Brookfield : 2023 Consolidated Financial Statements and Notes

Internal Control Over Financial Reporting

MANAGEMENT'S REPORTINGREPORTONINTERNALCONTROLOVERFINANCIAL

Management of Brookfield Corporation (Brookfield) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and the Chief Financial Officer and effected by the Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board as defined in Regulation 240.13a-15(f) or 240.15d-15(f).

Management assessed the effectiveness of Brookfield's internal control over financial reporting as of December 31, 2023, based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concludes that, as of December 31, 2023, Brookfield's internal control over financial reporting is effective. Management excluded from its assessment the internal control over financial reporting at the global intermodal logistics operation, the European hyperscale data center platform, the European and North American residential decarbonization infrastructure business, the 136 MW portfolio of operating wind assets, the fully integrated developer and operator of renewable power assets with 5900 MW of operating and under construction assets, with a 6100 MW development pipeline in the United States, the leading commercial and industrial renewable development platform with 4500 MW of operating and development pipeline in India, the 60 MW portfolio of operating wind assets in Brazil, the leading independent renewables developer with 260 MW onshore wind assets, 800 MW near-term development and another 3 GW of later stage projects in the United Kingdom, the joint venture with a leading Indian renewable energy company to create a development platform in India consisting of 1.2 GW of late-stage wind-solar hybrid projects, 1.4 GW mid-stage wind-solar hybrid energy parks, and 3.5 GW early stage renewable energy projects, the distributed generation platform with approximately 730 MW of development pipeline, and Mobile Mini Solutions which were acquired during 2023, and whose total assets, net assets, revenues and net income constitute approximately 7%, 9%, 3% and 9%, respectively, of the consolidated financial statement amounts as of and for the year ended December 31, 2023.

Brookfield's internal control over financial reporting as of December 31, 2023, has been audited by Deloitte LLP, the Independent Registered Public Accounting Firm, who also audited Brookfield's consolidated financial statements for the year ended December 31, 2023. As stated in the Report of Independent Registered Public Accounting Firm, Deloitte LLP expressed an unqualified opinion on the effectiveness of Brookfield's internal control over financial reporting as of December 31, 2023.

Bruce Flatt

Nicholas Goodman

Chief Executive Officer

President and Chief Financial Officer

March 18, 2024

Toronto, Canada

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Brookfield Corporation

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Brookfield Corporation and subsidiaries (the "Corporation") as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023 of the Corporation and our report dated March 18, 2024, expressed an unqualified opinion on those financial statements.

As described in Management's Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at the global intermodal logistics operation, the European hyperscale data center platform, the European and North American residential decarbonization infrastructure business, the 136 MW portfolio of operating wind assets, the fully integrated developer and operator of renewable power assets with 5900 MW of operating and under construction assets, with a 6100 MW development pipeline in the United States, the leading commercial and industrial renewable development platform with 4500 MW of operating and development pipeline in India, the 60 MW portfolio of operating wind assets in Brazil, the leading independent renewables developer with 260 MW onshore wind assets, 800 MW near-term development and another 3 GW of later stage projects in the United Kingdom, the joint venture with a leading Indian renewable energy company to create a development platform in India consisting of 1.2 GW of late-stage wind-solar hybrid projects, 1.4 GW mid-stage wind-solar hybrid energy parks, and 3.5 GW early stage renewable energy projects, the distributed generation platform with approximately 730 MW of development pipeline, and Mobile Mini Solutions, which were acquired during 2023, and whose financial statements constitute, in aggregate, 7% of total assets, 9% of net assets, 3% of revenues, and 9% of net income of the consolidated financial statement amounts as of and for the year ended December 31, 2023. Accordingly, our audit did not include the internal control over financial reporting at the global intermodal logistics operation, the European hyperscale data center platform, the European and North American residential decarbonization infrastructure business, the 136 MW portfolio of operating wind assets, the fully integrated developer and operator of renewable power assets with 5900 MW of operating and under construction assets, with a 6100 MW development pipeline in the United States, the leading commercial and industrial renewable development platform with 4500 MW of operating and development pipeline in India, the 60 MW portfolio of operating wind assets in Brazil, the leading independent renewables developer with 260 MW onshore wind assets, 800 MW near-term development and another 3 GW of later stage projects in the United Kingdom, the joint venture with a leading Indian renewable energy company to create a development platform in India consisting of 1.2 GW of late-stage wind-solar hybrid projects, 1.4 GW mid-stage wind-solar hybrid energy parks, and 3.5 GW early stage renewable energy projects, the distributed generation platform with approximately 730 MW of development pipeline, and Mobile Mini Solutions.

