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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 20172022

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


For the transition period from to


Commission file number: 001-36787


RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
Ontario
98-1206431
Canada
98-1206431
(State or Other Jurisdiction of

Incorporation or Organization)
(I.R.S. Employer

Identification No.)

226 Wyecroft Road
Oakville, Ontario
130 King Street West, Suite 300		L6K 3X7M5X 1E1
Toronto,Ontario
(Address of Principal Executive Offices)(Zip Code)
(905) 845-6511339-6011
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each classTrading SymbolsName of each exchange on which registered
Class B exchangeable limited partnership unitsQSPToronto Stock Exchange
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  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  ☒    No  ☐


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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (check one);
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐  (Do not check if a smaller reporting company)Smaller reporting company☐
Emerging growth company☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

If an emerging growth company, 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.  ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒
As of October 20, 2017,28, 2022, there were 226,839,418143,298,599 Class B exchangeable limited partnership units and 202,006,067 Class A common units outstanding.


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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES
TABLE OF CONTENTS
 
Page
Page
PART I – Financial Information
Item 1.
34
Item 2.
3637
Item 3.
5152
Item 4.
5152
PART II – Other Information
Item 1.
53
Item 6.1A.
5354
Item 6.
55
56

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PART I — Financial Information
Item 1. Financial Statements
RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In millions of U.S. dollars, except unit data)
(Unaudited)
As of As of
September 30, 2017 December 31, 2016 September 30,
2022		December 31,
2021
ASSETS   ASSETS
Current assets:   Current assets:
Cash and cash equivalents$3,547.2
 $1,420.4
Cash and cash equivalents$946 $1,087 
Accounts and notes receivable, net of allowance of $18.2 and $14.3, respectively421.9
 403.5
Accounts and notes receivable, net of allowance of $26 and $18, respectivelyAccounts and notes receivable, net of allowance of $26 and $18, respectively598 547 
Inventories, net91.9
 71.8
Inventories, net129 96 
Advertising fund restricted assets110.8
 57.7
Prepaids and other current assets108.1
 103.6
Prepaids and other current assets251 86 
Total current assets4,279.9
 2,057.0
Total current assets1,924 1,816 
Property and equipment, net of accumulated depreciation and amortization of $585.1 and $474.5, respectively2,158.2
 2,054.7
Property and equipment, net of accumulated depreciation and amortization of $1,022 and $979, respectivelyProperty and equipment, net of accumulated depreciation and amortization of $1,022 and $979, respectively1,913 2,035 
Operating lease assets, netOperating lease assets, net1,056 1,130 
Intangible assets, net11,121.8
 9,228.0
Intangible assets, net10,831 11,417 
Goodwill5,810.3
 4,675.1
Goodwill5,605 6,006 
Net investment in property leased to franchisees76.1
 91.9
Net investment in property leased to franchisees83 80 
Derivative assets—
 717.9
Other assets, net481.6
 300.7
Other assets, net1,145 762 
Total assets$23,927.9
 $19,125.3
Total assets$22,557 $23,246 
LIABILITIES, PARTNERSHIP PREFERRED UNITS AND EQUITY   
LIABILITIES AND EQUITYLIABILITIES AND EQUITY
Current liabilities:   Current liabilities:
Accounts and drafts payable$365.2
 $369.8
Accounts and drafts payable$696 $614 
Other accrued liabilities530.6
 469.3
Other accrued liabilities959 947 
Gift card liability130.3
 194.4
Gift card liability148 221 
Advertising fund liabilities154.1
 83.3
Current portion of long term debt and capital leases77.5
 93.9
Current portion of long-term debt and finance leasesCurrent portion of long-term debt and finance leases117 96 
Total current liabilities1,257.7
 1,210.7
Total current liabilities1,920 1,878 
Term debt, net of current portion11,303.6
 8,410.2
Capital leases, net of current portion238.7
 218.4
Long-term debt, net of current portionLong-term debt, net of current portion12,853 12,916 
Finance leases, net of current portionFinance leases, net of current portion310 333 
Operating lease liabilities, net of current portionOperating lease liabilities, net of current portion1,003 1,070 
Other liabilities, net1,354.0
 784.9
Other liabilities, net1,044 1,822 
Deferred income taxes, net2,200.3
 1,715.1
Deferred income taxes, net1,388 1,374 
Total liabilities16,354.3
 12,339.3
Total liabilities18,518 19,393 
Partnership preferred units; no par value; 68,530,939 authorized, issued and outstanding at September 30, 2017 and December 31, 20163,297.0
 3,297.0
Partners’ capital:   Partners’ capital:
Class A common units; 202,006,067 issued and outstanding at September 30, 2017 and December 31, 20163,530.7
 3,364.1
Partnership exchangeable units; 226,839,418 issued and outstanding at September 30, 2017; 226,995,404 issued and outstanding at December 31, 20161,560.9
 1,476.2
Class A common units; 202,006,067 issued and outstanding at September 30, 2022 and December 31, 2021Class A common units; 202,006,067 issued and outstanding at September 30, 2022 and December 31, 20218,570 8,421 
Partnership exchangeable units; 143,298,599 issued and outstanding at September 30, 2022; 144,993,458 issued and outstanding at December 31, 2021Partnership exchangeable units; 143,298,599 issued and outstanding at September 30, 2022; 144,993,458 issued and outstanding at December 31, 2021(3,508)(3,547)
Accumulated other comprehensive income (loss)(818.7) (1,355.4)Accumulated other comprehensive income (loss)(1,025)(1,024)
Total Partners’ capital4,272.9
 3,484.9
Total Partners’ capital4,037 3,850 
Noncontrolling interests3.7
 4.1
Noncontrolling interests2 3 
Total equity4,276.6
 3,489.0
Total equity4,039 3,853 
Total liabilities, Partnership preferred units and equity$23,927.9
 $19,125.3
Total liabilities and equityTotal liabilities and equity$22,557 $23,246 
See accompanying notes to condensed consolidated financial statements.

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(In millions of U.S. dollars, except per unit data)
(Unaudited)

Three Months Ended
September 30,		 Nine Months Ended
September 30,		Three Months Ended
September 30,		Nine Months Ended
September 30,
2017 2016 2017 20162022202120222021
Revenues:       Revenues:
Sales$631.6
 $586.4
 $1,784.1
 $1,635.5
Sales$759 $621 $2,076 $1,718 
Franchise and property revenues577.0
 489.3
 1,557.8
 1,398.9
Franchise and property revenues698 635 1,989 1,795 
Advertising revenues and other servicesAdvertising revenues and other services269 239 751 680 
Total revenues1,208.6
 1,075.7
 3,341.9
 3,034.4
Total revenues1,726 1,495 4,816 4,193 
Operating costs and expenses:       Operating costs and expenses:
Cost of sales493.3
 457.1
 1,376.9
 1,285.7
Cost of sales615 490 1,693 1,358 
Franchise and property expenses118.5
 109.8
 343.2
 323.5
Franchise and property expenses137 121 392 358 
Selling, general and administrative expenses100.1
 82.2
 318.7
 228.5
Advertising expenses and other servicesAdvertising expenses and other services276 245 782 725 
General and administrative expensesGeneral and administrative expenses156 115 435 327 
(Income) loss from equity method investments(4.1) (2.6) (8.9) (16.6)(Income) loss from equity method investments8 7 30 12 
Other operating expenses (income), net21.5
 8.7
 82.1
 38.2
Other operating expenses (income), net(27)(16)(68)(50)
Total operating costs and expenses729.3
 655.2
 2,112.0
 1,859.3
Total operating costs and expenses1,165 962 3,264 2,730 
Income from operations479.3
 420.5
 1,229.9
 1,175.1
Income from operations561 533 1,552 1,463 
Interest expense, net136.0
 117.3
 375.4
 349.6
Interest expense, net133 128 389 378 
Loss on early extinguishment of debt58.2
 —
 78.6
 —
Loss on early extinguishment of debt— 11 — 11 
Income before income taxes285.1
 303.2
 775.9
 825.5
Income before income taxes428 394 1,163 1,074 
Income tax expense38.3
 64.6
 119.0
 171.0
Income tax expense (benefit)Income tax expense (benefit)(102)65 17 83 
Net income246.8
 238.6
 656.9
 654.5
Net income530 329 1,146 991 
Net income attributable to noncontrolling interests0.3
 1.0
 1.1
 2.8
Net income attributable to noncontrolling interests1 1 3 3 
Partnership preferred unit distributions67.5
 67.5
 202.5
 202.5
Net income attributable to common unitholders$179.0
 $170.1
 $453.3
 $449.2
Net income attributable to common unitholders$529 $328 $1,143 $988 
Earnings per unit - basic and diluted       Earnings per unit - basic and diluted
Class A common units$0.45
 $0.43
 $1.14
 $1.12
Class A common units$1.78 $1.09 $3.86 $3.26 
Partnership exchangeable units$0.39
 $0.37
 $0.98
 $0.97
Partnership exchangeable units$1.18 $0.71 $2.53 $2.14 
Weighted average units outstanding - basic and diluted       
Weighted average units outstanding - basic and diluted (in millions):Weighted average units outstanding - basic and diluted (in millions):
Class A common units202.0
 202.0
 202.0
 202.0
Class A common units202 202 202 202 
Partnership exchangeable units226.8
 227.1
 226.9
 228.0
Partnership exchangeable units143 151 144 154 
Distributions per unit       
Class A common units$0.23
 $0.19
 $0.67
 $0.52
Partnership exchangeable units$0.20
 $0.16
 $0.57
 $0.45
See accompanying notes to condensed consolidated financial statements.



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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Loss)
(In millions of U.S. dollars)
(Unaudited)

 Three Months Ended
September 30,		 Nine Months Ended
September 30,
 2017 2016 2017 2016
Net income$246.8
 $238.6
 $656.9
 $654.5
        
Foreign currency translation adjustment423.0
 (131.7) 884.2
 538.8
Net change in fair value of net investment hedges, net of tax of $45.4, $(2.7), $7.3 and $25.9(126.1) 17.4
 (342.5) (173.7)
Net change in fair value of cash flow hedges, net of tax of $1.4, $(0.7), $8.2 and $20.7(3.9) 2.4
 (23.0) (58.6)
Amounts reclassified to earnings of cash flow hedges, net of tax of $(2.5), $(1.9), $(6.3) and $(3.7)6.9
 5.4
 17.9
 10.5
Pension and post-retirement benefit plans, net of tax of $0, $0, $0.1 and $0—
 —
 (0.1) —
Amortization of prior service (credits) costs, net of tax of $0.2, $0.3, $0.8 and $0.9(0.5) (0.4) (1.3) (1.3)
Amortization of actuarial (gains) losses, net of tax of $0, $0, $0.7 and $(0.1)0.3
 0.1
 1.5
 0.2
Other comprehensive income (loss)299.7
 (106.8) 536.7
 315.9
Comprehensive income (loss)546.5
 131.8
 1,193.6
 970.4
Comprehensive income (loss) attributable to noncontrolling interests0.3
 1.0
 1.1
 2.8
Comprehensive income attributable to preferred unitholders67.5
 67.5
 202.5
 202.5
Comprehensive income (loss) attributable to common unitholders$478.7
 $63.3
 $990.0
 $765.1
 Three Months Ended September 30,Nine Months Ended September 30,
 2022202120222021
Net income$530 $329 $1,146 $991 
Foreign currency translation adjustment(727)(257)(1,015)(62)
Net change in fair value of net investment hedges, net of tax of $(87), $(31), $(100) and $10384 143 575 101 
Net change in fair value of cash flow hedges, net of tax of $(55), $(4), $(145) and $(32)150 13 394 68 
Amounts reclassified to earnings of cash flow hedges, net of tax of $(2), $(9), $(15) and $(21)5 24 42 77 
Gain (loss) recognized on other, net of tax of $0, $0, $0 and $01 — 3 2 
Other comprehensive income (loss)(187)(77)(1)186 
Comprehensive income (loss)343 252 1,145 1,177 
Comprehensive income (loss) attributable to noncontrolling interests1 1 3 3 
Comprehensive income (loss) attributable to common unitholders$342 $251 $1,142 $1,174 
See accompanying notes to condensed consolidated financial statements.



