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



FORM
40-F



(Check One)



 ̈Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934



or



x
Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934



For the fiscal year endedDecember
31, 2012



Commission file number1-35563



PEMBINA
PIPELINE CORPORATION

(Exact name
of registrant as specified in its charter)



|Alberta, Canada(Province or other jurisdiction ofincorporation or organization) | 4612(Primary Standard IndustrialClassification Code Number (ifapplicable)) | None(I.R.S. EmployerIdentification Number (ifApplicable))
|------------------------------------------------------------------------------- | -------------------------------------------------------------------------- | ---------------------------------------------------------



Suite 3800,
525 – 8th Avenue S.W., Calgary, Alberta, Canada T2P 1G1(403) 231-7500
(Address and Telephone Number of Registrant’s Principal Executive Offices)



DL Services
Inc., Columbia Center, 701 Fifth Avenue, Suite 6100

(206) 903-8800

(Name,
Address (Including Zip Code) and Telephone Number
(Including Area Code) of Agent For Service in the United States)



Securities registered
or to be registered pursuant to Section 12(b) of the Act.



|Title
    of each classCommon Shares | Name
    of each exchange on which registeredNew York Stock Exchange
|------------------------------------ | --------------------------------------------------------------------



Securities registered
or to be registered pursuant to Section 12(g) of the Act.     None



Securities for
which there is a reporting obligation pursuant to Section 15(d) of the Act.    None



For annual reports,
indicate by check mark the information filed with this Form:



|x
    Annual Information Form | x
    Audited Annual Financial Statements
|----------------------------- | -----------------------------------------



Indicate the number of outstanding
shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
293,226,473



Indicate by check mark whether the
registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
“Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file
such reports); and (2) has been subject to such filing requirements for the past 90 days.



Yes x        No
 ̈



Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (s.232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such files).



Yes  ̈        No
 ̈

.









FORM
40-F



Principal
Documents



The following documents, filed as
Exhibits 99.1, 99.2 and 99.3 to this Annual Report on Form 40-F of Pembina Pipeline Corporation (“Pembina”), are hereby
incorporated by reference into this Annual Report on Form 40-F:



| | (a) | Annual Information Form for the
                                                               fiscal year ended December 31, 2012;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------



| | (b) | Management’s Discussion and
                                                               Analysis for the fiscal year ended December 31, 2012; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | Audited Consolidated Financial Statements
                                                               for the fiscal year ended December 31, 2012. Pembina’s Audited
                                                               Consolidated Financial Statements included in this Annual Report
                                                               on Form 40-F have been prepared in accordance with International
                                                               Financial Reporting Standards, as issued by the International Accounting
                                                               Standards Board. Therefore, they are not comparable in all respects
                                                               to financial statements of United States companies that are prepared
                                                               in accordance with United States generally accepted accounting
                                                               principles.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



40-F2







ADDITIONAL
DISCLOSURE



Certifications and Disclosure
Regarding Controls and Procedures.



| | (a) | Certifications. See
Exhibits 99.4, 99.5, 99.6 and 99.7 to this Annual Report on Form 40-F.
| | --- | ------------------------------------------------------------------------------------------



| | (b) | Disclosure Controls and
Procedures. As of the end of Pembina’s fiscal year ended December 31, 2012, an evaluation of the effectiveness of Pembina’s
“disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) was carried out by Pembina’s management, with the participation
of its principal executive officer and principal financial officer. Based upon that evaluation, Pembina’s principal executive
officer and principal financial officer have concluded that as of the end of that fiscal year, Pembina’s disclosure controls
and procedures are effective to ensure that information required to be disclosed by Pembina in reports that it files or submits
under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and
Exchange Commission (the “Commission”) rules and forms and (ii) accumulated and communicated to Pembina’s management,
including its principal executive officer and principal financial officers, to allow timely decisions regarding required disclosure.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