Basis for Opinion

The Corporation's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Corporation's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte LLP

Chartered Professional Accountants Licensed Public Accountants

Toronto, Canada

March 18, 2024

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The accompanying consolidated financial statements and other financial information in this Annual Report have been prepared by the company's management which is responsible for their integrity, consistency, objectivity and reliability. To fulfill this responsibility, the company maintains policies, procedures and systems of internal control to ensure that its reporting practices and accounting and administrative procedures are appropriate to provide a high degree of assurance that is relevant and reliable financial information is produced and assets are safeguarded. These controls include the careful selection and training of employees, the establishment of well-defined areas of responsibility and accountability for performance, and the communication of policies and code of conduct throughout the company. In addition, the company maintains an internal audit group that conducts periodic audits of the company's operations. The Chief Internal Auditor has full access to the Audit Committee.

These consolidated financial statements have been prepared in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board and, where appropriate, reflect estimates based on management's judgment. The financial information presented throughout this Annual Report is consistent with the information contained in the accompanying consolidated financial statements.

Deloitte LLP, the Independent Registered Public Accounting Firm appointed by the shareholders, have audited the consolidated financial statements set out on pages148through 232 in accordance with the standards of the Public Company Accounting Oversight Board (United States) to enable them to express to the shareholders and the board of directors their opinion on the consolidated financial statements. Their report is set out on the following page.

The consolidated financial statements have been further reviewed and approved by the Board of Directors acting through its Audit Committee, which is comprised of directors who are neither officers nor employees of the company. The Audit Committee, which meets with the auditors and management to review the activities of each and reports to the Board of Directors, oversees management's responsibilities for the financial reporting and internal control systems. The auditors have full and direct access to the Audit Committee and meet periodically with the committee both with and without management present to discuss their audit and related findings.

Bruce Flatt

Nicholas Goodman

Chief Executive Officer

President and Chief Financial OfficerMarch 18, 2024 Toronto, Canada

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Brookfield Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Brookfield Corporation and subsidiaries (the "Corporation") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows, for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2023 and 2022, and its financial performance and its cash flows for each of the two years in the period ended December 31, 2023, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Corporation's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 18, 2024, expressed an unqualified opinion on the Corporation's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on the Corporation's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Fair Value of Investment Properties and Property, Plant and Equipment - Refer to Notes 2(h)(i), 2(h)(ii), 11, and 12 to the financial statements

Critical Audit Matter Description

The Corporation has elected the fair value model for investment properties and the revaluation model for certain classes of property, plant and equipment, namely the Corporation's renewable power generating, utilities, transport, midstream, data, and hospitality operating assets. Upon initial recognition of these assets, the purchase price of each acquisition is allocated to the assets acquired and liabilities assumed based on their respective fair values. Subsequent to initial recognition, the Corporation measures these assets at fair value or revalued amount.

The investment properties and certain classes of property, plant and equipment have limited observable market activity, which requires management to make significant estimates and assumptions in the determination of fair value at both the date of acquisition and at the measurement date. The estimates and assumptions with the highest degree of subjectivity and impact on fair values are future expected market rents, terminal value multiples, terminal capitalization rates, future forecasted cash flows (revenues and growth capex) and discount rates. Auditing these estimates and assumptions required a high degree of auditor judgment as the estimations made by management contain significant measurement uncertainty. This resulted in an increased extent of audit effort, including the need to involve fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to future expected market rents, terminal value multiples, terminal capitalization rates, forecasted future cash flows (revenues and growth capex) and discount rates of investment properties and certain classes of property, plant and equipment included the following, among others:

• • Evaluated the effectiveness of controls, including those related to management's process for determining investment properties and certain classes of property, plant and equipment fair values including those over determining future expected market rents, terminal value multiples, terminal capitalization rates, future forecasted cash flows (revenues and growth capex) and discount rates.

• • Tested management's future expected market rents, terminal value multiples, terminal capitalization rates, future forecasted cash flows (revenues and growth capex) and discount rates through independent analysis and comparison to external sources including objective contractual information, analyst and industry reports and observable economic indicators, where applicable.

• • Evaluated management's ability to accurately estimate fair value and future expected market rents and future forecasted cash flows (revenues and growth capex) by comparing management's historical fair value estimates to market transactions and forecasts to actual results.

• • Evaluated the impact of current market events and conditions, including relevant comparable transactions, on the assumptions used by management.

• • With the assistance of valuation specialists, evaluated the valuation methods and assumptions used by management to determine the fair value of certain property, plant and equipment by evaluating the reasonableness of the Corporation's replacement cost assumptions including the estimated useful life, considering source information, historical data for similar assets, and external market and industry data.