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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES
Condensed Consolidated StatementsStatement of Shareholders’ Equity
(In millions of U.S. dollars, except units)
(Unaudited)
 Class A Common
Units		 Partnership
Exchangeable Units		 Accumulated 
Other
Comprehensive
Income (Loss)		 Noncontrolling
Interest		 Total
 Units Amount Units Amount 
Balances at December 31, 2016202,006,067
 $3,364.1
 226,995,404
 $1,476.2
 $(1,355.4) $4.1
 $3,489.0
Distributions declared on Class A common units—
 (134.5) —
 —
 —
 —
 (134.5)
Distributions declared on partnership exchangeable units—
 —
 —
 (129.3) —
 —
 (129.3)
Preferred unit distributions—
 (103.2) —
 (99.3) —
 —
 (202.5)
Exchange of Partnership exchangeable units for RBI common shares—
 8.3
 (155,986) (8.3) —
 —
 —
Capital contribution from RBI Inc.—
 61.8
 —
 —
 —
 —
 61.8
Restaurant VIE contributions (distributions)—
 —
 —
 —
 —
 (1.5) (1.5)
Net income—
 334.2
 —
 321.6
 —
 1.1
 656.9
Other comprehensive income (loss)—
 —
 —
 —
 536.7
 —
 536.7
Balances at September 30, 2017202,006,067
 $3,530.7
 226,839,418
 $1,560.9
 $(818.7) $3.7
 $4,276.6
 Class A Common
Units		Partnership
Exchangeable Units		Accumulated 
Other
Comprehensive
Income (Loss)		Noncontrolling
Interest		Total
 UnitsAmountUnitsAmount
Balances at December 31, 2021202,006,067 $8,421 144,993,458 $(3,547)$(1,024)$3 $3,853 
Distributions declared on Class A common units ($0.83 per unit)— (167)— — — — (167)
Distributions declared on partnership exchangeable units ($0.54 per unit)— — — (78)— — (78)
Exchange of Partnership exchangeable units for RBI common shares— 84 (1,525,900)(84)— — — 
Distribution to RBI for repurchase of RBI common shares— (161)— — — — (161)
Capital contribution from RBI— 40 — — — — 40 
Restaurant VIE contributions (distributions)— — — — — (1)(1)
Net income— 183 — 86 — 1 270 
Other comprehensive income (loss)— — — — 205 — 205 
Balances at March 31, 2022202,006,067 $8,400 143,467,558 $(3,623)$(819)$3 $3,961 
Distributions declared on Class A common units ($0.82 per unit)— (166)— — — — (166)
Distributions declared on partnership exchangeable units ($0.54 per unit)— — — (77)— — (77)
Exchange of Partnership exchangeable units for RBI common shares— 8 (151,154)(8)— — — 
Distribution to RBI for repurchase of RBI common shares— (165)— — — — (165)
Capital contribution from RBI— 30 — — — — 30 
Restaurant VIE contributions (distributions)— — — — — (1)(1)
Net income— 236 — 109 — 1 346 
Other comprehensive income (loss)— — — — (19)— (19)
Balances at June 30, 2022202,006,067 $8,343 143,316,404 $(3,599)$(838)$3 $3,909 
Distributions declared on Class A common units ($0.82 per unit)— (165)— — — — (165)
Distributions declared on partnership exchangeable units ($0.54 per unit)— — — (77)— — (77)
Exchange of Partnership exchangeable units for RBI common shares— 1 (17,805)(1)— — — 
Capital contribution from RBI— 31 — — — — 31 
Restaurant VIE contributions (distributions)— — — — — (2)(2)
Net income— 360 — 169 — 1 530 
Other comprehensive income (loss)— — — — (187)— (187)
Balances at September 30, 2022202,006,067 $8,570 143,298,599 $(3,508)$(1,025)$2 $4,039 
See accompanying notes to condensed consolidated financial statements.



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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES
Condensed Consolidated Statement of Equity
(In millions of U.S. dollars, except units)
(Unaudited)
 Class A Common
Units		Partnership
Exchangeable Units		Accumulated 
Other
Comprehensive
Income (Loss)		Noncontrolling
Interest		Total
 UnitsAmountUnitsAmount
Balances at December 31, 2020202,006,067 $7,994 155,113,338 $(3,002)$(1,275)$4 $3,721 
Distributions declared on Class A common units ($0.81 per unit)— (163)— — — — (163)
Distributions declared on partnership exchangeable units ($0.53 per unit)— — — (82)— — (82)
Exchange of Partnership exchangeable units for RBI common shares— 5 (72,671)(5)— — — 
Capital contribution from RBI— 51 — — — — 51 
Restaurant VIE contributions (distributions)— — — — — 1 1 
Net income— 179 — 91 — 1 271 
Other comprehensive income (loss)— — — — 203 — 203 
Balances at March 31, 2021202,006,067 $8,066 155,040,667 $(2,998)$(1,072)$6 $4,002 
Distributions declared on Class A common units ($0.81 per unit)— (164)— — — — (164)
Distributions declared on partnership exchangeable units ($0.53 per unit)— — — (82)— — (82)
Exchange of Partnership exchangeable units for RBI common shares— 6 (87,767)(6)— — — 
Capital contribution from RBI— 55 — — — — 55 
Restaurant VIE contributions (distributions)— — — — — (3)(3)
Net income— 259 — 131 — 1 391 
Other comprehensive income (loss)— — — — 60 — 60 
Balances at June 30, 2021202,006,067 $8,222 154,952,900 $(2,955)$(1,012)$4 $4,259 
Distributions declared on Class A common units ($0.83 per unit)— (167)— — — — (167)
Distributions declared on partnership exchangeable units ($0.53 per unit)— — — (77)— — (77)
Exchange of Partnership exchangeable units for RBI common shares— 611 (9,682,964)(611)— — — 
Distribution to RBI for repurchase of RBI common shares— (182)— — — — (182)
Capital contribution from RBI— 26 — — — — 26 
Restaurant VIE contributions (distributions)— — — — — (3)(3)
Net income— 221 — 107 — 1 329 
Other comprehensive income (loss)— — — — (77)— (77)
Balances at September 30, 2021202,006,067 $8,731 145,269,936 $(3,536)$(1,089)$2 $4,108 
See accompanying notes to condensed consolidated financial statements.
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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In millions of U.S. dollars)
(Unaudited)
Nine Months Ended September 30, Nine Months Ended September 30,
2017 2016 20222021
Cash flows from operating activities:   Cash flows from operating activities:
Net income$656.9
 $654.5
Net income$1,146 $991 
Adjustments to reconcile net income to net cash provided by operating activities:   Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization134.9
 129.0
Depreciation and amortization143 150 
Premiums paid and non-cash loss on early extinguishment of debt
75.9
 —
Premiums paid and non-cash loss on early extinguishment of debt— 11 
Amortization of deferred financing costs and debt issuance discount25.2
 29.1
Amortization of deferred financing costs and debt issuance discount21 20 
(Income) loss from equity method investments(8.9) (16.6)(Income) loss from equity method investments30 12 
Loss (gain) on remeasurement of foreign denominated transactions64.7
 16.1
Net losses on derivatives23.1
 15.3
Share-based compensation expense38.0
 25.9
(Gain) loss on remeasurement of foreign denominated transactions(Gain) loss on remeasurement of foreign denominated transactions(82)(58)
Net (gains) losses on derivativesNet (gains) losses on derivatives17 65 
Share-based compensation and non-cash incentive compensation expenseShare-based compensation and non-cash incentive compensation expense93 71 
Deferred income taxes(3.1) 34.6
Deferred income taxes(29)35 
Other12.8
 8.0
Other8 (14)
Changes in current assets and liabilities, excluding acquisitions and dispositions:   Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable0.3
 20.0
Accounts and notes receivable(93)11 
Inventories and prepaids and other current assets(12.5) (3.0)Inventories and prepaids and other current assets(67)(3)
Accounts and drafts payable(30.4) 11.8
Accounts and drafts payable113 129 
Advertising fund restricted assets and fund liabilities18.1
 4.0
Other accrued liabilities and gift card liability(161.4) (23.8)Other accrued liabilities and gift card liability(74)(87)
Tenant inducements paid to franchiseesTenant inducements paid to franchisees(13)(5)
Other long-term assets and liabilities(40.0) 0.9
Other long-term assets and liabilities(146)(73)
Net cash provided by operating activities793.6
 905.8
Net cash provided by operating activities1,067 1,255 
Cash flows from investing activities:   Cash flows from investing activities:
Payments for property and equipment(16.9) (18.2)Payments for property and equipment(52)(70)
Proceeds from disposal of assets, restaurant closures, and refranchisings19.6
 18.1
Net payment for purchase of Popeyes, net of cash acquired(1,635.9) —
Return of investment on direct financing leases11.8
 12.5
Net proceeds from disposal of assets, restaurant closures, and refranchisingsNet proceeds from disposal of assets, restaurant closures, and refranchisings11 14 
Net payments in connection with purchase of Firehouse SubsNet payments in connection with purchase of Firehouse Subs(12)— 
Settlement/sale of derivatives, net771.8
 4.9
Settlement/sale of derivatives, net22 2 
Other investing activities, net(2.3) 2.0
Other investing activities, net(35)(15)
Net cash provided by (used for) investing activities(851.9) 19.3
Net cash (used for) provided by investing activitiesNet cash (used for) provided by investing activities(66)(69)
Cash flows from financing activities:   Cash flows from financing activities:
Proceeds from issuance of long-term debt4,350.0
 —
Repayments of long-term debt and capital leases(1,690.0) (52.7)
Proceeds from long-term debtProceeds from long-term debt2 802 
Repayments of long-term debt and finance leasesRepayments of long-term debt and finance leases(71)(865)
Payment of financing costs(57.0) —
Payment of financing costs— (7)
Distributions on common, preferred and Partnership exchangeable units(451.9) (396.9)
Capital contribution from RBI Inc.17.5
 12.5
Distributions to RBI Inc.—
 (28.5)
Distributions on Class A common and Partnership exchangeable unitsDistributions on Class A common and Partnership exchangeable units(728)(730)
Distribution to RBI for repurchase of RBI common sharesDistribution to RBI for repurchase of RBI common shares(326)(182)
Capital contribution from RBICapital contribution from RBI7 60 
(Payments) proceeds from derivatives(Payments) proceeds from derivatives8 (45)
Other financing activities, net(6.2) 0.8
Other financing activities, net(3)(3)
Net cash provided by (used for) financing activities2,162.4
 (464.8)
Net cash (used for) provided by financing activitiesNet cash (used for) provided by financing activities(1,111)(970)
Effect of exchange rates on cash and cash equivalents22.7
 14.6
Effect of exchange rates on cash and cash equivalents(31)(3)
Increase (decrease) in cash and cash equivalents2,126.8
 474.9
Increase (decrease) in cash and cash equivalents(141)213 
Cash and cash equivalents at beginning of period1,420.4
 753.7
Cash and cash equivalents at beginning of period1,087 1,560 
Cash and cash equivalents at end of period$3,547.2
 $1,228.6
Cash and cash equivalents at end of period$946 $1,773 
Supplemental cashflow disclosures:   
Supplemental cash flow disclosures:Supplemental cash flow disclosures:
Interest paid$340.2
 $285.9
Interest paid$318 $281 
Income taxes paid$189.3
 $93.3
Income taxes paid$177 $189 
Non-cash investing and financing activities:   
Acquisition of property with capital lease obligations$23.0
 $22.5
See accompanying notes to condensed consolidated financial statements.

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 1. Description of Business and Organization
Restaurant Brands International Limited Partnership (“Partnership”, “we”, “us” or “our”) was formed on August 25, 2014 asis a general partnership and was registered on October 27, 2014 as aCanadian limited partnership in accordance with the laws of the Province of Ontario.partnership. We franchise and operate quick service restaurants serving premium coffee and other beverage and food products under the Tim Hortons® brand (“Tim Hortons” or “TH”), fast food hamburger restaurantshamburgers principally under the Burger King® brand (“Burger King” or “BK”), and chicken quick service restaurantsprincipally under the Popeyes® brand (“Popeyes” or “PLK”) and sandwiches under the Firehouse Subs® brand (“Firehouse” or “FHS”). We are one of the world’s largest quick service restaurant, or QSR, companies as measured by total number of restaurants. As of September 30, 2017,2022, we franchised or owned 4,6805,405 Tim Hortons restaurants, 16,25319,401 Burger King restaurants, 3,928 Popeyes restaurants and 2,809 Popeyes1,234 Firehouse Subs restaurants, for a total of 23,74229,968 restaurants, and operate in more than 100 countries and U.S. territories.countries. Approximately 100% of current system-wide restaurants are franchised.
We are a subsidiary of Restaurant Brands International Inc. (“RBI”). RBI is our sole general partner, and as such, RBI has the exclusive right, power and authority to manage, control, administer and operate the business and affairs and to make decisions regarding the undertaking and business of Partnership in accordance with the partnership agreement of Partnership (“partnership agreement”) and applicable laws.
All references to “$” or “dollars” are to the currency of the United States unless otherwise indicated. All references to Canadian dollars“Canadian dollars” or C$“C$” are to the currency of Canada unless otherwise indicated.
Note 2. Popeyes Acquisition
On March 27, 2017, we completed the acquisition of all of the outstanding shares of common stock of Popeyes Louisiana Kitchen, Inc. (the “Popeyes Acquisition”). Popeyes Louisiana Kitchen Inc. is one of the world’s largest chicken quick service restaurant companies and its global footprint complements RBI’s existing portfolio. Like RBI’s other brands, the Popeyes brand is managed independently, while benefitting from the global scale and resources of RBI. The Popeyes Acquisition was accounted for as a business combination using the acquisition method of accounting.
Total consideration in connection with the Popeyes Acquisition was $1,654.7 million, which includes $32.6 million for the settlement of equity awards. The consideration was funded through (1) cash on hand of approximately $354.7 million, and (2) $1,300.0 million from incremental borrowings under our Term Loan Facility – see Note 9, Long-Term Debt.
Fees and expenses related to the Popeyes Acquisition and related financings totaled $34.4 million consisting primarily of professional fees and compensation related expenses, all of which are classified as selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. These fees and expenses were funded through cash on hand.


