NON-CONTROLLING INTERESTS | NON-CONTROLLING INTERESTS Brookfield Renewable’s non-controlling interests are comprised of the following as at December 31: (MILLIONS) 2023 2022 Participating non-controlling interests – in operating subsidiaries $ 18,863 $ 14,755 General partnership interest in a holding subsidiary held by Brookfield 55 59 Participating non-controlling interests – in a holding subsidiary – Redeemable/Exchangeable units held by Brookfield 2,684 2,892 BEPC exchangeable shares 2,479 2,561 Preferred equity 583 571 Perpetual subordinated notes 592 592 $ 25,256 $ 21,430 Participating non-controlling interests – in operating subsidiaries The net change in participating non-controlling interests – in operating subsidiaries is as follows: (MILLIONS) Brookfield Brookfield Brookfield Brookfield Infrastructure Fund IV Brookfield Infrastructure Fund V Brookfield Global Transition Fund I Brookfield Global Transition Fund II Canadian The Isagen institutional partners Isagen public non-controlling interests Other Total As at December 31, 2020 $ 1,002 $ 1,994 $ 3,623 $ 410 $ — $ — $ — $ 627 $ 97 $ 2,651 $ 14 $ 682 $ 11,100 Net income(loss) 5 43 (16) 38 — — — 4 16 113 1 5 209 Other comprehensive income (loss) (122) 445 196 150 — — — 163 28 (107) — 86 839 Capital contributions — 6 10 924 — — — — — — — 181 1,121 Disposals (181) (214) — — — — — — — — — — (395) Distributions (1) (18) (32) (350) (114) — — — (25) (8) (215) (1) (47) (810) Other (1) 11 155 2 — — — 205 (1) — (1) (131) 239 As at December 31, 2021 685 2,253 3,618 1,410 — — — 974 132 2,442 13 776 12,303 Net income (loss) 19 (31) 144 16 — (50) — 20 11 179 1 25 334 Other comprehensive income (loss) (103) 449 212 425 — 9 — 187 (19) 67 1 20 1,248 Capital contributions — 4 — 301 — 1,484 — — — — — 342 2,131 Disposals (54) — (21) — — — — — — — — — (75) Distributions (1) (71) (59) (460) (3) — (14) — (37) (9) (524) (1) (97) (1,275) Other 1 1 (3) (15) — 32 — 4 — (5) — 74 89 As at December 31, 2022 477 2,617 3,490 2,134 — 1,461 — 1,148 115 2,159 14 1,140 14,755 Net income (loss) 27 64 108 43 291 20 1 15 7 98 1 (56) 619 Other comprehensive income (loss) (43) (96) 356 235 — 294 (3) 2 3 603 4 9 1,364 Capital contributions — — 1 162 410 2,045 298 — — — — 77 2,993 Return of capital — — — — (140) — — — — — — — (140) Disposals (388) — (32) — — (26) — — — — — (3) (449) Distributions (1) (25) (123) (695) (172) — (81) — (42) (3) (156) (1) (130) (1,428) Acquisitions through business combinations — — — — — — — — — — — 414 414 Other 27 1 (14) 9 356 (31) — 165 — — — 222 735 As at December 31, 2023 $ 75 $ 2,463 $ 3,214 $ 2,411 $ 917 $ 3,682 $ 296 $ 1,288 $ 122 $ 2,704 $ 18 $ 1,673 $ 18,863 Interests held by third parties 75%-78% 43%-60% 69%-71% 75 % 71 % 77% - 80% 50% - 51% 50 % 25 % 77 % 0.3 % 0.3% - 72% (1) Distributions paid during the year ended December 31, 2023, totaled $870 million (2022: $1,275 million and 2021: $810 million). The following tables summarize certain financial information of operating subsidiaries that have non-controlling interests that are material to Brookfield Renewable: (MILLIONS) Brookfield Brookfield Brookfield (1) Brookfield Infrastructure Brookfield Infrastructure Fund V Brookfield Global Transition Fund I Canadian The Isagen (2) TerraForm Power (3) Onpath (4) Other Total Interests held by third parties 75%-78% 43%-60% 69%-71% 75 % 71 % 77% - 80% 50 % 25 % 77 % 42 % 3%-51% 0.3%-72% Place of business United States, United States, United States, Brazil, Europe, India, China United States, Brazil, India, China United States North America, Europe, India, China, Australia Canada United States Colombia North America, United Kingdom North America, South America, China, India Year ended December 31, 2021: Revenue $ 137 $ 302 $ 195 $ 316 $ — $ — $ 81 $ 136 $ 929 $ 1,239 $ — $ 19 $ 3,354 Net income 7 64 1 50 — — 10 62 214 (245) — 66 229 Total comprehensive income (loss) (161) 895 348 252 — — 329 173 11 (243) — 187 1,791 Net income allocated to non-controlling interests 5 43 2 38 — — 4 16 162 (109) — 48 209 Year ended