• • With the assistance of fair value specialists, evaluated the reasonableness of management's determination of terminal value multiples, terminal capitalization rates, and discount rates by (1) testing the source information underlying the determination of terminal value multiples, terminal capitalization rates, and discount rates; (2) developing a range of independent estimates and comparing those to the terminal value multiples, terminal capitalization rates, and discount rates selected by management; and (3) considering recent market transactions and industry surveys.

/s/ Deloitte LLP

Chartered Professional Accountants Licensed Public Accountants

Toronto, Canada

March 18, 2024

We have served as the Corporation's auditor since 1971.

Consolidated Financial Statements

CONSOLIDATED BALANCE SHEETS

AS AT DEC. 31 (MILLIONS)

Assets

Cash and cash equivalents ...........................................................................................................

Note

2023 2022

• 6 $

11,222 $ 14,396

Other financial assets ..................................................................................................................

6

28,324 26,899

Accounts receivable and other ....................................................................................................

7

28,512 27,378

Inventory .....................................................................................................................................

8

11,412 12,843

Assets classified as held for sale .................................................................................................

9

2,489 2,830

Equity accounted investments .....................................................................................................

10

59,124 47,094

Investment properties ..................................................................................................................

11

124,152 115,100

Property, plant and equipment ....................................................................................................

12

147,617 124,268

Intangible assets ..........................................................................................................................

13

38,994 38,411

Goodwill ......................................................................................................................................

14

34,911 28,662

Deferred income tax assets ..........................................................................................................

15

3,338 3,403

Total assets ....................................................................................................................................

$

490,095

$ 441,284

Liabilities and equity

Corporate borrowings .................................................................................................................. 16

Accounts payable and other ........................................................................................................ 17

Liabilities associated with assets classified as held for sale ........................................................ 9

$

12,160 $ 11,390 58,893 57,065

118

876

Non-recourse borrowings of managed entities ............................................................................ 18

221,550 202,684

Deferred income tax liabilities .................................................................................................... 15

24,987 23,190

Subsidiary equity obligations ...................................................................................................... 19

4,145 4,188

Equity

Preferred equity ........................................................................................................................... 21

4,103 4,145

Non-controlling interests ............................................................................................................. 21

122,465 98,138

Common equity ........................................................................................................................... 21

41,674 39,608

Total equity ....................................................................................................................................

168,242 141,891

Total liabilities and equity ...........................................................................................................

$

490,095

$ 441,284

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DEC. 31 (MILLIONS, EXCEPT PER SHARE AMOUNTS)

Revenues ...................................................................................................................................

$

Direct costs ................................................................................................................................

Note

• 22 $ 23

2023 95,924

2022 92,769

(81,409) (78,511)

Other income and gains .............................................................................................................

6,501 1,594

Equity accounted income ..........................................................................................................

10

2,068 2,613

Expenses

Interest

Corporate borrowings ..........................................................................................................

(596) (527)

Non-recourse borrowings ....................................................................................................

(14,907) (10,175)

Corporate costs .......................................................................................................................

(69) (122)

Fair value changes .....................................................................................................................

24 15

(1,396) (977)

Income taxes ..............................................................................................................................

(1,011) (1,469)

Net income ................................................................................................................................

$

5,105

$ 5,195

Net income attributable to:

Shareholders ...........................................................................................................................

$

Non-controlling interests ........................................................................................................

1,130 $ 2,056 3,975 3,139

$

5,105

$ 5,195

Net income per share:

Diluted .................................................................................................................................... 21

$

• 0.61 $ 1.19

  Basic ....................................................................................................................................... 21

• 0.62 1.22

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DEC. 31 (MILLIONS)

Note

2023 2022

Net income ..................................................................................................................................

$

5,105

$ 5,195

Other comprehensive income

Items that may be reclassified to net income

Financial contracts and power sale agreements ....................................................................

(354) 1,917

Marketable securities ............................................................................................................

210 (773)

Equity accounted investments .............................................................................................. 10 Foreign currency translation .................................................................................................

Income taxes ......................................................................................................................... 15

106 (508)

1,770 78

(1,932)

(310)

1,810 (1,606)Items that will not be reclassified to net income

Revaluation of property, plant and equipment ..................................................................... 12

1,489 5,387

Revaluation of pension obligations ...................................................................................... 17

Equity accounted investments .............................................................................................. 10 Marketable securities ............................................................................................................

(11) 308

581 360

39 (207)

Income taxes ......................................................................................................................... 15

(178) (1,213)

1,920 4,635

3,730 3,029

Other comprehensive income ..................................................................................................... Comprehensive income .............................................................................................................. Attributable to:

$

8,835

$ 8,224

Shareholders

$

1,933

$ 1,793

Net income ............................................................................................................................ Other comprehensive income (loss) ..................................................................................... Comprehensive income ........................................................................................................