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During the three months ended September 30, 2017, we adjusted our preliminary estimate of the fair value of net assets acquired. The preliminary allocation of consideration to the net tangible and intangible assets acquired is presented in the table below (in millions):

 March 27, 2017
Total current assets$64.4
Property and equipment115.2
Intangible assets1,405.2
Other assets0.7
Total current liabilities(73.9)
Total debt and capital lease obligations(159.0)
Deferred income taxes(523.2)
Other liabilities(20.5)
Total identifiable net assets808.9
Goodwill845.8
Total consideration$1,654.7

The adjustments to the preliminary estimate of net assets acquired initially disclosed during the period ended March 31, 2017 resulted in a corresponding $232.5 million decrease in estimated goodwill due to the following changes to preliminary estimates of fair values and allocation of purchase price (in millions):

 Increase (Decrease) in Goodwill
Change in: 
Total current assets$—
Property and equipment(18.7)
Intangible assets(385.2)
Total current liabilities(0.8)
Deferred income taxes164.9
Other liabilities7.3
Total decrease in goodwill$(232.5)

The purchase price allocation reflects preliminary fair value estimates based on management’s analysis, including preliminary work performed by third-party valuation specialists. We will continue to obtain information to assist in determining the fair value of net assets acquired during the measurement period.
Intangible assets include $1,354.9 million related to the Popeyes brand, $40.9 million related to franchise agreements and $9.4 million related to favorable leases. The Popeyes brand has been assigned an indefinite life and, therefore, will not be amortized, but rather tested annually for impairment. Franchise agreements have a weighted average amortization period of 17 years. Favorable leases have a weighted average amortization period of 14 years.
Goodwill attributable to the Popeyes Acquisition will not be amortizable or deductible for tax purposes. Goodwill is considered to represent the value associated with the workforce and synergies anticipated to be realized as a combined company. We have not yet allocated goodwill related to the Popeyes Acquisition to reporting units for goodwill impairment testing purposes. Goodwill will be allocated to reporting units when the purchase price allocation is finalized during the measurement period.
The Popeyes Acquisition is not material to our consolidated financial statements, and therefore, supplemental pro forma financial information related to the acquisition is not included herein.


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Note 3.2. Basis of Presentation and Consolidation
We have prepared the accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. Therefore, the Financial Statements should be read in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K filed with the SEC and Canadian securities regulatory authorities on February 17, 2017.23, 2022.
The Financial Statements include our accounts and the accounts of entities in which we have a controlling financial interest, the usual condition of which is ownership of a majority voting interest. All material intercompany balances and transactions have been eliminated in consolidation. Investments in other affiliates that are owned 50% or less where we have significant influence are accounted for by the equity method. All material intercompany balances and transactions have been eliminated in consolidation.
We also consider for consolidation entities in which we have certain interests, where the controlling financial interest may be achieved through arrangements that do not involve voting interests. Such an entity, known as a variable interest entity (“VIE”), is required to be consolidated by its primary beneficiary. The primary beneficiary is the entity that possesses the power to direct the activities of the VIE that most significantly impact its economic performance and has the obligation to absorb losses or the right to receive benefits from the VIE that are significant to it. Our maximum exposure to loss resulting from involvement with VIEs is attributable to accounts and notes receivable balances, outstanding loan guarantees and future lease payments, where applicable.
As our franchise and master franchise arrangements provide the franchise and master franchise entities the power to direct the activities that most significantly impact their economic performance, we do not consider ourselves the primary beneficiary of any such entity that might be a VIE.
Tim Hortons has historically entered into certain arrangements in which an operator acquires the right to operate a restaurant, but Tim Hortons owns the restaurant’s assets. We perform an analysis to determine if the legal entity in which operations are conducted is a VIE and consolidate a VIE entity if we also determine Tim Hortons is the entity’s primary beneficiary (“Restaurant VIEs”). As of September 30, 20172022 and December 31, 2016,2021, we determined that we are the primary beneficiary of 3844 and 9646 Restaurant VIEs, respectively. As Tim Hortons, Burger King,respectively, and Popeyes franchiseaccordingly, have consolidated the results of operations, assets and master franchise arrangements provide the franchiseliabilities, and master franchise entities the power to direct the activities that most significantly impact their economic performance, we do not consider ourselves the primary beneficiarycash flows of any such entity that might be a VIE.these Restaurant VIEs in our Financial Statements. Material intercompany accounts and transactions have been eliminated in consolidation.
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In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been included in the Financial Statements. The results for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the full year.
The preparation of consolidated financial statements in conformity with U.S. GAAP and related rules and regulations of the SEC requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates.
The carrying amounts for cash and cash equivalents, accounts and notes receivable and accounts and drafts payable approximate fair value based on the short-term nature of these amounts.
Certain prior year amounts in the accompanying Financial Statements and notes to the Financial Statements have been reclassified in order to be comparable with the current year classifications.classification. These consist of the reclassification of technology fee revenues from Franchise and property revenues to Advertising revenues and other services of $4 million and $6 million for the three and nine months ended September 30, 2021 and technology expenses from General and administrative expenses to Advertising expenses and other services of $8 million and $14 million for the three and nine months ended September 30, 2021, respectively. These reclassifications haddid not arise as a result of any changes to accounting policies and relate entirely to presentation with no effect on previously reported net income.
Note 4.3. New Accounting Pronouncements
Revenue RecognitionAccounting Relief for the Transition Away from LIBOR and Certain other Reference Rates – In May 2014,March 2020 and as clarified in January 2021, the Financial Accounting Standards Board (the “FASB”(“FASB”) issued a new single comprehensive modelguidance which provides optional expedients and exceptions for entitiesapplying U.S. GAAP to use in accounting for revenue arising from contracts, with customers. In August 2015, the FASB deferred adoptionhedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of the new standard by one year. Several updates have been issued since to clarify the implementation guidance. The new guidance supersedes most current revenue recognition guidance, including industry-specific guidance, enhances revenue recognition disclosures, andreference rate reform. This amendment is now effective commencing in 2018. The guidance allows for either a full retrospective or modified retrospective transition method. We currently expect to apply the modified retrospective transition method.
We have performed a preliminary analysis of the impact of the new revenue recognition guidance and developed a comprehensive plan for the implementation. The project plan includes analyzing the impact on our current revenue streams, comparing our historical accounting policies to the new guidance, and identifying potential differences from applying the requirements of the new guidance to our contracts. Under current accounting guidance, we recognize initial franchise fees when we have performed all material obligations and services, which generally occurs when the franchised restaurant opens. Under the new guidance, we anticipate deferring the initial franchise fees and recognizing revenue over the term of the related franchise agreement. We anticipate that the new guidance will also change our reporting of advertising fund contributions from franchisees and the related advertising expenditures, which are currently reported on a net basis in our consolidated balance sheet. Under the current guidance, as of the balance sheet date, advertising fund contributions received may not equal

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advertising expenditures for the period due to the timing of promotions. To the extent that contributions received exceeded advertising expenditures, the excess contributions are treated as a deferred liability. To the extent that advertising expenditures temporarily exceeded advertising fund contributions, the difference is recorded as a receivable from the fund. Under the new guidance, we anticipate advertising fund contributions from franchiseesMarch 12, 2020 through December 31, 2022. The expedients and advertising fund expenditures will be reported on a gross basis and the related advertising fund revenues and expenses may be reported in different periods.
We anticipate that estimated breakage income on gift cards will be recognized as gift cards are utilized instead of our current policy of deferring the breakage income until it is deemed remote that the unused gift card balance will be redeemed. We do not believe this guidance will materially impact our recognition of revenue from Company restaurant sales, our recognition of royalty revenues from franchisees, or our recognition of revenues from property rentals.
Lease Accounting – In February 2016, the FASB issued new guidance on leases. The new guidance requires lessees to recognize on the balance sheet the assets and liabilities for the rights and obligations createdexceptions provided by finance and operating leases with lease terms of more than 12 months, as well as enhanced disclosures. The amendment requires the recognition and measurement of leases at the beginning of the earliest period presented using a modified retrospective approach and is effective commencing in 2019. We expect this new guidance do not apply to cause a material increasecontract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationships. During the third quarter of 2021, we adopted certain of the expedients as it relates to hedge accounting as certain of our assetsdebt agreements and liabilities on our consolidated balance sheet since we have a significant number of operating lease arrangements for which we are the lessee. We are currently evaluating the impact thathedging relationships bear interest at variable rates, primarily U.S. dollar LIBOR. The adoption of this guidance will have on our consolidated statements of operations. We do not expect the adoption ofand future elections under this new guidance did not and are not expected to have a material impact on our cash flowsFinancial Statements. We will continue to monitor the discontinuance of LIBOR on our debt agreements and liquidity.hedging relationships.
Derivative Contract Novations on Existing HedgesLessors—Certain Leases with Variable Lease Payments – In March 2016,July 2021, the FASB issued guidance that requires lessors to classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an accounting standards update that clarifies that a change inoperating lease if (a) the counterparty to a derivative instrument that haslease would have been designatedclassified as a hedging instrument under existing accountingsales-type lease or a direct financing lease in accordance with lease classification criteria and (b) the lessor would have otherwise recognized a day-one loss. This amendment is effective in 2022 with early adoption permitted. This guidance does not,may be applied either retrospectively to leases that commenced or were modified on or after the adoption of lease guidance we adopted in and of itself, require de-designation of2019 or prospectively to leases that hedging relationship providedcommence or are modified on or after the date that all other hedge accounting criteria continue to be met. We adopted this new guidance on a prospective basis on January 1, 2017. Adoption did not have an impact on our consolidated financial statements.
Equity Method Accounting – In March 2016, the FASB issued an accounting standards update which eliminates the requirement to retrospectively apply the equity method to an investment that subsequently qualifies for such accounting as a result of an increase in level of ownership interest or degree of influence. We adopted this new guidance on a prospective basis on January 1, 2017. Adoption did not have an impact on our consolidated financial statements.
Employee Share-Based Payment Accounting – In March 2016, the FASB issued an accounting standards update to simplify several aspects of the accounting for share-based payment transactions, including the accounting for income taxes, forfeitures and statutory withholding requirements, as well as statement of cash flows presentation. The transition requirement is mostly modified retrospective, with the exception of recognition of excess tax benefits and tax deficiencies which requires prospective adoption. We adopted this new guidance on January 1, 2017.applied. The adoption of this new guidance resulted in recognitionduring the first quarter of excess tax benefits as a reduction in the provision for income taxes rather than an addition to common shares, as required by previous accounting guidance. The adoption of this new guidance resulted in a 6.8% and 4.5% reduction in our effective tax rate for the three and nine months ended September 30, 2017, respectively. We will continue to estimate forfeitures instead of accounting for them as they occur as permitted by the new standard. The adoption of the other provisions of this new guidance2022 did not have an impact on our consolidated financial statements.
Classification of Certain Cash Receipts and Cash Payments – In August 2016, the FASB issued an accounting standards update to reduce the existing diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments are effective for 2018. We do not expect the adoption of this new guidance to have a material impact on our consolidated financial statements.Financial Statements.
Intra-Entity Transfers of Assets Other Than InventoryLiabilities—Supplier Finance Programs – In October 2016,September 2022, the FASB issued guidance amendingthat requires buyers in a supplier finance program to disclose sufficient information about the accounting for income taxes. The new guidance requiresprogram to allow investors to understand the recognitionprogram's nature, activity during the period, changes from period to period, and potential magnitude. These disclosures would include the key terms of the income tax consequencesprogram, as well as the obligation amount that the buyer has confirmed as valid to the third party that is outstanding at the end of an intercompany asset transfer, other than transfersthe reporting period, a rollforward of inventory, whenthat amount, and a description of where that amount is presented in the transfer occurs. For intercompany transfers of inventory, the income tax effects will continue to be deferred until the inventory has been sold to a third party. Thebalance sheet. This amendment is effective in 2023, except for 2018.the amendment on rollforward information which is effective in 2024, with early adoption permitted. This guidance should be applied retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively. We are currently evaluating the impact that the adoption of this new guidance will have on our Financial Statements and will add necessary disclosures upon adoption.


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Note 4. Firehouse Acquisition
We acquired Firehouse Subs on December 15, 2021 (the “Firehouse Acquisition”) which complements RBI's existing portfolio. Like RBI's other brands, the Firehouse Subs brand is managed independently, while benefiting from the global scale and resources of RBI. The Firehouse Acquisition was accounted for as a business combination using the acquisition method of accounting.
Total consideration in connection with the Firehouse Acquisition was $1,016 million. The consideration was funded through cash on hand and $533 million of incremental borrowings under our senior secured term loan facility.
Fees and expenses related to the Firehouse Acquisition and related financings totaled approximately $1 million during the nine months ended September 30, 2022, consisting of professional fees and compensation related expenses which are classified as general and administrative expenses in the accompanying condensed consolidated financial statements.statements of operations.
Goodwill Impairment – In January 2017,During the FASB issued guidance to simplify how an entity measures goodwill impairment by removing the second stepnine months ended September 30, 2022, we adjusted our preliminary estimate of the two-step quantitative goodwill impairment test. An entity will no longer perform a hypothetical purchase price allocation to measure goodwill impairment. Instead, impairment will be measured at the amount by which the carrying value exceeds the fair value of net assets acquired. The preliminary allocation of consideration to the net tangible and intangible assets acquired is presented in the table below (in millions):
December 15, 2021
Total current assets$21 
Property and equipment4 
Firehouse Subs brand
816 
Franchise agreements19 
Operating lease assets9 
Total liabilities(48)
Total identifiable net assets821 
Goodwill195 
Total consideration$1,016 
The adjustments to the preliminary estimate of net assets acquired and a decrease in total consideration resulted in a corresponding decrease in estimated goodwill due to the following changes to preliminary estimates of fair values and allocation of purchase price (in millions):
Increase (Decrease) in Goodwill
Change in:
Operating lease assets$(9)
Firehouse Subs brand
(48)
Franchise agreements(19)
Total liabilities35 
Total consideration(17)
   Total decrease in goodwill$(58)
The purchase price allocation reflects preliminary fair value estimates based on management's analysis, including preliminary work performed by third-party valuation specialists. We will continue to obtain information to assist in determining the fair value of net assets acquired during the measurement period.
The Firehouse Subs brand has been assigned an indefinite life and, therefore, will not be amortized, but rather tested annually for impairment. Franchise agreements have a weighted average amortization period of 18 years. Goodwill attributable to the Firehouse Acquisition will be amortized and deductible for tax purposes. Goodwill is considered to represent the value associated with the workforce and synergies anticipated to be realized as a combined company. We have not yet allocated goodwill related to the Firehouse Acquisition to reporting unit; however,units for goodwill impairment testing purposes. Goodwill will be allocated to reporting units when the loss recognized should not exceed

purchase price allocation is finalized during the measurement period.
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The results of operations of Firehouse Subs have been included in our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2022. The Firehouse Acquisition is not material to our unaudited condensed consolidated financial statements, and therefore, supplemental pro forma financial information for 2021 related to the acquisition is not included herein.

