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, 2014



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 4000, 585 – 8th Avenue
S.W., Calgary, Alberta, Canada T2P 1G1(403) 231-7500
(Address and Telephone Number of Registrant’s Principal Executive Offices)



DL Services Inc., Columbia Center, 701 Fifth
Avenue, Suite 6100, Seattle, Washington 98104-7043

(206) 903-8800

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



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



|Title of each 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:



|xAnnual Information Form | xAudited 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: 337,923,880



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, 2014;
| | --- | --------------------------------------------------------------------



| | (b) | Management’s Discussion and Analysis for the fiscal year ended December 31, 2014; and
| | --- | -------------------------------------------------------------------------------------



| | (c) | Audited Consolidated Financial Statements for the fiscal year ended December 31, 2014. 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, 2014, 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. The required disclosure is included in
the “Management’s Report” that accompanies Pembina’s Consolidated Financial Statements for the fiscal year
ended December 31, 2014, filed as Exhibit 99.3 to this Annual Report on Form 40-F.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | Attestation Report of the Registered Public Accounting Firm. The required disclosure is included in the “Report
of Independent Registered Public Accounting Firm” that accompanies Pembina’s Consolidated Financial Statements for
the fiscal year ended December 31, 2014, filed as Exhibit 99.3 to this Annual Report on Form 40-F.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | Changes in Internal Control Over Financial Reporting. During the fiscal year ended December 31, 2014, no changes were
made 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, 2014, 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. Also see “Audit Committee Information−Pre-Approval Policies and Procedures for Audit and Non-Audit Services”
in Pembina’s Annual Information Form for the fiscal year ended December 31, 2014, filed as Exhibit 99.1 to this Annual Report
on Form 40-F.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



40-F4







| | (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.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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, 2014” in Pembina’s Management’s Discussion and Analysis for the fiscal year ended
December 31, 2014, 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, Anne-Marie Ainsworth and Lorne B. Gordon.



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. Randall J. Findlay serves as the presiding director (the “Presiding Director”) at such sessions.
Each of Pembina’s non-management directors is “independent” within the meaning of the rules of the New York Stock
Exchange, other than Mr. Robert Michaleski, who was Pembina's Chief Executive Officer until December 31, 2013.



Pembina also holds executive sessions at least once per year in
which Pembina’s independent directors meet without participation from management or non-independent directors.



40-F5







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, 4000, 585 – 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.



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, governance committee and major capital projects 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 previously filed a Form F-X in connection
with the class of securities in relation to which the obligation to file this report arises.



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



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 February 26, 2015.



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



40-F8







EXHIBIT INDEX



|Exhibit |  | Description                                                                                                                                                                                                              
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                                                          
|99.1    |  | Annual Information Form for the fiscal year ended December 31, 2014                                                                                                                                                      
|        |  |                                                                                                                                                                                                                          
|99.2    |  | Management’s Discussion and Analysis for the fiscal year ended December 31, 2014                                                                                                                                         
|        |  |                                                                                                                                                                                                                          
|99.3    |  | Audited Consolidated Financial Statements for the fiscal year ended December 31, 2014, 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