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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 20-F

o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:001-35530

(Exact name of Registrant as specified in its charter)

Bermuda

(Jurisdiction of incorporation or organization)

73 Front Street,5th Floor, Hamilton HM 12, Bermuda

(Address of principal executive offices)

Jane Sheere

73 Front Street,5th Floor

Hamilton HM 12, Bermuda

Telephone:441-294-3304

enquiries@brookfieldrenewable.com

(Name, telephone, e-mail and/or facsimile number and address of company contact person)

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

Title of ClassTrading Symbol(s)Name of each exchange on which registered
Limited Partnership UnitsBEP, BEP.UNNew York Stock Exchange, Toronto Stock Exchange
Class A Preferred Limited Partnership Units, Series 17BEP PR ANew York Stock Exchange
4.625% Perpetual Subordinated - NotesBEPHNew York Stock Exchange
4.875% Perpetual Subordinated - NotesBEPINew 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

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:

287,164,340 Limited Partnership Units as of December 31, 2023

7,000,000 Series 7 Preferred Units as of December 31, 2023

10,000,000 Series 13 Preferred Units as of December 31, 2023

7,000,000 Series 15 Preferred Units as of December 31, 2023

8,000,000 Series 17 Preferred Units as of December 31, 2023

6,000,000 Series 18 Preferred Units as of December 31, 2023

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o No x

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 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 o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definitions of “accelerated filer”, “large accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer xAccelerated filer oNon-accelerated filer o
Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

o U.S. GAAPx International Financial Reporting Standards as issued by the InternationalAccounting Standards Boardo Other

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 o Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

TABLE OF CONTENTS

INTRODUCTION AND USE OF CERTAIN TERMS5
FORWARD-LOOKING STATEMENTS14
CAUTIONARY STATEMENT REGARDING THE USE OF NON-IFRS MEASURES17
PART I18
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS18
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE18
ITEM 3.KEY INFORMATION18
3.A[RESERVED]18
3.BCAPITALIZATION AND INDEBTEDNESS18
3.CREASONS FOR THE OFFER AND USE OF PROCEEDS18
3.DRISK FACTORS18
ITEM 4.INFORMATION ON THE COMPANY61
4.AHISTORY AND DEVELOPMENT OF THE COMPANY61
4.BBUSINESS OVERVIEW68
4.CORGANIZATIONAL STRUCTURE98
4.DPROPERTY, PLANT AND EQUIPMENT103
ITEM 4A.UNRESOLVED STAFF COMMENTS103
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS103
5.AOPERATING RESULTS103
5.BLIQUIDITY AND CAPITAL RESOURCES157
5.CRESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.157
5.DTREND INFORMATION157
5.ECRITICAL ACCOUNTING ESTIMATES157
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES157
6.ADIRECTORS AND SENIOR MANAGEMENT157
6.BCOMPENSATION165
6.CBOARD PRACTICES166
6.DEMPLOYEES175
6.ESHARE OWNERSHIP176
6.FDISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION176
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS176
7.AMAJOR SHAREHOLDERS176
7.BRELATED PARTY TRANSACTIONS177
7.CINTERESTS OF EXPERTS AND COUNSEL252
ITEM 8.FINANCIAL INFORMATION252
8.ACONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION252
8.BSIGNIFICANT CHANGES253
ITEM 9.THE OFFER AND LISTING253
9.AOFFER AND LISTING DETAILS253
9.BPLAN OF DISTRIBUTION253
9.CMARKETS253
9.DSELLING SHAREHOLDERS253
9.EDILUTION253
9.FEXPENSES OF THE ISSUE253
ITEM 10.ADDITIONAL INFORMATION253
10.ASHARE CAPITAL253
10.BMEMORANDUM AND ARTICLES OF ASSOCIATION253
10.CMATERIAL CONTRACTS283
10.DEXCHANGE CONTROLS285
10.ETAXATION285
10.FDIVIDENDS AND PAYING AGENTS308
10.GSTATEMENT OF EXPERTS308
10.HDOCUMENTS ON DISPLAY308
10.ISUBSIDIARY INFORMATION308
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK308
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES309
PART II310
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES310
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS310
ITEM 15.CONTROLS AND PROCEDURES310
ITEM 16.[RESERVED]311
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT311
ITEM 16B.CODE OF ETHICS311
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES311
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEE311
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS312
ITEM 16F.CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT314
ITEM 16G.CORPORATE GOVERNANCE314
ITEM 16H.MINE SAFETY DISCLOSURE314
ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS314
ITEM 16J.INSIDER TRADING POLICIES314
ITEM 16K.CYBERSECURITY314
PART III316
ITEM 17.FINANCIAL STATEMENTS316
ITEM 18.FINANCIAL STATEMENTS316
ITEM 19.EXHIBITS316
SIGNATURE320
INDEX TO FINANCIAL STATEMENTSF-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.