Note 5. Leases
Property revenues consist primarily of lease income from operating leases and earned income on direct financing leases and sales-type leases with franchisees as follows (in millions):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2022202120222021
Lease income - operating leases
Minimum lease payments$100 $113 $314 $343 
Variable lease payments112 91 291 241 
Amortization of favorable and unfavorable income lease contracts, net— 1 1 3 
Subtotal - lease income from operating leases212 205 606 587 
Earned income on direct financing and sales-type leases2 1 5 4 
Total property revenues$214 $206 $611 $591 
Note 6. Revenue Recognition
Contract Liabilities
Contract liabilities consist of deferred revenue resulting from initial and renewal franchise fees paid by franchisees, as well as upfront fees paid by master franchisees, which are generally recognized on a straight-line basis over the total amountterm of goodwill allocated to that reporting unit. The amendment requires prospective adoptionthe underlying agreement. We may recognize unamortized franchise fees and upfront fees when a contract with a franchisee or master franchisee is modified and is effective commencingaccounted for as a termination of the existing contract. We classify these contract liabilities as Other liabilities, net in 2020 with early adoption permitted.our condensed consolidated balance sheets. The following table reflects the change in contract liabilities between December 31, 2021 and September 30, 2022 (in millions):
Hedge Accounting – In August 2017,
Contract LiabilitiesTHBKPLKFHSConsolidated
Balance at December 31, 2021$65 $410 $56 $— $531 
Effect of business combination— — — 8 8 
Recognized during period and included in the contract liability balance at the beginning of the year(8)(29)(4)(1)(42)
Increase, excluding amounts recognized as revenue during the period9 23 11 1 44 
Impact of foreign currency translation(3)(24)— — (27)
Balance at September 30, 2022$63 $380 $63 $8 $514 

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The following table illustrates estimated revenues expected to be recognized in the FASB issued guidancefuture related to (1) improveperformance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2022 (in millions):
Contract liabilities expected to be recognized inTHBKPLKFHSConsolidated
Remainder of 2022$3 $9 $1 $— $13 
202310 33 4 2 49 
20249 32 4 1 46 
20258 31 4 1 44 
20267 30 4 1 42 
Thereafter26 245 46 3 320 
Total$63 $380 $63 $8 $514 
Disaggregation of Total Revenues
Total revenues consist of the transparency and understandability of information conveyed to financial statement users about an entity's risk management activities by better aligning the entity's financial reporting for hedging relationships with those risk management activities and (2) reduce the complexity of and simplify the application of hedge accounting by preparers. The amendment is effective commencing in 2019 with early adoption permitted. We are currently evaluating the impact that the adoption of this new guidance will have on our consolidated financial statements.following (in millions):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2022202120222021
Sales$759 $621 $2,076 $1,718 
Royalties451 414 1,292 1,149 
Property revenues214 206 611 591 
Franchise fees and other revenue33 15 86 55 
Advertising revenues and other services269 239 751 680 
Total revenues$1,726 $1,495 $4,816 $4,193 
Note 5.7. Earnings per Unit
Partnership uses the two-class method in the computation of earnings per unit. Pursuant to the terms of the partnership agreement, RBI, as the holder of the Class A common units, is entitled to receive distributions from Partnership in an amount equal to the aggregate dividends payable by RBI to holders of RBI common shares, and the holders of Class B exchangeable limited partnership units (the “Partnership exchangeable units”) are entitled to receive distributions from Partnership in an amount per unit equal to the dividends payable by RBI on each RBI common share. Partnership’s net income available to common unitholders is allocated between the Class A common units and Partnership exchangeable units on a fully-distributed basis and reflects residual net income after noncontrolling interests and Partnership preferred unit distributions.interests. Basic and diluted earnings per Class A common unit is determined by dividing net income allocated to Class A common unit holders by the weighted average number of Class A common units outstanding for the period. Basic and diluted earnings per Partnership exchangeable unit is determined by dividing net income allocated to the Partnership exchangeable units by the weighted average number of Partnership exchangeable units outstanding during the period.
There are no dilutive securities for Partnership as the exercise of stock optionsRBI equity awards will not affect the number of Class A common units or Partnership exchangeable units outstanding. However, the issuance of shares by RBI in future periods will affect the allocation of net income attributable to common unitholders between Partnership’s Class A common units and Partnership exchangeable units.
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The following table summarizes the basic and diluted earnings per unit calculations (in millions, except per unit amounts):

Three Months Ended
September 30,		Nine Months Ended
September 30,
2022202120222021
Allocation of net income among partner interests:
Net income allocated to Class A common unitholders$360 $221 $779 $659 
Net income allocated to Partnership exchangeable unitholders169 107 364 329 
Net income attributable to common unitholders$529 $328 $1,143 $988 
Denominator - basic and diluted partnership units:
Weighted average Class A common units202 202 202 202 
Weighted average Partnership exchangeable units143 151 144 154 
Earnings per unit - basic and diluted:
Class A common units (a)$1.78 $1.09 $3.86 $3.26 
Partnership exchangeable units (a)$1.18 $0.71 $2.53 $2.14 
(a) Earnings per unit may not recalculate exactly as it is calculated based on unrounded numbers.

 Three Months Ended
September 30,		 Nine Months Ended
September 30,
 2017 2016 2017 2016
Allocation of net income among partner interests:       
Net income allocated to Class A common unitholders$91.3
 $86.3
 $231.0
 $227.2
Net income allocated to Partnership exchangeable unitholders87.7
 83.8
 222.3
 222.0
Net income attributable to common unitholders$179.0
 $170.1
 $453.3
 $449.2
        
Denominator - basic and diluted partnership units:       
Weighted average Class A common units202.0
 202.0
 202.0
 202.0
Weighted average Partnership exchangeable units226.8
 227.1
 226.9
 228.0
Total weighted average basic and diluted units outstanding428.8
 429.1
 428.9
 430.0
        
Earnings per unit - basic and diluted:       
Class A common units$0.45
 $0.43
 $1.14
 $1.12
Partnership exchangeable units$0.39
 $0.37
 $0.98
 $0.97

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Note 6.8. Intangible Assets, net and Goodwill
Intangible assets, net and goodwill consist of the following (in millions):

As of
September 30, 2022December 31, 2021
GrossAccumulated AmortizationNetGrossAccumulated AmortizationNet
Identifiable assets subject to amortization:
   Franchise agreements$705 $(298)$407 $722 $(290)$432 
   Favorable leases90 (56)34 104 (63)41 
      Subtotal795 (354)441 826 (353)473 
Indefinite-lived intangible assets:
   Tim Hortons brand
$6,182 $— $6,182 $6,695 $— $6,695 
   Burger King brand
2,037 — 2,037 2,126 — 2,126 
   Popeyes brand
1,355 — 1,355 1,355 — 1,355 
   Firehouse Subs brand
816 — 816 768 — 768 
      Subtotal10,390 — 10,390 10,944 — 10,944 
Intangible assets, net$10,831 $11,417 
Goodwill
   Tim Hortons segment$3,991 $4,306 
   Burger King segment576 601 
   Popeyes segment846 846 
   Firehouse Subs segment192 253 
      Total$5,605 $6,006 
 As of
 September 30, 2017 December 31, 2016
 Gross Accumulated Amortization Net Gross Accumulated Amortization Net
Identifiable assets subject to amortization:           
   Franchise agreements$724.3
 $(160.3) $564.0
 $655.1
 $(132.4) $522.7
   Favorable leases460.1
 (184.9) 275.2
 436.0
 (149.7) 286.3
      Subtotal1,184.4
 (345.2) 839.2
 1,091.1
 (282.1) 809.0
Indefinite lived intangible assets:           
   Tim Hortons brand
$6,776.9
 $—
 $6,776.9
 $6,341.6
 $—
 $6,341.6
   Burger King brand
2,150.8
 —
 2,150.8
 2,077.4
 —
 2,077.4
   Popeyes brand
1,354.9
 —
 1,354.9
 —
 —
 —
      Subtotal10,282.6
 —
 10,282.6
 8,419.0
 —
 8,419.0
Intangible assets, net    $11,121.8
     $9,228.0
            
Goodwill           
   Tim Hortons segment$4,356.9
     $4,087.8
    
   Burger King segment607.6
     587.3
    
   Popeyes segment845.8
     —
    
      Total$5,810.3
     $4,675.1
    
Amortization expense on intangible assets totaled $18.7$9 million and $10 million for the three months ended September 30, 20172022 and $18.1 million for the same period in the prior year.2021, respectively. Amortization expense on intangible assets totaled $54.2$29 million and $31 million for the nine months ended September 30, 20172022 and $54.2 million for the same period in the prior year.2021, respectively. The change in the franchise agreements, brands and goodwill balances
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during the nine months ended September 30, 20172022 was due principally to the addition of goodwill and the Popeyes brand from the Popeyes Acquisition, and to a lesser extent, the impact of foreign currency translation.translation and the impact of adjustments to the preliminary allocation of consideration to the net tangible and intangible assets acquired in the Firehouse Acquisition.

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Note 7.9. Equity Method Investments
The aggregate carrying amountamounts of our equity method investments was $156.8were $179 million and $151.1$194 million as of September 30, 20172022 and December 31, 2016,2021, respectively, and isare included as a component of otherOther assets, net in our accompanying condensed consolidated balance sheets. Our Tim Hortons (“TH”) business and Burger King (“BK”) business both have
Except for the following equity method investments, no quoted market prices are available for our other equity method investments. Our Popeyes Louisiana Kitchen (“PLK”) business does notThe aggregate market value of our 15% equity interest in Carrols Restaurant Group, Inc. based on the quoted market price on September 30, 2022 was approximately $15 million. The aggregate market value of our 9.4% equity interest in BK Brasil Operação e Assessoria a Restaurantes S.A. based on the quoted market price on September 30, 2022 was approximately $33 million. The aggregate market value of our 8% equity interest in TH International Limited based on the quoted market price on September 30, 2022 was approximately $71 million. We have any equity method investments. Select information about our most significantevaluated recent declines in the market value of these equity method investments based onand concluded they are not other than temporary and as such no impairments have been recognized in the carrying value ascurrent period.
We have equity interests in entities that own or franchise Tim Hortons, Burger King and Popeyes restaurants. Sales, franchise and property revenues recognized from franchisees that are owned or franchised by entities in which we have an equity interest consist of the following (in millions):

Three Months Ended
September 30,		Nine Months Ended
September 30,
2022202120222021
Revenues from affiliates:
Royalties$92 $111 $266 $254 
Advertising revenues and other services20 22 54 50 
Property revenues8 8 23 24 
Franchise fees and other revenue3 4 12 12 
Sales4 2 12 7 
Total$127 $147 $367 $347 
At September 30, 2017, was as follows:
EntityCountryEquity Interest
TIMWEN PartnershipCanada50.0%
Carrols Restaurant Group, Inc.United States20.7%
Pangaea Foods (China) Holdings, Ltd.China27.5%
2022 and December 31, 2021, we had $41 million and $48 million, respectively, of accounts receivable, net from our equity method investments which were recorded in Accounts and notes receivable, net in our condensed consolidated balance sheets.
With respect to our TH business, the most significant equity method investment is our 50% joint venture interest with The Wendy’s Company (the “TIMWEN Partnership”), which jointly holds real estate underlying Canadian combination restaurants. Distributions received from this joint venture were $2.7$5 million and $2.7$3 million during the three months ended September 30, 20172022 and 2016,2021, respectively. Distributions received from this joint venture were $8.1$10 million and $8.3$9 million during the nine months ended September 30, 20172022 and 2016,2021, respectively.
The aggregate market value of our equity interest in Carrols Restaurant Group, Inc. (“Carrols”),Associated with the most significant equity method investment for our BK business, based on the quoted market price on September 30, 2017, was approximately $102.6 million. No quoted market prices are available for our other equity method investments.
We have equity interests in entities that own or franchise Tim Hortons or Burger King restaurants. Franchise and property revenuesTIMWEN Partnership, we recognized from franchisees that are owned or franchised by entities in which we have an equity interest consist of the following (in millions):
 Three Months Ended
September 30,		 Nine Months Ended
September 30,
 2017 2016 2017 2016
Revenues from affiliates:       
Franchise royalties$39.2
 $34.9
 $121.1
 $94.2
Property revenues7.2
 6.9
 20.1
 21.1
Franchise fees and other revenue3.7
 6.8
 14.7
 14.7
Total$50.1
 $48.6
 $155.9
 $130.0
We recognized $5.3 million and $5.1$5 million of rent expense associated with the TIMWEN Partnership during the three months ended September 30, 20172022 and 2016, respectively. We2021, and recognized $14.7$14 million and $14.7$13 million of rent expense associated with the TIMWEN Partnership during the nine months ended September 30, 20172022 and 2016,2021, respectively.
At September 30, 2017 and December 31, 2016, we had $27.8 million and $25.7 million, respectively, of accounts receivable, net from our equity method investments which were recorded in accounts and notes receivable, net in our condensed consolidated balance sheets.
(Income) loss from equity method investments reflects our share of investee net income or loss and non-cash dilution gains or losses from changes in our ownership interests in equity method investees and basis difference amortization. We recorded an increase to the carrying value of our equity method investment balance and a non-cash dilution gain of $11.6 million during the nine months ended September 30, 2016. The dilution gain resulted from the issuance of capital stock by one of our equity method investees, which reduced our ownership interest in this equity method investment. The dilution gain we recorded in connection with the issuance of capital stock reflects adjustments to the difference between the amount of underlying equity in the net assets of the equity method investee before and after their issuance of capital stock.