December 31, 2022: Revenue $ 120 $ 324 $ 213 $ 451 — $ 54 $ 116 $ 131 $ 1,135 $ 1,324 $ — $ 170 $ 4,038 Net income (loss) 25 (66) 44 14 — (66) 40 44 340 94 — 45 514 Total comprehensive income (loss) (106) 732 183 586 — (51) 403 (32) 467 301 — 132 2,615 Net income allocated to 19 (31) 31 16 — (50) 20 11 257 31 — 30 334 As at December 31, 2022: Property, plant and equipment, at fair value $ 131 $ 6,223 $ 2,873 $ 6,060 $ — $ 1,565 $ 2,686 $ 1,031 $ 8,264 $ 10,012 $ — $ 1,936 $ 40,781 Total assets 852 6,368 3,529 6,911 — 5,298 2,984 1,053 9,178 11,192 — 2,787 50,152 Total borrowings 14 1,332 1,051 3,120 — 497 466 476 2,356 6,371 — 651 16,334 Total liabilities 240 1,618 1,172 4,173 — 3,502 520 491 5,112 8,275 — 1,178 26,281 Carrying value of non-controlling interests 477 2,617 1,675 2,134 — 1,461 1,194 115 3,146 1,452 — 484 14,755 Year ended December 31, 2023: Revenue $ 56 $ 339 $ 192 $ 533 $ 45 $ 145 $ 130 $ 102 $ 1,285 $ 1,213 $ 13 $ 230 $ 4,283 Net income (loss) 34 118 79 46 411 26 31 27 186 (27) 2 (19) 913 Total comprehensive income (loss) (19) (70) 306 362 411 409 28 40 1,331 (93) (4) (172) 2,528 Net income allocated to non-controlling interests 27 64 56 43 291 20 16 7 144 (43) 1 (7) 619 As at December 31, 2023: Property, plant and equipment, at fair value $ 106 $ 5,878 $ 2,919 $ 7,293 $ 2,357 $ 4,700 $ 2,463 $ 1,024 $ 10,585 $ 9,718 $ 992 $ 4,294 $ 52,336 Total assets 112 6,055 3,662 8,396 2,538 9,535 2,747 1,036 11,601 10,528 1,261 5,429 62,909 Total borrowings 12 1,320 1,159 3,704 462 1,169 144 439 3,000 6,056 295 2,036 19,796 Total liabilities 18 1,609 1,249 5,117 1,611 5,424 192 447 6,498 9,106 630 2,845 34,756 Carrying value of non-controlling interests 75 2,463 1,713 2,411 917 3,682 1,332 122 3,948 847 335 1,018 18,863 (1) Excludes information relating to Isagen and TerraForm Power which are presented separately. (2) The total third party ownership interest in Isagen as of December 31, 2023 was 77.4% and comprised of Brookfield Infrastructure Fund III: 23.0%, Brookfield Global Infrastructure Income Fund: 1.5%, Isagen Institutional investors: 52.6% and other non-controlling interests: 0.3%. (3) The total third party interest in Terraform Power as of December 31, 2023 was 41.7% and comprised of Brookfield Infrastructure Fund III: 34.9% and Brookfield Global Infrastructure Income Fund: 6.8%. (4) The total third party interest in Onpath as of December 31, 2023 was 52.7% and comprised of Brookfield Global Transition Fund II: 49.7% and Brookfield Global Infrastructure Income Fund: 3.0%. General partnership interest in a holding subsidiary held by Brookfield, Participating non-controlling interests – in a holding subsidiary – Redeemable/Exchangeable units held by Brookfield and Class A exchangeable shares of Brookfield Renewable Corporation held by public shareholders and Brookfield Brookfield, as the owner of the 1% GP interest in BRELP, is entitled to regular distributions plus an incentive distribution based on the amount by which quarterly distributions exceed specified target levels. To the extent that LP unit distributions exceed $0.20 per LP unit per quarter, the incentive is 15% of distributions above this threshold. To the extent that quarterly LP unit distributions exceed $0.2253 per LP unit per quarter, the incentive distribution is equal to 25% of distributions above this threshold. Consolidated equity includes Redeemable/Exchangeable partnership units, BEPC exchangeable shares and the GP interest. The Redeemable/Exchangeable partnership units and the GP interest are held 100% by Brookfield, the BEPC exchangeable shares are held 25% by Brookfield Holders, with the remainder held by public shareholders. The Redeemable/Exchangeable partnership units and BEPC exchangeable shares provide the holder, at its discretion, with the right to redeem these units or shares, respectively, for cash consideration. Since this redemption right is subject to Brookfield Renewable’s right, at its sole discretion, to satisfy the redemption request with LP units of Brookfield