It should be noted that
while Pembina’s principal executive officer and principal financial officer believe that Pembina’s disclosure controls
and procedures provide a reasonable level of assurance that they are effective, they do not expect that Pembina’s disclosure
controls and procedures or internal control over financial reporting will prevent all errors and fraud. A control system, no matter
how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system
are met.



| | (c) | Management’s Annual
Report on Internal Control Over Financial Reporting. This annual report does not include a report of management’s assessment
regarding internal control over financial reporting or an attestation report of Pembina’s registered public accounting firm
due to a transition period established by rules of the Commission for newly public companies.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | Attestation Report of the
Registered Public Accounting Firm. This annual report does not include a report of management’s assessment regarding
internal control over financial reporting or an attestation report of Pembina’s registered public accounting firm due to
a transition period established by rules of the Commission for newly public companies.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | Changes in Internal Control
Over Financial Reporting. During the fiscal year ended December 31, 2012, there were no changes in Pembina’s internal
control over financial reporting that have materially affected, or are reasonably likely to materially affect, Pembina’s
internal control over financial reporting.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



40-F3







Notices
Pursuant to Regulation BTR.



None.



Audit Committee Financial Expert.



Pembina’s board of directors
has determined that David M.B. LeGresley, a member of Pembina’s audit committee, qualifies as an “audit committee
financial expert” (as such term is defined in Form 40-F) and is “independent” as that term is defined in the
rules of the New York Stock Exchange.



Code of Ethics.



Pembina has adopted a Code of Ethics
that meets the definition of a “code of ethics” set forth in Form 40-F, and that applies to Pembina’s principal
executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions.



The Code of Ethics is available
for viewing on Pembina’s website at www.pembina.com, and is available in print to any shareholder who requests it.
Requests for copies of the Code of Ethics should be made by contacting: Investor Relations by phone at (855) 880-7404 or by e-mail
at investor-relations@pembina.com.



Since the date on which Pembina
became subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, there have not been any amendments
to, or waivers, including implicit waivers, granted from, any provision of the Code of Ethics.



If any amendment to the Code of
Ethics is made, or if any waiver from the provisions thereof is granted, Pembina may elect to disclose the information about such
amendment or waiver required by Form 40-F to be disclosed, by posting such disclosure on  Pembina’s website, which may
be accessed at www.pembina.com.



Principal
Accountant Fees and Services.



The required disclosure is included
under the heading “Audit Committee Information−External Auditor Service Fees” in Pembina’s Annual Information
Form for the fiscal year ended December 31, 2012, filed as Exhibit 99.1 to this Annual Report on Form 40-F.



Pre-Approval
Policies and Procedures.



| | (a) | Pembina’s full audit committee
                                                           pre-approves all audit and non-services provided to Pembina by its
                                                           external auditor, KPMG LLP.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Of the fees reported in Exhibit 99.1
                                                           to this Annual Report on Form 40-F under the heading “Audit Committee
                                                           Information−External Auditor Service Fees”, none of the
                                                           fees billed by KPMG LLP were approved by Pembina’s audit committee
                                                           pursuant to the de minimis exception provided by Section (c)(7)(i)(C)
                                                           of Rule 2-01 of Regulation S-X.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



40-F4







Off-Balance
Sheet Arrangements.



Pembina does not have any off-balance
sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is
material to investors.



Tabular Disclosure of Contractual
Obligations.



The required disclosure is included
under the heading “Contractual Obligations at December 31, 2012” in Pembina’s Management’s Discussion
and Analysis for the fiscal year ended December 31, 2012, filed as Exhibit 99.2 to this Annual Report on Form 40-F.



Identification
of the Audit Committee.



Pembina has a separately-designated
standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the audit committee
are: David M.B. LeGresley, Grant D. Billing,Randall
J. Findlay and Allan L. Edgeworth.



Mine Safety Disclosure.



Not applicable.



New York Stock Exchange Disclosure.