investees.
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Note 8.10. Other Accrued Liabilities and Other Liabilities, net
Other accrued liabilities (current) and otherOther liabilities, net (noncurrent) consist of the following (in millions):

As of
September 30,
2022		December 31,
2021
Current:
Distribution payable$243 $241 
Interest payable96 63 
Accrued compensation and benefits90 99 
Taxes payable150 106 
Deferred income57 48 
Accrued advertising expenses45 43 
Restructuring and other provisions20 90 
Current portion of operating lease liabilities134 140 
Other124 117 
Other accrued liabilities$959 $947 
Noncurrent:
Taxes payable$360 $533 
Contract liabilities514 531 
Derivatives liabilities— 575 
Unfavorable leases52 65 
Accrued pension46 47 
Deferred income45 37 
Other27 34 
Other liabilities, net$1,044 $1,822 
 As of
 September 30, 2017 December 31, 2016
Current:   
Dividend payable$160.3
 $146.1
Interest payable63.9
 63.3
Accrued compensation and benefits65.5
 60.5
Taxes payable83.2
 43.3
Deferred income49.7
 54.7
Closed property reserve11.1
 11.0
Restructuring and other provisions10.6
 9.1
Other86.3
 81.3
Other accrued liabilities$530.6
 $469.3
    
Noncurrent:   
Unfavorable leases$264.7
 $275.8
Taxes payable390.0
 252.2
Accrued pension77.5
 82.9
Derivatives liabilities479.2
 55.1
Lease liability26.0
 27.2
Deferred income40.5
 27.1
Other76.1
 64.6
Other liabilities, net$1,354.0
 $784.9
Note 9.11. Long-Term Debt
Long-term debt consists of the following (in millions):
As of
September 30,
2022		December 31,
2021
Term Loan B$5,203 $5,243 
Term Loan A1,250 1,250 
3.875% First Lien Senior Notes due 20281,550 1,550 
3.50% First Lien Senior Notes due 2029750 750 
5.75% First Lien Senior Notes due 2025500 500 
4.375% Second Lien Senior Notes due 2028750 750 
4.00% Second Lien Senior Notes due 20302,900 2,900 
TH Facility and other154 173 
Less: unamortized deferred financing costs and deferred issue discount(118)(138)
Total debt, net12,939 12,978 
    Less: current maturities of debt(86)(62)
Total long-term debt$12,853 $12,916 

17
 As of
 September 30, 2017 December 31, 2016
Term Loan Facility (due February 17, 2024)$6,404.8
 $5,046.1
2017 4.25% Senior Notes (due May 15, 2024)1,500.0
 —
2015 4.625% Senior Notes (due January 15, 2022)1,250.0
 1,250.0
2017 5.00% Senior Notes (due October 15, 2025)1,300.0
 —
2014 6.00% Senior Notes (due April 1, 2022)1,000.0
 2,250.0
Tim Hortons Notes (a)5.2
 40.6
Other86.1
 85.4
Less: unamortized deferred financing costs and deferred issue discount(185.8) (187.1)
Total debt, net11,360.3
 8,485.0
    Less: current maturities of debt(56.7) (74.8)
Total long-term debt$11,303.6
 $8,410.2
(a)$35.6 million of Tim Hortons Notes were repaid on June 1, 2017, the original maturity date.

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Refinancing of Credit Facilities
On February 17, 2017, two of our subsidiaries (the “Borrowers”) entered into a second amendment (the “Second Amendment”) to the credit agreement governing our senior secured term loan facility (the “Term Loan Facility”) and our senior secured revolving credit facility of up to $500.0 million of revolving extensions of credit outstanding at any time (including revolving loans, swingline loans and letters of credit) (the “Revolving Credit Facility” and together with the Term Loan Facility, the “Credit Facilities”). Under the Second Amendment, (i) the outstanding aggregate principal amount under our Term Loan Facility was decreased to $4,900.0 million as a result of a repayment of $146.1 million from cash on hand, (ii) the interest rate applicable to our Term Loan Facility was reduced to, at our option, either (a) a base rate plus an applicable margin equal to 1.25%, or (b) a Eurocurrency rate plus an applicable margin equal to 2.25%, (iii) the maturity of our Term Loan Facility was extended from December 12, 2021 to February 17, 2024, and (iv) the Borrowers and their subsidiaries were provided with additional flexibility under certain negative covenants, including incurrence of indebtedness, making of investments, dispositions and restricted payments, and prepayment of subordinated indebtedness. Except as described herein, the Second Amendment did not materially change the terms of the Credit Facilities.
In connection with the Second Amendment, we capitalized approximately $11.3 million in debt issuance costs and recorded a loss on early extinguishment of debt of $20.4 million during the nine months ended September 30, 2017. The loss on early extinguishment of debt primarily reflects the write-off of unamortized debt issuance costs and discounts.
Incremental Term Loans
In connection with the Popeyes Acquisition, we obtained an incremental term loan in the aggregate principal amount of $1,300.0 million (the “Incremental Term Loan No. 1”) under our Term Loan Facility. Also, simultaneously and in connection with the issuance of the 2017 4.25% Senior Notes (described below), we obtained an additional incremental term loan in the aggregate principal amount of $250.0 million (the "Incremental Term Loan No. 2" and together with the Incremental Term Loan No. 1, the "Incremental Term Loans") under our Term Loan Facility. The Incremental Term Loans bear interest at the same rate as the Term Loan Facility and also mature on February 17, 2024. In connection with the Incremental Term Loan No. 1, Popeyes was included as loan guarantor and its assets as collateral, under the Credit Facilities. Except as described herein, there were no other material changes to the terms of the Credit Facilities. Debt issuance costs capitalized in connection with the Incremental Term Loans were approximately $23.0 million.
Revolving Credit Facility
As of September 30, 2017,2022, we had no amounts outstanding under our senior secured revolving credit facility (the “Revolving Credit Facility”), had $2 million of letters of credit issued against the Revolving Credit Facility.Facility, and our borrowing availability under our Revolving Credit Facility was $998 million. Funds available under the Revolving Credit Facility may be used to repay other debt, finance debt or RBI share repurchases toor repurchases of Class B exchangeable limited partnership units, fund acquisitions or capital expenditures and for other general corporate purposes. We have a $125.0$125 million letter of credit sublimit as part of the Revolving Credit Facility, which reduces our borrowing availability thereunder by the cumulative amount of outstanding letters of credit.
TH Facility
One of our subsidiaries entered into a non-revolving delayed drawdown term credit facility in a total aggregate principal amount of C$225 million with a maturity date of October 4, 2025 (the “TH Facility”). The interest rate applicable to the TH Facility is the Canadian Bankers’ Acceptance rate plus an applicable margin equal to 1.40% or the Prime Rate plus an applicable margin equal to 0.40%, at our option. Obligations under the TH Facility are guaranteed by four of our subsidiaries, and amounts borrowed under the TH Facility are secured by certain parcels of real estate. As of September 30, 2017,2022, we had $1.6approximately C$205 million outstanding under the TH Facility with a weighted average interest rate of letters5.10%.
RE Facility
One of our subsidiaries entered into a non-revolving delayed drawdown term credit issued againstfacility in a total aggregate principal amount of $50 million with a maturity date of October 12, 2028 (the “RE Facility”). The interest rate applicable to the RE Facility is, at our option, either (i) a base rate, subject to a floor of0.50%, plus an applicable margin of 0.50% or (ii) Adjusted Term SOFR (Adjusted Term SOFR is calculated as Term SOFR plus a margin based on duration), subject to a floor of 0.00%, plus an applicable margin of 1.50%. Obligations under the RE Facility are guaranteed by four of our subsidiaries, and amounts borrowed under the RE Facility are secured by certain parcels of real estate. As of September 30, 2022, we had approximately $2 million outstanding under the RE Facility with a weighted average interest rate of 4.05%.
Restrictions and Covenants
As of September 30, 2022, we were in compliance with all applicable financial debt covenants under our senior secured term loan facilities and Revolving Credit Facility and our borrowing availability was $498.4 million.
2017 4.25% Senior Notes
On May 17, 2017,(together the Borrowers entered into an indenture (the "2017 4.25% Senior Notes Indenture""Credit Facilities") in connection with, the issuance of $1,500.0 million of 4.25% first lien senior notes due May 15, 2024 (the "2017 4.25% Senior Notes"). No principal payments are due until maturity and interest is paid semi-annually. We expect to useTH Facility, the net proceeds from the offering of the 2017 4.25% Senior Notes, together with other sources of liquidity, to redeem all or a portion of the outstanding Class A 9.0% cumulative compounding perpetual voting preferred shares and for other general corporate purposes. In connection with the issuance of the 2017 4.25% Senior Notes, we capitalized approximately $12.6 million in debt issuance costs.
Obligations under the 2017 4.25% Senior Notes are guaranteed on a senior secured basis, jointly and severally, by the Borrowers and substantially all of the Borrowers' Canadian and U.S. subsidiaries, including The TDL Group Corp., Burger King Worldwide, Inc., Popeyes Louisiana Kitchen, Inc. and substantially all of their respective Canadian and U.S. subsidiaries (the "Note Guarantors"). The 2017 4.25% Senior Notes are first lien senior secured obligations and rank equal in right of payment with all of the existing and future senior debt of the Borrowers and Note Guarantors, including borrowings and guarantees of the Credit Facilities.
Our 2017 4.25% Senior Notes may be redeemed in whole or in part, on or after May 15, 2020 at the redemption prices set forth in the 2017 4.25% Senior Notes Indenture, plus accrued and unpaid interest, if any, at the date of redemption. The 2017 4.25% Senior Notes Indenture also contains optional redemption provisions related to tender offers, change of control and equity offerings, among others.

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2017 5.00% Senior Notes
On August 28, 2017, the Borrowers entered into an indenture (the "2017 5.00% Senior Notes Indenture") in connection with the issuance of $1,300.0 million of 5.00% second lien senior notes due October 15, 2025 (the "2017 5.00% Senior Notes"). No principal payments are due until maturity and interest is paid semi-annually. The net proceeds from the offering of the 2017 5.00% Senior Notes were used to redeem $1,250.0 million of the 2014 6.00% Senior Notes and pay related redemption premiums. In connection with the issuance of the 2017 5.00% Senior Notes, we capitalized approximately $10.1 million in debt issuance costs. In connection with the redemption of the 2014 6.00% Senior Notes, we recorded a loss on early extinguishment of debt of $58.2 million that primarily reflects the payment of premiums to redeem the notesRE Facility, and the write-off of unamortized debt issuance costs.
Obligations under the 2017 5.00%indentures governing our Senior Notes are guaranteed on a second priority senior secured basis, jointly and severally, by the Note Guarantors. The 2017 5.00% Senior Notes are second lien senior secured obligations and rank equal in right of payment with all of the existing and future senior debt of the Borrowers and Note Guarantors, including borrowings and guarantees of the Credit Facilities.
Our 2017 5.00% Senior Notes may be redeemed in whole or in part, on or after October 15, 2020 at the redemption prices set forth in the 2017 5.00% Senior Notes Indenture, plus accrued and unpaid interest, if any, at the date of redemption. The 2017 5.00% Senior Notes Indenture also contains optional redemption provisions related to tender offers, change of control and equity offerings, among others.Notes.
Fair Value Measurement
The following table presents the fair value of our variable rate term debt and senior notes, is estimated using inputs based on bid and offer prices that are Level 2 inputs, and was $11.6 billion and $8.8 billion at September 30, 2017 and December 31, 2016, respectively, compared to a principal carrying amount of $11.5 billion and $8.6 billion, respectively on the same dates.(in millions):
As of
September 30,
2022		December 31,
2021
Fair value of our variable term debt and senior notes$11,568 $12,851 
Principal carrying amount of our variable term debt and senior notes12,903 12,943 
Interest Expense, net
Interest expense, net consists of the following (in millions):
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Debt (a)$124 $117 $357 $345 
Finance lease obligations4 5 14 15 
Amortization of deferred financing costs and debt issuance discount7 7 21 20 
Interest income(2)(1)(3)(2)
    Interest expense, net$133 $128 $389 $378 
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 Three Months Ended
September 30,		 Nine Months Ended
September 30,
 2017 2016 2017 2016
Debt$131.2
 $103.6
 $350.1
 $308.3
Capital lease obligations5.4
 5.2
 15.4
 15.0
Amortization of deferred financing costs and debt issuance discount8.5
 9.8
 25.2
 29.1
Interest income(9.1) (1.3) (15.3) (2.8)
    Interest expense, net$136.0
 $117.3
 $375.4
 $349.6
(a)Amount includes $17 million and $11 million benefit during the three months ended September 30, 2022 and 2021, respectively, and $40 million and $34 million benefit during the nine months ended September 30, 2022 and 2021, respectively, related to the quarterly net settlements of our cross-currency rate swaps and amortization of the Excluded Component as defined in Note 14, Derivatives.
Other
On March 27, 2017, we repaid $155.5 million of debt assumed in connection with the Popeyes Acquisition.
Note 10.12. Income Taxes
Our effective tax rate was 13.4%(23.8)% and 15.3%1.5% for the three and nine months ended September 30, 2017,2022, respectively. The effective tax rate during this period wasthese periods included a net decrease in tax reserves of $171 million related primarily a resultto expiring statutes of limitations for certain prior tax years which decreased the effective tax rate by 39.9% and 14.7% for the three and nine months ended September 30, 2022, respectively. The effective tax rate during these periods also reflects the mix of income from multiple tax jurisdictions, the impact of ourinternal financing structure, excess tax benefits from share-based compensation as a result of the required adoption of a new share-based compensation accounting standard, net audit-related reserve releasesarrangements and non-deductible transaction costs.favorable structural changes.
Our effective tax rate was 21.3%16.7% and 20.7%7.7% for the three and nine months ended September 30, 2016,2021, respectively. The effective tax rate during this period was primarily a result ofthese periods reflects the mix of income from multiple tax jurisdictions and the impact of internal financing arrangements. Additionally, the effective tax rate for the nine months ended September 30, 2021 included a net decrease in tax reserves of $87 million related primarily to expiring statutes of limitations for certain prior tax years which decreased the effective tax rate by 8.1%.
On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (“IRA”) which contains provisions effective January 1, 2023, including a 15% corporate alternative minimum tax based on adjusted financial statement income. While we do not currently expect the IRA to have a material impact on our financing structure.Financial Statements, we will continue to evaluate its effect as further guidance becomes available.
Note 11.13. Equity
During the nine months ended September 30, 2017,2022, Partnership exchanged 155,9861,694,859 Partnership exchangeable units pursuant to exchange notices received. In accordance with the terms of the partnership agreement, Partnership satisfied the exchange notices by exchanging these Partnership exchangeable units for the same number of newly issued RBI common