$

1,130

803 (263)

$ 2,056

Non-controlling interests

Net income ............................................................................................................................ Other comprehensive income ...............................................................................................

Comprehensive income ........................................................................................................

$

3,975 $ 3,139 2,927 3,292

$

6,902

$ 6,431

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Accumulated Other Comprehensive Income (Loss)Common

AS AT AND FOR THE YEAR ENDED DEC. 31, 2023 (MILLIONS)

Share Capital

Contributed

SurplusRetained Earnings

Ownership Changes1

Revaluation

SurplusCurrency TranslationOther Reserves2

Total Common

PreferredNon-controlling

Equity

Equity

Interests

Total Equity

Balance as at

December 31, 2022 ................

$ 10,901

$

148

$ 18,006

$

2,959

$

9,522

$

(2,826)

$

898

$

• 39,608 $

4,145

$

98,138 $ 141,891

Changes in year:

Net income ..............................

3,975 5,105

Other comprehensive income .

- -

- -

1,130 -

- -

- 11

- 271

- 521

Comprehensive income .........

-

-

1,130

-

11

271

521

-

6,902 8,835

1,130 803 1,933

- -

2,927 3,730

Shareholder distributions

Common equity ....................

(436) - - (436)

Preferred equity ....................

Non-controlling interests .....

-

-

-

(12,842) (12,842)

- - -

- - -

(436) (166)

- - -

- - -

- - -

- - -

(166) - - (166)

Other items

Repurchases, net of equity issuances ...............................

(22)

(580)

27,226 26,604

Share-based compensation...

-

Ownership changes ..............

-

(575)

3,041 4,362

(59) 23 -

Total change in year ..............

(22)

(36)

(499) (29) - -

- - 1,551

- -

- - 78

- - 267

1,551

(564)

349

788

(6) 1,321 2,066

(42) - -

- (6)

(42)

24,327

26,351

Balance as at

December 31, 2023 ................

$ 10,879

$

112

$ 18,006

$

4,510

$

8,958

$

(2,477)

$

1,686

$

41,674

$

4,103

$

122,465

$

168,242

• 1. Includes gains or losses on changes in ownership interests of consolidated subsidiaries.

• 2. Includes changes in fair value of marketable securities, cash flow hedges, actuarial changes on pension plans, the impact of the adoption of IFRS 17 and equity accounted other comprehensive income, net of associated income taxes.

Accumulated Other Comprehensive Income (Loss)Common

AS AT AND FOR THE YEAR ENDED DEC. 31, 2022 (MILLIONS)

Share Capital

Contributed

SurplusRetained Earnings

Ownership Changes2

Revaluation

SurplusCurrency TranslationOther Reserves3

Total Common

PreferredNon-controlling

Equity

Equity

Interests

Total Equity

Balance as at

December 31, 2021 ................

$ 10,538

$

320

$ 17,705

$

6,243

$

8,281

$

(2,287)

$

1,410

$

• 42,210 $

4,145

$

88,386 $ 134,741

Changes in year:

Net income ..............................

2,056

-

-

2,056

3,139 5,195

Other comprehensive income (loss) ........................................

- -

- -

-

- -

- 884

(542)

(605)

(263)

- -

3,292 3,029

Comprehensive income (loss) ........................................

-

-

2,056

-

884

(542)

(605)

1,793

-

6,431 8,224

Shareholder distributions

Common equity ....................

(879) - - (879)

Preferred equity ....................

Non-controlling interests .....

-

-

-

(11,102) (11,102)

- - -

- - -

(879) (150)

- - -

- - -

- - -

- - -

(150) - - (150)

Other items

Equity issuances, net of repurchases ............................

(565)

10,786 10,221

Share-based compensation...

Ownership changes1 .............

(3,284)

3,637 878

Total change in year ..............

363 - - 363

(287) 115 - (172)

(641) (157)

- -

72 301

(3,284)

- - 357 1,241

- - 3 (539)

- - 93 (512)

(42) (2,759) (2,602)

- - -

- (42)

-

9,752

7,150

Balance as at

December 31, 2022 ................

$ 10,901

$

148

$ 18,006

$

2,959

$

9,522

$

(2,826)

$

898

$

39,608

$

4,145

$

98,138

$

141,891

• 1. Includes a non-cash distribution of $2.4 billion made on December 9, 2022 relating to the special distribution of a 25% interest in our asset management business.

• 2. Includes gains or losses on changes in ownership interests of consolidated subsidiaries.

• 3. Includes changes in fair value of marketable securities, cash flow hedges, actuarial changes on pension plans and equity accounted other comprehensive income, net of associated income taxes.