Presiding Director at Meetings
of Non-Management Directors



Pembina schedules regular executive
sessions in which Pembina’s “non-management directors” (as that term is defined in the rules of the New York
Stock Exchange) meet without management participation. Mr. Lorne B. Gordon serves as the presiding director (the “Presiding
Director”) at such sessions. As of April 30, 2013, each of Pembina’s non-management directors will be “independent”
within the meaning of the rules of the New York Stock Exchange.



Communication with Non-Management
Directors



Shareholders may send communications
to Pembina’s non-management directors by writing to Leslie A. O'Donoghue, Chair of the governance committee of the board
of directors, c/o Investor Relations, Pembina Pipeline Corporation, 3800, 525 – 8th Avenue SW, Calgary, Alberta
T2P 1G1. Communications will be referred to the Presiding Director for appropriate action. The status of all outstanding concerns
addressed to the Presiding Director will be reported to the board of directors as appropriate.



40-F5







Corporate Governance Guidelines



In accordance with Section 303A.09
of the NYSE Listed Company Manual, Pembina has adopted a set of corporate governance guidelines with respect to certain specified
matters. Such guidelines are available for viewing on Pembina’s website at www.pembina.com.



Board Committee Mandates



The Charters of Pembina’s
audit committee, human resources and compensation committee, health, safety and environment committee, and governance committee
are each available for viewing on Pembina’s website at www.pembina.com.



NYSE Statement of Governance
Differences



As a Canadian corporation listed
on the NYSE, Pembina is not required to comply with most of the NYSE corporate governance standards, so long as it complies with
Canadian corporate governance practices. In order to claim such an exemption, however, Pembina must disclose the significant difference
between its corporate governance practices and those required to be followed by U.S. domestic companies under the NYSE’s
corporate governance standards. Pembina has included a description of such significant differences in corporate governance practices
on its website which may be accessed at www.pembina.com.



40-F6







UNDERTAKING AND CONSENT TO SERVICE
OF PROCESS



| | A. | Undertaking.
| | -- | ------------



Pembina undertakes
to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish
promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form
40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said
securities.



| | B. | Consent to Service of Process.
| | -- | ------------------------------



Pembina has
concurrently filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report
arises.



Any change to
the name or address of the agent for service of process of Pembina shall be communicated promptly to the Commission by an amendment
to the Form F-X referencing the file number of Pembina.



40-F7







SIGNATURES



Pursuant to
the requirements of the Exchange Act, the registrant certifies that it meets all of the requirements for filing on Form 40-F and
has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 1,
2013.



| | Pembina Pipeline Corporation
| | ----------------------------
| |                             
| | By:                         
| | Name:                       
| | Title:                      



40-F8







EXHIBIT
INDEX



|Exhibit |  | Description                                                                                                                                                                                                                      
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                                                                  
|99.1    |  | Annual Information Form for the fiscal year ended December 31, 2012                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                  
|99.2    |  | Management’s Discussion and Analysis for the fiscal year ended
    December 31, 2012                                                                                                                                             
|        |  |                                                                                                                                                                                                                                  
|99.3    |  | Audited Consolidated Financial Statements for the fiscal year ended
    December 31, 2012, prepared in accordance with International Financial Reporting Standards, as issued by the International
    Accounting Standards Board
|        |  |                                                                                                                                                                                                                                  
|99.4    |  | Certification of Chief Executive Officer pursuant to Rule 13a-14 or
    15d-14 of the Securities Exchange Act of 1934                                                                                                            
|        |  |                                                                                                                                                                                                                                  
|99.5    |  | Certification of Chief Financial Officer pursuant to Rule 13a-14 or
    15d-14 of the Securities Exchange Act of 1934                                                                                                            
|        |  |                                                                                                                                                                                                                                  
|99.6    |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
    1350                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                  
|99.7    |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
    1350                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                  
|99.8    |  | Consent of KPMG LLP