Brookfield Renewable Partners L.P. [BEP-PA] Filings

20-F 1 bep-20221231.htm 20-F bep-20221231

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

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

For the fiscal year ended December 31, 2022

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

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

Commission file number: 001-35530

BROOKFIELD RENEWABLE PARTNERS L.P.

(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
Facsimile: 441-296-4475
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 Class	Trading Symbol(s)	Name of each exchange on which registered
Limited Partnership Units	BEP, BEP.UN	New York Stock Exchange, Toronto Stock Exchange
Class A Preferred Limited Partnership Units, Series 17	BEP PR A	New York Stock Exchange
4.625% Perpetual Subordinated - Notes	BEPH	New York Stock Exchange
4.875% Perpetual Subordinated - Notes	BEPI	New 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:

275,358,750 Limited Partnership Units as of December 31, 2022

7,000,000 Series 7 Preferred Units as of December 31, 2022

10,000,000 Series 13 Preferred Units as of December 31, 2022

7,000,000 Series 15 Preferred Units as of December 31, 2022

8,000,000 Series 17 Preferred Units as of December 31, 2022

6,000,000 Series 18 Preferred Units as of December 31, 2022

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 No o

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 x

Accelerated filer o

Non-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. GAAP

x International Financial Reporting Standards as

issued by the International

Accounting Standards Board

o 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 TERMS			5

FORWARD-LOOKING STATEMENTS			14

CAUTIONARY STATEMENT REGARDING THE USE OF NON-IFRS MEASURES			16

PART I			18

ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		18

ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE		18

ITEM 3.	KEY INFORMATION		18
	3.A	[RESERVED]	18
	3.B	CAPITALIZATION AND INDEBTEDNESS	18
	3.C	REASONS FOR THE OFFER AND USE OF PROCEEDS	18
	3.D	RISK FACTORS	18

ITEM 4.	INFORMATION ON THE COMPANY		57
	4.A	HISTORY AND DEVELOPMENT OF THE COMPANY	57
	4.B	BUSINESS OVERVIEW	65
	4.C	ORGANIZATIONAL STRUCTURE	93
	4.D	PROPERTY, PLANT AND EQUIPMENT	98

ITEM 4A.	UNRESOLVED STAFF COMMENTS		98

ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS		98
	5.A	OPERATING RESULTS	98
	5.B	LIQUIDITY AND CAPITAL RESOURCES	154
	5.C	RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.	154
	5.D	TREND INFORMATION	154
	5.E	OFF-BALANCE SHEET ARRANGEMENTS	154
	5.F	TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS	154

ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		154
	6.A	DIRECTORS AND SENIOR MANAGEMENT	154
	6.B	COMPENSATION	163
	6.C	BOARD PRACTICES	164
	6.D	EMPLOYEES	173
	6.E	SHARE OWNERSHIP	173
	6 .F	DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION	173



ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		173
	7.A	MAJOR SHAREHOLDERS	173
	7.B	RELATED PARTY TRANSACTIONS	174
	7.C	INTEREST OF EXPERTS AND COUNSEL	234

ITEM 8.	FINANCIAL INFORMATION		234
	8.A	CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION	234
	8.B	SIGNIFICANT CHANGES	234

ITEM 9.	THE OFFER AND LISTING		234
	9.A	OFFER AND LISTING DETAILS	234
	9.B	PLAN OF DISTRIBUTION	235
	9.C	MARKETS	235
	9.D	SELLING SHAREHOLDERS	235
	9.E	DILUTION	235
	9.F	EXPENSES OF THE ISSUE	235

ITEM 10.	ADDITIONAL INFORMATION		235
	10.A	SHARE CAPITAL	235
	10.B	MEMORANDUM AND ARTICLES OF ASSOCIATION	235
	10.C	MATERIAL CONTRACTS	264
	10.D	EXCHANGE CONTROLS	266
	10.E	TAXATION	266
	10.F	DIVIDENDS AND PAYING AGENTS	289
	10.G	STATEMENT OF EXPERTS	289
	10.H	DOCUMENTS ON DISPLAY	289
	10.I	SUBSIDIARY INFORMATION	289

ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		289

ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		289

PART II			290

ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		290

ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		290

ITEM 15.	CONTROLS AND PROCEDURES		290

ITEM 16.	[RESERVED]		291


	16.A	AUDIT COMMITTEE FINANCIAL EXPERT	291
	16.B	CODE OF ETHICS	291
	16.C	PRINCIPAL ACCOUNTANT FEES AND SERVICES	291
	16.D	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEE	291
	16.E	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	292
	16.F	CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT	293
	16.G	CORPORATE GOVERNANCE	293
	16.H	MINE SAFETY DISCLOSURE	293
PART III			294

ITEM 17.	FINANCIAL STATEMENTS		294

ITEM 18.	FINANCIAL STATEMENTS		294

ITEM 19.	EXHIBITS		294

SIGNATURE			298

INDEX TO FINANCIAL STATEMENTS			F-1

INTRODUCTION AND USE OF CERTAIN TERMS

Unless otherwise specified, information provided in this annual report on Form 20-F (this “Form 20-F”) is as of December 31, 2022. Unless the context requires otherwise, when used in this Form 20-F, the terms “Brookfield Renewable”, “our group”, “we”, “us” and “our” refer to Brookfield Renewable Partners L.P. and its controlled entities, including BRELP, the Holding Entities, BEPC and the Operating Entities, each as defined in this Form 20-F, “the partnership” refers to Brookfield Renewable but excludes BEPC; “BEP” refers to Brookfield Renewable Partners L.P.; and “Brookfield” refers to Brookfield Corporation and its subsidiaries (other than Brookfield Renewable) and unless the context otherwise requires, includes Brookfield Asset Management (as defined in this Form 20-F). All references to “our portfolio” includes 100% of the capacity and energy of our facilities even though we do not own 100% of the economic output of such facilities (see the table under Item 4.B. “Business Overview — Our Operations” for details on our portfolio). Unless the context suggests otherwise, references to:

“2011 Bond Indenture” means the amended and restated indenture, dated November 23, 2011, among Canadian Finco, The Bank of New York Mellon and BNY Trust Company of Canada, as amended and restated from time to time, governing the Canadian Bonds.

“2021 Bond Indenture” means the indenture, dated August 11, 2021, between Canadian Finco and Computershare Trust Company of Canada.

“ABCA” means the Business Corporations Act (Alberta), R.S.A. 2000, c. B-9, as amended, including the regulations promulgated under such Act.

“Adjusted EBITDA” means revenues less direct costs (including energy marketing costs) and other income, before the effects of interest expense, income taxes, depreciation, management service costs, non-controlling interests, unrealized gain or loss on financial instruments, non-cash gain or loss from equity-accounted investments, distributions to preferred limited partners and other typical non-recurring items. Our company includes realized disposition gains and losses on assets that we developed and/or did not intend to hold over the long-term within Adjusted EBITDA in order to provide additional insight regarding the performance of investments on a cumulative realized basis, including any unrealized fair value adjustments that were recorded in equity and not otherwise reflected in current period net income. Refer to “Cautionary Statement Regarding Use of Non-IFRS Measures” and item 5A “Operating Results — Financial Performance Review on Proportionate Information — Reconciliation of non-IFRS measures”.

“Affiliate” or “affiliate” of any person is a person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person.

“Amended and Restated Limited Partnership Agreement of BEP” means the fourth amended and restated limited partnership agreement of BEP, dated May 3, 2016, as amended from time to time.

“Amended and Restated Limited Partnership Agreement of BRELP” means the fourth amended and restated limited partnership agreement of BRELP, dated December 30, 2020, as amended from time to time.

“Asset Management Company” means Brookfield Asset Management ULC, which is owned 75% by Brookfield Corporation and 25% by Brookfield Asset Management.

“Audit Committee” means the audit committee of the board of directors of the Managing General Partner.

“Base Management Fee” has the meaning given to it under Item 6.A “Directors and Senior Management — Our Master Services Agreement — Management Fee”.

“BEM LP” means Brookfield Energy Marketing LP, an indirect wholly-owned subsidiary of Brookfield Corporation.

“BEP” means Brookfield Renewable Partners L.P.

“BEPC” means, unless the context requires otherwise, Brookfield Renewable Corporation and its direct and indirect operating subsidiaries as a group.