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shares. The issuances of shares waswere accounted for as a capital contributioncontributions by RBI to Partnership. The exchanges of Partnership exchangeable units were recorded as increases to the Class A common units balance within partner’spartners’ capital in our consolidated balance sheet in an amount equal to the market value of the newly issued RBI common shares and a reduction to the Partnership exchangeable units balance within partner’spartners’ capital of our consolidated balance sheet in an amount equal to the cash paid by Partnership, if any, and the market value of the newly issued RBI common shares. Pursuant to the terms of the partnership agreement, upon the exchange of Partnership exchangeable units, each such Partnership exchangeable unit wasis automatically deemed cancelled concurrently with the exchange.
Distribution to RBI to Repurchase RBI Common Shares
During the nine months ended September 30, 2022, Partnership distributed to RBI $326 million to repurchase RBI common shares.
Accumulated Other Comprehensive Income (Loss)
The following table displays the changes in the components of accumulated other comprehensive income (loss) (“AOCI”) (in millions):
DerivativesPensionsForeign Currency TranslationAccumulated Other Comprehensive Income (Loss)
Balance at December 31, 2021$196 $(30)$(1,190)$(1,024)
Foreign currency translation adjustment— — (1,015)(1,015)
Net change in fair value of derivatives, net of tax969 — — 969 
Amounts reclassified to earnings of cash flow hedges, net of tax42 — — 42 
Gain (loss) recognized on other, net of tax— 3 — 3 
Balance at September 30, 2022$1,207 $(27)$(2,205)$(1,025)
19
 Derivatives Pensions Foreign Currency Translation Accumulated Other Comprehensive Income (Loss)
Balances at December 31, 2016$533.1
 $(32.8) $(1,855.7) $(1,355.4)
Foreign currency translation adjustment—
 —
 884.2
 884.2
Net change in fair value of derivatives, net of tax(365.5) —
 —
 (365.5)
Amounts reclassified to earnings of cash flow hedges, net of tax17.9
 —
 —
 17.9
Pension and post-retirement benefit plans, net of tax—
 (0.1) —
 (0.1)
Amortization of prior service (credits) costs, net of tax—
 (1.3) —
 (1.3)
Amortization of actuarial (gains) losses, net of tax—
 1.5
 —
 1.5
Balances at September 30, 2017$185.5
 $(32.7) $(971.5) $(818.7)
The following table displays the reclassifications out of AOCI (in millions):
    Amounts Reclassified from AOCI
  Affected Line Item in the Statement of Operations Three Months Ended
September 30,		 Nine Months Ended
September 30,
Details about AOCI Components  2017 2016 2017 2016
Gains (losses) on cash flow hedges:          
Interest rate derivative contracts Interest expense, net $(8.2) $(5.9) $(23.1) $(15.3)
Forward-currency contracts Cost of sales (1.2) (1.4) (1.1) 1.1
  Total before tax (9.4) (7.3) (24.2) (14.2)
  Income tax (expense) benefit 2.5
 1.9
 6.3
 3.7
  Net of tax $(6.9) $(5.4) $(17.9) $(10.5)
Defined benefit pension:          
Amortization of prior service credits (costs) SG&A (a) $0.7
 $0.7
 $2.1
 $2.2
Amortization of actuarial gains (losses) SG&A (a) (0.3) (0.1) (0.8) (0.3)
  Total before tax 0.4
 0.6
 1.3
 1.9
  Income tax (expense) benefit (0.2) (0.3) (1.5) (0.8)
  Net of tax $0.2
 $0.3
 $(0.2) $1.1
           
Total reclassifications Net of tax $(6.7) $(5.1) $(18.1) $(9.4)

(a)Refers to selling, general and administrative expenses in the condensed consolidated statements of operations.


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Note 12. Partnership Preferred Units
We have 68,530,939 Partnership preferred units issued to RBI. Under the terms of the partnership agreement, Partnership is required to make distributions on the Partnership preferred units (all of which are owned by RBI) that correspond to preferred dividends declared and payable by RBI on the 68,530,939 Class A 9.0% cumulative compounding perpetual voting preferred shares of RBI (“Preferred Shares”) sold by RBI to a subsidiary of Berkshire Hathaway, Inc.
The Preferred Shares may be redeemed at RBI’s option on and after December 12, 2017. After December 12, 2024, holders of not less than a majority of the outstanding Preferred Shares may cause RBI to redeem their Preferred Shares. In either case, the redemption price is $48.109657 per Preferred Share plus accrued and unpaid dividends, plus or minus any unpaid make-whole dividend and any additional dividends (the “redemption price”). The redemption price may be reduced if the make-whole dividend formula described above indicates the after-tax net dividends paid to the holder of the Preferred Shares from the original issue date through the redemption date will exceed the after-tax net dividends that would have been paid if we were a U.S. corporation. Holders of the Preferred Shares also hold a contingently exercisable option to cause RBI to redeem their Preferred Shares at the redemption price in the event of a change of control. In the event the Preferred Shares are redeemed for cash, Partnership is required to make a distribution on the Partnership preferred units in an amount sufficient for RBI to fund the redemption amount.
Note 13.14. Derivative Instruments
Disclosures about Derivative Instruments and Hedging Activities
We enter into derivative instruments for risk management purposes, including derivatives designated as cash flow hedges and derivatives designated as net investment hedges and those utilized as economic hedges. We use derivatives to manage our exposure to fluctuations in interest rates and currency exchange rates.
Interest Rate Swaps
During 2015,At September 30, 2022, we entered into a series ofhad outstanding receive-variable, pay-fixed interest rate swaps with a total notional value of $2,500.0$3,500 million to hedge the variability in the interest payments on a portion of our senior secured term loan facilities (the “Term Loan Facilities”), including any subsequent refinancing or replacement of the Term Loan Facilities, beginning August 31, 2021 through the termination date of October 31, 2028. Additionally, at September 30, 2022, we also had outstanding receive-variable, pay-fixed interest rate swaps with a total notional value of $500 million to hedge the variability in the interest payments on a portion of our Term Loan Facility beginning May 28, 2015,Facilities effective September 30, 2019 through the expirationtermination date of the final swap on March 31, 2021, resetting each March 31.September 30, 2026. At inception, all of these interest rate swaps were designated as cash flow hedges for hedge accounting, and as such, the effective portion ofaccounting. The unrealized changes in market value isare recorded in AOCI, net of tax, and reclassified into earningsinterest expense during the period in which the hedged forecasted transaction affects earnings. Gains and losses from hedge ineffectiveness are recognized in current earnings.
During 2015, we settled certain interest rate swaps and recognized aThe net unrealized loss of $84.6 million in AOCI at the date of settlement. This amount will be reclassified into interest expense, net as the original hedged forecasted transaction affects earnings. The amount of pre-tax lossesgains in connection with these net unrealized gains in AOCI as of September 30, 20172022 that we expect to be reclassified into interest expense within the next 12 months is $12.4$69 million.
Cross-Currency Rate Swaps
To protect the value of our investments in our foreign operations against adverse changes in foreign currency exchange rates, we hedge a portion of our net investment in one or more of our foreign subsidiaries by using cross-currency rate swaps. At September 30, 2017,2022, we had outstanding cross-currency rate swap contracts between the Canadian dollar and U.S. dollar and the Euro and U.S. dollar that have been designated as net investment hedges of a portion of our equity in foreign operations in those currencies. The component of the gains and losses on our net investment in these designated foreign operations driven by changes in foreign exchange rates are economically partly offset by movements in the fair value of our cross currencycross-currency swap contracts. The fair value of the swaps is calculated each period with changes in fair value reported in AOCI, net of tax. Such amounts will remain in AOCI until the complete or substantially complete liquidation of our investment in the underlying foreign operations.
We terminated and settled our previous cross-currency rate swaps in June 2017, with an aggregateAt September 30, 2022, we had U.S. dollar notional valueamount of $5,000.0$5,000 million between the Canadian dollar and U.S. dollar. In connection with this termination, we received $763.5 million which is reflected as a source of cash provided by investing activities in the condensed consolidated statement of cash flows. The unrealized gains totaled $533.4 million, net of tax, as of the termination date and will remain in AOCI until the complete or substantially complete liquidation of our investment in the underlying foreign operations. Additionally, we entered into new fixed-to-fixedoutstanding cross-currency rate swaps to partially hedge the net investment in our Canadian subsidiaries. At inception, these

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cross-currency rate swaps were designated as a hedge and are accounted for as net investment hedges. These swaps aresubsidiaries (the “CAD swaps”). We have contracts to exchange quarterly fixed-rate interest payments we make on the Canadian dollar notional amount of C$6,753.56,754 million for quarterly fixed-rate interest payments we receive on the U.S. dollar notional amount of $5,000.0$5,000 million through the maturity date of June 30, 2023, of which only $2,500 million of notional amount are designated as a hedge and are accounted for as net investment hedges as of September 30, 2022. We also entered into contracts in September 2022 in which we receive quarterly fixed-rate interest payments on the U.S. dollar notional amount of $2,500 million through the maturity date of September 30, 2028, all of which have been designated as a hedge and are accounted for as net investment hedges as of September 30, 2022.
In October 2022, we entered into new cross-currency rate swaps in which we receive quarterly fixed-rate interest payments on the U.S. dollar aggregate notional amount of $2,500 million through the maturity date of September 30, 2028. At inception, these cross-currency rate swaps were designated as hedges and are accounted for as net investment hedges. At all times, we have had $5,000 million of notional amount designated as hedges.
In connection with our CAD swaps entered during September 2022 and October 2022, we de-designated existing hedges of $2,500 million of notional amount in September 2022 and de-designated the remaining $2,500 million of notional amount in October 2022 for hedge accounting. As a result of these de-designations, changes in fair value of these un-designated hedges will be recognized in earnings through the maturity date of June 30, 2023. In makingConcurrently with these de-designations and to offset the changes in fair value recognized in earnings, we entered into off-setting cross-currency rate swaps, with a total notional amount of $5,000 million and a maturity date of June 30, 2023, that were not designated as a hedge for hedge accounting and as such changes we effectively realignedin fair value are recognized in earnings. The balances in AOCI associated with the de-designated $2,500 million CAD swaps in September 2022 and the de-designated $2,500 million CAD swaps in October 2022 will remain in AOCI and will only be reclassified into earnings if and when the net investment in our Canadian dollar hedges to reflect our current cash flow mix and capital structure maturity profile.subsidiaries is sold or substantially sold.
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At September 30, 2017,2022, the fair values of the CAD swaps that were de-designated in September 2022 and October 2022 were included within Prepaids and other current assets and the fair value of the off-setting cross-currency rate swaps was included within Other accrued liabilities as all of these instruments were cash settled in October 2022 for approximately $35 million in net proceeds.
At September 30, 2022, we also had outstanding a cross-currency rate swapswaps in which we pay quarterly fixed-rate interest payments on the Euro notional value of €1,107.8€1,108 million and receive quarterly fixed-rate interest payments on the U.S. dollar notional value of $1,200.0 million through the maturity date of March 31, 2021.$1,200 million. At inception, thisthese cross-currency rate swap wasswaps were designated as a hedge and isare accounted for as a net investment hedge. During 2018, we extended the term of the swaps from March 31, 2021 to the maturity date of February 17, 2024. The extension of the term resulted in a re-designation of the hedge and the swaps continue to be accounted for as a net investment hedge. Additionally, at September 30, 2022, we also had outstanding cross-currency rate swaps in which we receive quarterly fixed-rate interest payments on the U.S. dollar notional value of $400 million, entered during 2018, and $500 million, entered during 2019, through the maturity date of February 17, 2024 and $150 million, entered during 2021, through the maturity date of October 31, 2028. At inception, these cross-currency rate swaps were designated as a hedge and are accounted for as a net investment hedge.
The fixed-to-fixed cross-currency rate swaps hedging Canadian dollar and Euro net investments utilized the forward method of effectiveness assessment prior to March 15, 2018. On March 15, 2018, we de-designated and subsequently re-designated the outstanding fixed to fixed cross-currency rate swaps to prospectively use the spot method of hedge effectiveness assessment. Additionally, as a result of adopting new hedge accounting guidance during 2018, we elected to exclude the interest component (the “Excluded Component”) from the accounting hedge without affecting net investment hedge accounting and elected to amortize the Excluded Component over the life of the derivative instrument. The amortization of the Excluded Component is recognized in Interest expense, net in the condensed consolidated statement of operations. The change in fair value that is not related to the Excluded Component is recorded in AOCI and will be reclassified to earnings when the foreign subsidiaries are sold or substantially liquidated.
Foreign Currency Exchange Contracts
We use foreign exchange derivative instruments to manage the impact of foreign exchange fluctuations on U.S. dollar purchases and payments, such as coffee purchases made by our Canadian Tim Hortons operations. At September 30, 2017,2022, we had outstanding forward currency contracts to manage this risk in which we sell Canadian dollars and buy U.S. dollars with a notional value of $170.0$202 million with maturities to December 2018.November 2023. We have designated these instruments as cash flow hedges, and as such, the effective portion of unrealized changes in market value of effective hedges are recorded in AOCI and are reclassified into earnings during the period in which the hedged forecasted transaction affects earnings. Gains and losses from hedge ineffectiveness are recognized in current earnings.
Credit Risk
By entering into derivative contracts, we are exposed to counterparty credit risk. Counterparty credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is in an asset position, the counterparty has a liability to us, which creates credit risk for us. We attempt to minimize this risk by selecting counterparties with investment grade credit ratings and regularly monitoring our market position with each counterparty.
Credit-Risk Related Contingent Features
Our derivative instruments do not contain any credit-risk related contingent features.


