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Brookfield Renewable Corp

For the period ended Dec 31, 2023. Filed Mar 1, 2024.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2023 · Filed Mar 1, 2024

BEPC$31.74+1.5%Stored close · as of Nov 6, 2026
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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:001-39355

(Exact name of Registrant as specified in its charter)

British Columbia, Canada

(Jurisdiction of incorporation or organization)

250 Vesey Street,15th Floor

New York, New York 10281-1023

(Address of principal executive offices)

Jennifer Mazin

250 Vesey Street,15th Floor

New York, New York 10281-1023

Telephone:212-417-7000

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
Class A Exchangeable Subordinate Voting SharesBEPCNew York Stock Exchange, Toronto 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:

179,651,526 Class A Exchangeable Subordinate Voting Shares as of December 31, 2023

165 Class B Multiple Voting Shares as of December 31, 2023

194,460,874 Class C Non-Voting Shares 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 ☐

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 STATEMENTS12
CAUTIONARY STATEMENT REGARDING THE USE OF NON-IFRS MEASURES15
PART I17
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS17
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE17
ITEM 3.KEY INFORMATION17
3.A[RESERVED]17
3.BCAPITALIZATION AND INDEBTEDNESS17
3.CREASONS FOR THE OFFER AND USE OF PROCEEDS17
3.DRISK FACTORS17
ITEM 4.INFORMATION ON THE COMPANY57
4.AHISTORY AND DEVELOPMENT OF THE COMPANY57
4.BBUSINESS OVERVIEW60
4.CORGANIZATIONAL STRUCTURE75
4.DPROPERTY, PLANT AND EQUIPMENT77
ITEM 4A.UNRESOLVED STAFF COMMENTS77
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS77
5.AOPERATING RESULTS77
5.BLIQUIDITY AND CAPITAL RESOURCES119
5.CRESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.120
5.DTREND INFORMATION120
5.ECRITICAL ACCOUNTING ESTIMATES120
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES120
6.ADIRECTORS AND SENIOR MANAGEMENT121
6.BCOMPENSATION130
6.CBOARD PRACTICES130
6.DEMPLOYEES138
6.ESHARE OWNERSHIP139
6.FDISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION139
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS139
7.AMAJOR SHAREHOLDERS140
7.BRELATED PARTY TRANSACTIONS141
7.CINTEREST OF EXPERTS AND COUNSEL215
ITEM 8.FINANCIAL INFORMATION215
8.ACONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION215
8.BSIGNIFICANT CHANGES215
ITEM 9.THE OFFER AND LISTING215
9.AOFFER AND LISTING DETAILS215
9.BPLAN OF DISTRIBUTION215
9.CMARKETS215
9.DSELLING SHAREHOLDERS216
9.EDILUTION216
9.FEXPENSES OF THE ISSUE216
ITEM 10.ADDITIONAL INFORMATION216
10.ASHARE CAPITAL216
10.BMEMORANDUM AND ARTICLES OF ASSOCIATION216
10.CMATERIAL CONTRACTS239
10.DEXCHANGE CONTROLS241
10.ETAXATION241
10.FDIVIDENDS AND PAYING AGENTS253
10.GSTATEMENT OF EXPERTS253
10.HDOCUMENTS ON DISPLAY253
10.ISUBSIDIARY INFORMATION253
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK254
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES254
PART II255
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES255
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS255
ITEM 15.CONTROLS AND PROCEDURES255
ITEM 16.[RESERVED]256
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT256
ITEM 16B.CODE OF ETHICS256
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES256
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEE256
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS256
ITEM 16F.CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT257
ITEM 16G.CORPORATE GOVERNANCE257
ITEM 16H.MINE SAFETY DISCLOSURE257
ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS257
ITEM 16J.INSIDER TRADING POLICIES257
ITEM 16K.CYBERSECURITY257
PART III259
ITEM 17.FINANCIAL STATEMENTS259
ITEM 18.FINANCIAL STATEMENTS259
ITEM 19.EXHIBITS259
SIGNATURE262
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.