“BEPC exchangeable shares” means the class A exchangeable subordinate voting shares of BEPC.



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“Bermuda Partnership Acts” means the Bermuda Exempted Partnerships Act 1992 (as amended) together with the Bermuda Limited Partnership Act 1883 (as amended).

“BESS” means battery energy storage system.

“BPUSHA” means Brookfield Power US Holding America Co.

“BRELP” means Brookfield Renewable Energy L.P.

“BRELP Class A Preferred Units” means the Class A Preferred Limited Partnership Units, issuable in series, of BRELP.

“BRELP General Partner” means BRP Bermuda GP Limited, which serves as the general partner of BRELP GP LP.

“BRELP GP LP” means BREP Holding L.P., which serves as the general partner of BRELP.

“BRELP Preferred Units” means the preferred limited partnership units in the capital of BRELP.

“BRELP Series 5 Preferred Units” means the Class A Preferred Units, Series 5 of BRELP.

“BRELP Series 7 Preferred Units” means the Class A Preferred Units, Series 7 of BRELP.

“BRELP Series 9 Preferred Units” means the Class A Preferred Units, Series 9 of BRELP.

“BRELP Series 11 Preferred Units” means the Class A Preferred Units, Series 11 of BRELP.

“BRELP Series 13 Preferred Units” means the Class A Preferred Units, Series 13 of BRELP.

“BRELP Series 15 Preferred Units” means the Class A Preferred Units, Series 15 of BRELP.

“BRELP Series 17 Preferred Units” means the Class A Preferred Units, Series 17 of BRELP.

“BRELP Series 18 Preferred Units” means the Class A Preferred Units, Series 18 of BRELP.

“Brookfield” means Brookfield Corporation and its subsidiaries, or any one or more of them, as the context requires, other than entities within Brookfield Renewable and unless the context otherwise requires, includes Brookfield Asset Management.

“Brookfield Accounts” has the meaning given to it under Item 7.B “Related Party Transactions — Conflicts of Interest and Fiduciary Duties”.

“Brookfield Asset Management” means Brookfield Asset Management Ltd.

“Brookfield Business Partners” means Brookfield Business Partners L.P.

“Brookfield Corporation” means Brookfield Corporation (formerly Brookfield Asset Management Inc.).

“Brookfield Renewable” means Brookfield Renewable Partners L.P. and its controlled entities, including BRELP, the Holding Entities, BEPC and the Operating Entities, taken together, or any one or more of them, as the context requires.

“BRP Equity” means Brookfield Renewable Power Preferred Equity Inc.

“BRPI” means Brookfield Renewable Power Inc., an indirect wholly-owned subsidiary of Brookfield Corporation.

“BRTM” means Brookfield Renewable Trading and Marketing LP, which is a subsidiary of Brookfield Renewable.

“Cameco” means Cameco Corporation.

“Canadian Bond Guarantors” means, collectively, BEP, BRELP, NA Holdco, LATAM Holdco, Euro Holdco, Investco and BEP Subco Inc.

“Canadian Bonds” means all outstanding bonds issued by Canadian Finco pursuant to the 2011 Bond Indenture and the 2021 Bond Indenture, as applicable.

“Canadian Finco” means Brookfield Renewable Partners ULC.



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“CBCA” means the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended, including the regulations promulgated under such Act.

“CCS” has the meaning given to it under Item 3.B “Risk Factors — Risks Related to Our Operations and the Renewable Power Industry”.

“CDS” means CDS Clearing and Depository Services Inc.

“CEE Funds” means the Germany based asset manager that holds renewable energy funds targeting low-risk renewable investments, which is a portfolio company of Brookfield Corporation.

“CFA” means a “controlled foreign affiliate” as defined in the Tax Act.

“Class A Preference Shares” means BRP Equity’s Class A Preference Shares, issuable in series.

“Class A Preferred Units” means BEP’s Class A Preferred Limited Partnership Units, issuable in series.

“Class B Preference Shares” has the meaning given to it under Item 10.B “Memorandum and Articles of Association — BRP Equity”.

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Brookfield Renewable Partners L.P. [BEP-PA] Filings

Brookfield Renewable Partners L.P. [BEP] Filings