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Quantitative Disclosures about Derivative Instruments and Fair Value Measurements
The following tables present the required quantitative disclosures for our derivative instruments, including their estimated fair values (all estimated using Level 2 inputs) and their location on our condensed consolidated balance sheets (in millions):

Gain or (Loss) Recognized in Other Comprehensive Income (Loss)
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Derivatives designated as cash flow hedges(1)
Interest rate swaps$191 $15 $521 $100 
Forward-currency contracts$14 $2 $18 $— 
Derivatives designated as net investment hedges
Cross-currency rate swaps$471 $174 $675 $91 
(1) We did not exclude any components from the cash flow hedge relationships presented in this table.
Location of Gain or (Loss) Reclassified from AOCI into EarningsGain or (Loss) Reclassified from
AOCI into Earnings
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Derivatives designated as cash flow hedges
Interest rate swapsInterest expense, net$(8)$(31)$(60)$(92)
Forward-currency contractsCost of sales$1 $(2)$3 $(6)
Location of Gain or (Loss) Recognized in EarningsGain or (Loss) Recognized in Earnings
(Amount Excluded from Effectiveness Testing)
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Derivatives designated as net investment hedges
Cross-currency rate swapsInterest expense, net$17 $11 $40 $34 
22
 Gain (Loss) Recognized in Other Comprehensive Income (Loss) (Effective Portion)
 Three Months Ended
September 30,		 Nine Months Ended
September 30,
 2017 2016 2017 2016
Derivatives designated as cash flow hedges       
Forward-starting interest rate swaps$(0.1) $1.0
 $(20.5) $(71.6)
Forward-currency contracts$(5.2) $2.1
 $(10.7) $(7.7)
Derivatives designated as net investment hedges       
Cross-currency rate swaps$(171.5) $20.1
 $(349.8) $(199.6)

Classification on Condensed Consolidated Statements of OperationsGain (Loss) Reclassified from AOCI into Earnings
 Three Months Ended
September 30,		 Nine Months Ended
September 30,
 2017 2016 2017 2016
Interest expense, net$(8.2) $(5.9) $(23.1) $(15.3)
Cost of sales$(1.2) $(1.4) $(1.1) $1.1

 Fair Value as of    
 September 30, 2017 December 31, 2016 Balance Sheet Location
Assets:     
Derivatives designated as cash flow hedges     
Foreign currency$0.4
 $2.8
 Prepaids and other current assets
Derivatives designated as net investment hedges     
Foreign currency—
 717.9
 Derivative assets
Total assets at fair value$0.4
 $720.7
  
      
Liabilities:     
Derivatives designated as cash flow hedges     
Interest rate$61.8
 $55.1
 Other liabilities, net
Foreign currency8.6
 1.1
 Other accrued liabilities
Derivatives designated as net investment hedges     
Foreign currency417.4
 —
 Other liabilities, net
Total liabilities at fair value$487.8
 $56.2
  

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Fair Value as of
September 30,
2022		December 31, 2021Balance Sheet Location
Assets:
Derivatives designated as cash flow hedges
Interest rate$314 $— Other assets, net
Foreign currency16 2 Prepaids and other current assets
Derivatives designated as net investment hedges
Foreign currency261 23 Other assets, net
Foreign currency56 $— Prepaids and other current assets
Derivatives not designated as hedging instruments
Foreign currency56 — Prepaids and other current assets
Total assets at fair value$703 $25 
Liabilities:
Derivatives designated as cash flow hedges
Interest rate$— $220 Other liabilities, net
Derivatives designated as net investment hedges
Foreign currency— 355 Other liabilities, net
Derivatives not designated as hedging instruments
Foreign currency30 — Other accrued liabilities
Total liabilities at fair value$30 $575 
Note 14. Franchise and Property Revenues
Franchise and property revenues consist of the following (in millions):
 Three Months Ended
September 30,		 Nine Months Ended
September 30,
 2017 2016 2017 2016
Franchise royalties$332.8
 $261.1
 $883.5
 $738.7
Property revenues204.1
 194.6
 568.4
 563.9
Franchise fees and other revenue40.1
 33.6
 105.9
 96.3
    Franchise and property revenues$577.0
 $489.3
 $1,557.8
 $1,398.9
Note 15. Other Operating Expenses (Income), net
Other operating expenses (income), net consist of the following (in millions):
Three Months Ended
September 30,		 Nine Months Ended
September 30,		Three Months Ended September 30,Nine Months Ended September 30,
2017 2016 2017 20162022202120222021
Net losses (gains) on disposal of assets, restaurant closures, and refranchisings$3.4
 $3.3
 $14.9
 $19.6
Net losses (gains) on disposal of assets, restaurant closures, and refranchisings$1 $2 $2 $1 
Litigation settlements and reserves, net0.6
 0.4
 1.7
 2.0
Litigation settlements (gains) and reserves, netLitigation settlements (gains) and reserves, net— 4 3 7 
Net losses (gains) on foreign exchange17.7
 4.1
 64.9
 16.1
Net losses (gains) on foreign exchange(30)(23)(82)(58)
Other, net(0.2) 0.9
 0.6
 0.5
Other, net2 1 9 — 
Other operating expenses (income), net$21.5
 $8.7
 $82.1
 $38.2
 Other operating expenses (income), net$(27)$(16)$(68)$(50)
Net losses (gains) on disposal of assets, restaurant closures, and refranchisings represent sales of properties and other costs related to restaurant closures and refranchisings. Gains and losses recognized in the current period may reflect certain costs related to closures and refranchisings that occurred in previous periods.
Net losses (gains) on foreign exchange is primarily related to revaluation of foreign denominated assets and liabilities.liabilities, primarily those denominated in Euros and Canadian dollars.
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Note 16. Commitments and Contingencies
Litigation
From time to time, we are involved in legal proceedings arising in the ordinary course of business relating to matters including, but not limited to, disputes with franchisees, suppliers, employees and customers, as well as disputes over our intellectual property.
On June 19, 2017,October 5, 2018, a claimclass action complaint was filed against Burger King Worldwide, Inc. (“BKW”) and Burger King Corporation (“BKC”) in the Ontario SuperiorU.S. District Court for the Southern District of Justice. The plaintiff, a franchisee of two Tim Hortons restaurants, seeks to certify a classFlorida by Jarvis Arrington, individually and on behalf of all persons whoothers similarly situated. On October 18, 2018, a second class action complaint was filed against RBI, BKW and BKC in the U.S. District Court for the Southern District of Florida by Monique Michel, individually and on behalf of all others similarly situated. On October 31, 2018, a third class action complaint was filed against BKC and BKW in the U.S. District Court for the Southern District of Florida by Geneva Blanchard and Tiffany Miller, individually and on behalf of all others similarly situated. On November 2, 2018, a fourth class action complaint was filed against RBI, BKW and BKC in the U.S. District Court for the Southern District of Florida by Sandra Muster, individually and on behalf of all others similarly situated. These complaints have carried on business as a Tim Hortons franchisee in Canada at any time after December 15, 2014. The claim alleges various causes of action againstbeen consolidated and allege that the defendants violated Section 1 of the Sherman Act by incorporating an employee no-solicitation and no-hiring clause in relationthe standard form franchise agreement all Burger King franchisees are required to the purported misuse of amounts paid bysign. Each plaintiff seeks injunctive relief and damages for himself or herself and other members of the proposed classclass. On March 24, 2020, the Court granted BKC’s motion to dismiss for failure to state a claim and on April 20, 2020 the plaintiffs filed a motion for leave to amend their complaint. On April 27, 2020, BKC filed a motion opposing the motion for leave to amend. The court denied the plaintiffs motion for leave to amend their complaint in August 2020 and the plaintiffs appealed this ruling. In August 2022, the federal appellate court reversed the lower court's decision to dismiss the case and remanded the case to the Tim Hortons Canada advertising fund (the “Ad Fund”). The plaintiff seeks to have the Ad Fund franchisee contributions held in trustlower court for the benefit of members of the proposed class, an accounting of the Ad Fund, as well as damages for breach of contract, breach of trust, breach of the statutory duty of fair dealing, and breach of fiduciary duties.further proceedings. While we currently believe thethese claims are without merit, and we intend to vigorously defend against this lawsuit, we are unable to predict the ultimate outcome of this case or estimate the range of possible loss, if any.
On October 6, 2017,June 30, 2020, a class action complaint was filed against RBI, Partnership and The TDL Group Corp. in the Quebec Superior Court by Steve Holcman, individually and on behalf of all Quebec residents who downloaded the Tim Hortons mobile application. On July 2, 2020, a Notice of Action related to a second class action complaint was filed against RBI, in the Ontario Superior Court by Ashley Sitko and Ashley Cadeau, individually and on behalf of all Canadian residents who downloaded the Tim Hortons mobile application. On August 31, 2020, a notice of claim was filed against RBI in the Supreme Court of British Columbia by Wai Lam Jacky Law on behalf of all persons in Canada who downloaded the Tim Hortons mobile application or the Burger King mobile application. On September 30, 2020, a notice of action was filed against RBI, Partnership, The TDL Group Corp., BKW and Popeyes Louisiana Kitchen, Inc. in the Ontario Superior Court of Justice.Justice by William Jung on behalf of a to be determined class. All of the complaints allege that the defendants violated the plaintiff’s privacy rights, the Personal Information Protection and Electronic Documents Act, consumer protection and competition laws or app-based undertakings to users, in each case in connection with the collection of geolocation data through the Tim Hortons mobile application, and in certain cases, the Burger King and Popeyes mobile applications. Each plaintiff seeks injunctive relief and monetary damages for himself or herself and other members of the class. The parties have reached a national settlement of all cases, subject to court approval, pursuant to which The TDL Group Corp. will provide each member of the class one hot beverage and one baked good and will pay plaintiffs legal fees, in an amount which we believe will be immaterial. On September 22, 2022, the Quebec Court issued a judgment approving the settlement in the Holcman case. The British Columbia Courts have dismissed the Law case and the settlement will be effective upon the Ontario Courts dismissing or permanently staying the Sitko and Jung actions.
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On October 26, 2020, City of Warwick Municipal Employees Pension Fund, a purported stockholder of RBI, individually and putatively on behalf of all other stockholders similarly situated, filed a lawsuit in the Supreme Court of the State of New York County of New York naming RBI and certain of its officers, directors and shareholders as defendants alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, as amended, in connection with certain offerings of securities by an affiliate in August and September 2019. The complaint alleges that the shelf registration statement used in connection with such offering contained certain false and/or misleading statements or omissions. The complaint seeks, among other relief, class certification of the lawsuit, unspecified compensatory damages, rescission, pre-judgement and post-judgement interest, costs and expenses. On December 18, 2020 the plaintiffs filed an amended complaint and on February 16, 2021 RBI filed a motion to dismiss the complaint. The plaintiffs two franchisees of Tim Hortons restaurants, seek to certifyfiled a class of all persons who have carried on business as a Tim Hortons franchisee at any time after March 8, 2017. The claim alleges various causes of action against the defendantsbrief in relationopposition to the purported adverse treatment of membermotion on April 19, 2021 and potential member franchiseesRBI filed a reply in May 2021. The motion to dismiss was heard in April 2022 and the motion to dismiss was denied in May 2022. On June 6, 2022, we filed an answer to the complaint and on July 8, 2022, we filed an appeal of the Great White North Franchisee Association. The plaintiffs seek damages for, among other things, breach of contract, breachdenial of the statutory duty of fair dealing,motion to dismiss. Oral arguments were heard on the appeal in September 2022 and breach of the franchisees’ statutory right of association.parties await a ruling on the appeal. We intend to vigorously defend. While we believe thethese claims are without merit, and we intend to vigorously defend against this lawsuit, we are unable to predict the ultimate outcome of this case or estimate the range of possible loss, if any.