Renewable on a one-for-one basis, the Redeemable/Exchangeable partnership units and BEPC exchangeable shares are classified as equity in accordance with IAS 32, Financial Instruments: Presentation. The Redeemable/Exchangeable partnership units, BEPC exchangeable shares and the GP interest are presented as non-controlling interests since they relate to equity in a subsidiary that is not attributable, directly or indirectly, to Brookfield Renewable. During the year ended December 31, 2023, exchangeable shareholders of BEPC exchanged 8,465 (December 31, 2022: 12,308) BEPC exchangeable for an equivalent number of LP units amounting to less than $1 million (December 31, 2022: $1 million). No Redeemable/Exchangeable partnership units have been redeemed. On June 16, 2023, Brookfield Renewable completed the issuance of 8,200,000 LP Units and 7,430,000 BEPC exchangeable shares on a bought deal basis at a price of $30.35 per LP Unit and $33.80 per BEPC exchangeable Share for gross proceeds of $500 million. The Redeemable/Exchangeable partnership units issued by BRELP and the BEPC exchangeable shares issued by BEPC have the same economic attributes in all respects to the LP units issued by Brookfield Renewable, except for the redemption rights described above. The Redeemable/Exchangeable partnership units, BEPC exchangeable shares and the GP interest, excluding incentive distributions, participate in earnings and distributions on a per unit basis equivalent to the per unit participation of the LP units of Brookfield Renewable. As at December 31, 2023, Redeemable/Exchangeable partnership units, BEPC exchangeable shares and units of GP interest outstanding were 194,487,939 units (December 31, 2022: 194,487,939 units), 179,651,526 (December 31, 2022: 172,218,098), and 3,977,260 units (December 31, 2022: 3,977,260 units), respectively. In December 2023, Brookfield Renewable renewed its normal course issuer bid in connection with its LP units and outstanding BEPC exchangeable shares. Brookfield Renewable is authorized to repurchase up to 14,361,497 LP units and 8,982,586 BEPC exchangeable shares, representing 5% of each of its issued and outstanding LP units and BEPC exchangeable shares. The bids will expire on December 17, 2024, or earlier should Brookfield Renewable complete its repurchases prior to such date. During the year ended December 31, 2023, there were 1,856,044 LP units (2022: nil) repurchased and cancelled at a total cost of $43 million (2022: nil). During the year ended December 31, 2023 and 2022, there were nil BEPC exchangeable shares repurchased. The composition of the distributions are presented in the following table: (MILLIONS) 2023 2022 2021 General partnership interest in a holding subsidiary held by Brookfield $ 5 $ 6 $ 5 Incentive distribution 111 94 80 116 100 85 Participating non-controlling interests – in a holding subsidiary – Redeemable/Exchangeable units held by Brookfield 265 250 237 BEPC exchangeable shares held by Brookfield Holders 61 58 53 External shareholders 180 162 156 Total BEPC exchangeable shares 241 220 209 $ 622 $ 570 $ 531 The following table summarizes certain financial information regarding General partnership interest in a holding subsidiary held by Brookfield, Participating non-controlling interests – in a holding subsidiary – Redeemable/Exchangeable units held by Brookfield and Class A exchangeable shares of Brookfield Renewable Corporation held by public shareholders and Brookfield: (MILLIONS) 2023 2022 2021 For the year ended December 31: Revenue $ 5,038 $ 4,711 $ 4,096 Net income (loss) 616 138 (66) Comprehensive income 2,036 2,628 2,700 Net income (loss) allocated to (1) : General partnership interest in a holding subsidiary held by Brookfield 111 92 77 Participating non-controlling interests – in a holding subsidiary – Redeemable/Exchangeable units held by Brookfield (63) (117) (135) BEPC exchangeable shares (57) (104) (119) As at December 31: Property, plant and equipment, at fair value $ 64,005 $ 54,283 Total assets 76,128 64,111 