |
Hedge of Net Investment in Foreign Operations |
On May 7, 2020, Pembina designated the U.S. $250 mil ion non-revolving term loan it entered into as a hedge of the Company's net investment in selected U.S. functional currency foreign operations. 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. Foreign exchange gains and losses on the designated debt are recognized in the currency translation reserve in accumulated other comprehensive income (Note 13). |
Interest Rate Risk - Cash Flow Hedge |
On May 8, 2020, Pembina designated financial derivative contracts that fix the interest rate on U.S. $250 mil ion of variable rate debt as cash flow hedging instruments. The designated cash flow hedge has been assessed as having no ineffectiveness as the critical terms are aligned. Unrealized gains (losses) on derivatives in designated cash flow hedging relationships are recognized in the cash flow hedge reserve in accumulated other comprehensive income, with realized gains (losses) being reclassified to net finance costs (Note 13). |
55 | Pembina Pipeline Corporation Third Quarter 2020 |
Fair Values |
The fair values of financial assets and liabilities, together with the carrying amounts shown in the condensed consolidated interim statements of financial position, are shown in the table below. Certain non-derivative financial instruments measured at amortized cost including cash and cash equivalents, trade receivables and other, finance lease receivables, advances to related parties and trade payables and other have been excluded because they have carrying amounts that approximate their fair value due to the nature of the item or the short time to maturity. These instruments would be classified in Level 2 of the fair value hierarchy. A financial guarantee included in other liabilities has a carrying amount that approximates fair value at the reporting date due to the nature of the underlying development project and is classified in Level 3 of the fair value hierarchy and has been excluded from the table below. |
| September 30, 2020 | December 31, 2019 |
| | | | Fair Value(1) | | Fair Value(1) |
| | | Carrying | | Carrying |
| | | Value | | Value | ($ mil ions) | Level 1 | | | Level 2 | | | Level 3 | Level 1 | | | | Level 2 | | Level 3 |
Financial assets carried at fair valueDerivative financial instruments(3) |
| | | | 75 | | | — | | | | | 75 | — | 48 | | | | — | | | | 48 | — |
Financial liabilities carried at fair valueDerivative financial instruments(3) |
| | | | 22 | | | — | | | | | 22 | — | 9 | | | | — | | 9 | — |
Financial liabilities carried at amortized costLoans and borrowings(2) |
| | | 10,987 | — 11,939 | — 10,152 | — 10,729 | | — |
(1) | The basis for determining fair value is disclosed in Note 2. |
(2) | Carrying value of current and non-current balances. |
(3) | At September 30, 2020 al derivative financial instruments are carried at fair value through earnings, except for $1 mil ion in interest rate derivative financial liabilities that |
have been designated as cash flow hedges (December 31, 2019: nil) |
15. COMMITMENTS AND CONTINGENCIES |
Commitments |
Pembina had the fol owing contractual obligations outstanding at September 30, 2020: |
Contractual Obligations | | | | | | | | | Payments Due by Period |
($ mil ions) | | | Total | Less than 1 Year | | | | | | 1 – 3 Years | 3 – 5 Years | | | | | | | | After 5 Years |
Leases(1) | | | | | | | | | | | | 1,084 | 131 | 222 | 175 | | 556 |
Loans and borrowings(2) | | | | | | | | | | | | 16,466 | 701 | 2,621 | 2,828 | | 10,316 |
Construction commitments(3) | | | | | | | | | | | | 1,396 | 303 | 301 | 298 | | 494 |
Other(4) | | | | | | | | | | | | 599 | | | 111 | 162 | 80 | | 246 |
Total contractual obligations | | | | | | | | | | | | 19,545 | 1,246 | 3,306 | 3,381 | | 11,612 |
(1) | Includes terminals, rail, office space, land and vehicle leases. |
(2) | Excluding deferred financing costs. Including interest payments on Pembina's senior unsecured notes. |
(3) | 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. |
(4) | Includes $28 mil ion in commitments related to leases that have not yet commenced. |
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 10 years and involve the purchase of NGL products from producers. Assuming product is available, Pembina has secured between 35 and 175 mbpd of NGL each year up to and including 2029. Power purchase agreements range from one to 25 years and involve the purchase of power from electrical service providers. Pembina has secured up to 80 megawatts per day each year up to and including 2044. |
| | | | Pembina Pipeline Corporation Third Quarter 2020 56 |
Commitments to Equity Accounted Investees | |
Pembina is contractual y committed to provide CKPC with funding to construct assets that wil form part of CKPC's PDH/PP Facility, subject to certain conditions being met. Fol owing CKPC's decision to defer investment in the PDH/PP Facility, Pembina has deferred future contributions to CKPC. |
Pembina has a contractual commitment to advance U.S. $16 mil ion to Ruby by March 31, 2021. |
Pembina has commitments to provide contributions to certain equity accounted investees based on annual budgets approved by the joint venture partners. |
Contingencies |
Pembina, 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. While the outcome of such actions and proceedings cannot be predicted with certainty, 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. |
At September 30, 2020, Pembina had $96 mil ion (December 31, 2019: $103 mil ion) in letters of credit issued to facilitate commercial transactions with third parties and to support regulatory requirements. |
57 | Pembina Pipeline Corporation Third Quarter 2020 |
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.K, PPL.PR.M, 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 |