Total borrowings 29,702 24,850 Total liabilities 46,149 37,825 Carrying value of (2) : General partnership interest in a holding subsidiary held by Brookfield 55 59 Participating non-controlling interests – in a holding subsidiary – Redeemable/Exchangeable units held by Brookfield 2,684 2,892 (1) Allocated based on weighted-average GP interest, Redeemable/Exchangeable partnership units, BEPC exchangeable shares and LP units of 4.0 million, 194.5 million, 176.3 million and 282.4 million, respectively (2022: 4.0 million, 194.5 million, 172.2 million and 275.2 million, respectively and 2021: 4.0 million, 194.5 million, 172.2 million and 274.9 million, respectively). (2) Allocated based on outstanding GP interest, Redeemable/Exchangeable partnership units, BEPC exchangeable shares and LP units of 4.0 million, 194.5 million, 179.7 million and 287.2 million, respectively (2022: 4.0 million, 194.5 million, 172.2 million and 275.4 million, respectively). Preferred equity Brookfield Renewable’s preferred equity as at December 31 consists of Class A Preference Shares of Brookfield Renewable Power Preferred Equity Inc. (“BRP Equity”) as follows: Shares Cumulative Earliest Dividends declared for Carrying value as at (MILLIONS, EXCEPT AS NOTED) 2023 2022 December 31, 2023 December 31, 2022 Series 1 (C$136) 6.85 3.1 April 2025 $ 4 $ 4 $ 129 $ 126 Series 2 (C$113) (1) 3.11 7.8 April 2025 4 3 58 57 Series 3 (C$249) 9.96 4.4 July 2024 8 8 187 183 Series 5 (C$103) 4.11 5.0 April 2018 4 4 77 76 Series 6 (C$175) 7.00 5.0 July 2018 7 7 132 129 31.03 $ 27 $ 26 $ 583 $ 571 (1) Dividend rate represents annualized distribution based on the most recent quarterly floating rate. Distributions paid during the year ended December 31, 2023, totaled $27 million (2022: $26 million and 2021: $26 million ). The Class A Preference Shares do not have a fixed maturity date and are not redeemable at the option of the holders. As at December 31, 2023, none of the issued Class A, Series 5 and 6 Preference Shares have been redeemed by BRP Equity. In December 2023, the Toronto Stock Exchange accepted notice of BRP Equity's intention to renew the normal course issuer bid in connection with its outstanding Class A Preference Shares for another year to December 17, 2024, or earlier should the repurchases be completed prior to such date. Under this normal course issuer bid, BRP Equity is permitted to repurchase up to 10% of the total public float for each respective series of the Class A Preference Shares. Shareholders may receive a copy of the notice, free of charge, by contacting Brookfield Renewable. There were no repurchases of Class A Preference Shares during 2023 or 2022 in connection with the normal course issuer bid. Perpetual subordinated notes In April 2021 and December 2021, Brookfield BRP Holdings (Canada) Inc., a wholly-owned subsidiary of Brookfield Renewable, issued $350 million and $260 million, respectively, of perpetual subordinated notes at a fixed rate of 4.625% and 4.875%, respectively. The perpetual subordinated notes do not have a maturity date and are repaid in an Event of Default. The perpetual subordinated notes also provide Brookfield Renewable, at its discretion, the right to defer the interest (in whole or in part) until liquidation of assets due to an Event of Default. The perpetual subordinated notes are classified as a separate class of non-controlling interest on Brookfield Renewable's consolidated statements of financial position as per IAS 32, Financial Instruments: Presentation . The interest expense on the perpetual subordinated notes during the year ended December 31, 2023 of $29 million (2022: $29 million and 2021: $12 million) are presented as distributions in the consolidated statements of changes in equity. The carrying value of the perpetual subordinated notes, net of transaction cost, is $592 million (2022: $592 million) as at December 31, 2023. Distributions paid during the year ended December 31, 2023, totaled $29 million (2022: $27 million and 2021: $9 million ). |