In April 2022, BKC was served with two separate purported class action complaints relating to per- and polyfluoroalkyl (“PFAS”) in packaging. Hussain vs. BKC was filed on April 13, 2022 in the U.S. District Court for the Northern District of California, and Cooper v. BKC was filed on April 14, 2022 in the U.S. District Court for the Southern District of Florida. Both complaints allege that certain food products sold by BKC are not safe for human consumption due to the packaging containing allegedly unsafe PFAS and that consumers were misled by the labelling, marketing and packaging claims asserted by BKC regarding the safety and sustainability of the packaging and are seeking compensatory, statutory and punitive damages, injunctive relief, corrective action, and attorneys’ fees. Hussain voluntarily dismissed the case on August 22, 2022. In June 2022, Cooper voluntarily dismissed the case and then refiled their complaint in state court only on behalf of Florida consumers. We filed a motion to dismiss on October 17, 2022. While we currently believe this claim is without merit, we are unable to predict the ultimate outcome of this case or estimate the range of possible loss, if any.
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Other Disputes
TableIn early 2022, we entered into negotiations to resolve business disputes that arose during 2021 with counterparties to the master franchise agreements for Burger King and Popeyes in China. Based on these discussions, we have paid approximately $100 million, $72 million of Contentswhich was recorded as Litigation settlements and reserves, net in 2021. The majority of this amount relates to Popeyes, resolves our disputes and allows us to move forward in the market with a new master franchisee. Additionally, pursuant to this agreement we and our partner have made equity contributions to the Burger King business in China.


Note 17. Segment Reporting
As stated in Note 1, Description of Business and Organization, we manage threefour brands. Under the Tim Hortons brand, we operate in the donut/coffee/tea category of the quick service segment of the restaurant industry. Under the Burger King brand, we operate in the fast food hamburger restaurant category of the quick service segment of the restaurant industry. Under the Popeyes brand, we operate in the chicken category of the quick service segment of the restaurant industry. We generateUnder the Firehouse Subs brand, we operate in the specialty subs category of the quick service segment of the restaurant industry. Our business generates revenue from fourthe following sources: (i) franchise and advertising revenues and other services, consisting primarily of royalties and advertising fund contributions based on a percentage of sales reported by franchise restaurants and franchise fees paid by franchisees; (ii) property revenues from properties we lease or sublease to franchisees; and (iii) sales at restaurants owned by us (“Company restaurants”). In addition, our TH business generates revenue from sales to franchisees related to our supply chain operations, including manufacturing, procurement, warehousing and distribution, as well as sales to retailers; (ii) franchise revenues, consisting primarily of royalties based on a percentage of sales reported by franchise restaurants and franchise fees paid by franchisees; (iii) property revenues from properties we lease or sublease to franchisees; and (iv) sales at Company restaurants.
Each brand is managed by a brand president that reports directly to our Chief Executive Officer, who is our Chief Operating Decision Maker. Therefore, we have three operating segments: (1) TH, which includes all operationsretailers. We manage each of our Tim Hortons brand, (2) BK, which includes all operationsbrands as an operating segment and each operating segment represents a reportable segment.

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Table of our Burger King brand, and (3) PLK, which includes all operations of our Popeyes brand. Our three operating segments represent our reportable segments.Contents
The following table presentstables present revenues, by segment and by country (in millions):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2022202120222021
Revenues by operating segment:
     TH$1,033 $885 $2,830 $2,426 
     BK491 467 1,407 1,333 
     PLK164 143 477 434 
     FHS38 — 102 — 
Total revenues$1,726 $1,495 $4,816 $4,193 
 Three Months Ended
September 30,		 Nine Months Ended
September 30,
 2017 2016 2017 2016
Revenues by operating segment:       
     TH$827.0
 $789.9
 $2,332.9
 $2,207.5
     BK313.6
 285.8
 874.3
 826.9
     PLK68.0
 —
 134.7
 —
Total revenues$1,208.6
 $1,075.7
 $3,341.9
 $3,034.4
        
Revenues by country (a):       
     Canada$748.7
 $708.8
 $2,093.6
 $1,973.0
     United States310.5
 249.2
 856.1
 725.0
     Other149.4
 117.7
 392.2
 336.4
Total revenues$1,208.6
 $1,075.7
 $3,341.9
 $3,034.4
(a)Only Canada and the United States represented 10% or more of our total revenues in each period presented.


Three Months Ended
September 30,		Nine Months Ended
September 30,
2022202120222021
Revenues by country (a):
     Canada$940 $808 $2,565 $2,200 
     United States587 500 1,679 1,493 
     Other199 187 572 500 
Total revenues$1,726 $1,495 $4,816 $4,193 
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Table(a)Only Canada and the United States represented 10% or more of Contentsour total revenues in each period presented.



Our measure of segment income is Adjusted EBITDA. Adjusted EBITDA represents earnings (net income or loss) before interest expense, net, (gain) loss on early extinguishment of debt, income tax (benefit) expense, and depreciation and amortization, adjusted to exclude (i) the non-cash impact of share-based compensation and non-cash incentive compensation expense, and(ii) (income) loss from equity method investments, net of cash distributions received from equity method investments, as well as(iii) other operating expenses (income), net. Other specifically identified costs associated withnet and, (iv) income/expenses from non-recurring projects are also excludedand non-operating activities. For the periods referenced, income/expenses from Adjusted EBITDA, includingnon-recurring projects and non-operating activities included (i) non-recurring fees and expenses associatedexpense incurred in connection with the PopeyesFirehouse Acquisition ("PLK Transaction costs"),consisting of professional fees, compensation-related expenses and integration costs (“FHS Transaction costs”); and (ii) costs from professional advisory and consulting services associated with the acquisitioncertain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movements, including services related to significant tax reform legislation, regulations and related restructuring initiatives (“Corporate restructuring and tax advisory fees”).


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Table of Tim Hortons. Contents
Adjusted EBITDA is used by management to measure operating performance of the business, excluding these non-cash and other specifically identified items that management believes are not relevant to management’s assessment of our operating performance or the performance of an acquired business.performance. A reconciliation of segment income to net income (loss) consists of the following (in millions).:

Three Months Ended
September 30,		Nine Months Ended
September 30,
2022202120222021
Segment income:
     TH$305 $278 $810 $738 
     BK262 272 761 755 
     PLK62 57 179 171 
     FHS13 — 40 — 
          Adjusted EBITDA642 607 1,790 1,664 
Share-based compensation and non-cash incentive compensation expense34 25 93 71 
FHS Transaction costs3 — 8 — 
Corporate restructuring and tax advisory fees12 4 21 8 
Impact of equity method investments (a)13 11 41 22 
Other operating expenses (income), net(27)(16)(68)(50)
          EBITDA607 583 1,695 1,613 
Depreciation and amortization46 50 143 150 
          Income from operations561 533 1,552 1,463 
Interest expense, net133 128 389 378 
Loss on early extinguishment of debt— 11 — 11 
Income tax expense (benefit)(102)65 17 83 
          Net income$530 $329 $1,146 $991 
(a)Represents (i) (income) loss from equity method investments and (ii) cash distributions received from our equity method investments. Cash distributions received from our equity method investments are included in segment income.
 Three Months Ended
September 30,		 Nine Months Ended
September 30,
 2017 2016 2017 2016
Segment income:       
     TH$294.4
 $287.1
 $831.7
 $793.9
     BK233.9
 201.8
 637.8
 581.9
     PLK36.8
 —
 70.0
 —
          Adjusted EBITDA565.1
 488.9
 1,539.5
 1,375.8
Share-based compensation and non-cash incentive compensation expense12.5
 11.8
 42.9
 31.0
PLK Transaction costs6.9
 —
 49.8
 —
Integration costs—
 4.4
 —
 10.4
Impact of equity method investments (a)(1.3) 0.3
 (0.1) (7.6)
Other operating expenses (income), net21.5
 8.7
 82.1
 38.2
          EBITDA525.5
 463.7
 1,364.8
 1,303.8
Depreciation and amortization46.2
 43.2
 134.9
 128.7
          Income from operations479.3
 420.5
 1,229.9
 1,175.1
Interest expense, net136.0
 117.3
 375.4
 349.6
Loss on early extinguishment of debt58.2
 —
 78.6
 —
Income tax expense38.3
 64.6
 119.0
 171.0
          Net income$246.8
 $238.6
 $656.9
 $654.5
(a)Represents (i) (income) loss from equity method investments and (ii) cash distributions received from our equity method investments. Cash distributions received from our equity method investments are included in segment income.

24
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Note 18. Supplemental Financial Information
On February 17, 2017, 1011778 B.C. Unlimited Liability Company (the “Parent Issuer”) and New Red Finance Inc. (the “Co-Issuer” and together with the Parent Issuer, the “Issuers”) entered into an amended credit agreement, as amended from time to time, that provides for obligations under the Credit Facilities. On August 28, 2017, theThe Issuers entered into the 2017 5.00%3.875% First Lien Senior Notes Indenture with respect to the 2017 5.00%3.875% First Lien Senior Notes. On May 17, 2017, theNotes due 2028. The Issuers entered into the 2017 4.25%3.500% First Lien Senior Notes Indenture with respect to the 2017 4.25%3.500% First Lien Senior Notes. On May 22, 2015, theNotes due 2029. The Issuers entered into the 2015 4.625%5.750% First Lien Senior Notes Indenture with respect to the 2015 4.625%5.750% First Lien Senior Notes. On October 8, 2014, theNotes due 2025. The Issuers entered into the 2014 6.00%4.375% Second Lien Senior Notes Indenture with respect to the 2014 6.00%4.375% Second Lien Senior Notes.Notes due 2028. The Issuers entered into the 4.000% Second Lien Senior Notes Indenture with respect to the 4.000% Second Lien Senior Notes due 2030.
The agreement governing our Credit Facilities, the 2017 5.00% Senior Notes Indenture, 2017 4.25%3.875% First Lien Senior Notes Indenture, the 2015 4.625%3.500% First Lien Senior Notes Indenture, the 5.750% First Lien Senior Notes Indenture, the 4.375% Second Lien Senior Notes Indenture and the 2014 6.00%4.000% Second Lien Senior Notes Indenture allow the financial reporting obligation of the Parent Issuer to be satisfied through the reporting of Partnership’s consolidated financial information, provided that the consolidated financial information of the Parent Issuer and its restricted subsidiaries is presented on a standalone basis.
The following represents the condensed consolidating financial information for the Parent Issuer and its restricted subsidiaries (“Consolidated Borrowers”) on a consolidated basis, together with eliminations, as of and for the periods indicated. The condensed consolidating financial information of Partnership is combined with the financial information of its wholly-owned subsidiaries that are also parent entities of the Parent Issuer and presented in a single column under the heading “RBILP”. The consolidating financial information may not necessarily be indicative of the financial position, results of operations or cash flows had the Issuers and Partnership operated as independent entities.


25
27
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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES
Condensed Consolidating Balance Sheets
(In millions of U.S. dollars)
As of September 30, 20172022
 Consolidated BorrowersRBILPEliminationsConsolidated
ASSETS
Current assets:
Cash and cash equivalents$946 $— $— $946 
Accounts and notes receivable, net598 — — 598 
Inventories, net129 — — 129 
Prepaids and other current assets251 — — 251 
Total current assets1,924 — — 1,924 
Property and equipment, net1,913 — — 1,913 
Operating lease assets, net1,056 — — 1,056 
Intangible assets, net10,831 — — 10,831 
Goodwill5,605 — — 5,605 
Net investment in property leased to franchisees83 — — 83 
Intercompany receivable— 243 (243)— 
Investment in subsidiaries— 4,039 (4,039)— 
Other assets, net1,145 — — 1,145 
Total assets$22,557 $4,282 $(4,282)$22,557 
LIABILITIES AND EQUITY
Current liabilities:
Accounts and drafts payable$696 $— $— $696 
Other accrued liabilities716 243 — 959 
Gift card liability148 — — 148 
Current portion of long-term debt and finance leases117 — — 117 
Total current liabilities1,677 243 — 1,920 
Long-term debt, net of current portion12,853 — — 12,853 
Finance leases, net of current portion310 — — 310 
Operating lease liabilities, net of current portion1,003 — — 1,003 
Other liabilities, net1,044 — — 1,044 
Payables to affiliates243 — (243)— 
Deferred income taxes, net1,388 — — 1,388 
Total liabilities18,518 243 (243)18,518 
Partners’ capital:
Class A common units— 8,570 — 8,570 
Partnership exchangeable units— (3,508)— (3,508)
Common shares2,410 — (2,410)— 
Retained earnings2,652 — (2,652)— 
Accumulated other comprehensive income (loss)(1,025)(1,025)1,025 (1,025)
Total Partners' capital/shareholders' equity4,037 4,037 (4,037)4,037 
Noncontrolling interests2 2 (2)2 
Total equity4,039 4,039 (4,039)4,039 
Total liabilities and equity$22,557 $4,282 $(4,282)$22,557 
28
 Consolidated Borrowers RBILP Eliminations Consolidated
ASSETS       
Current assets:       
Cash and cash equivalents$3,547.2
 $—
 $—
 $3,547.2
Accounts and notes receivable, net421.9
 —
 —
 421.9
Inventories, net91.9
 —
 —
 91.9
Advertising fund restricted assets110.8
 —
 —
 110.8
Prepaids and other current assets108.1
 —
 —
 108.1
Total current assets4,279.9
 —
 —
 4,279.9
        
Property and equipment, net2,158.2
 —
 —
 2,158.2
Intangible assets, net11,121.8
 —
 —
 11,121.8
Goodwill5,810.3
 —
 —
 5,810.3
Net investment in property leased to franchisees76.1
 —
 —
 76.1
Intercompany receivable—
 160.3
 (160.3) —
Investment in subsidiaries—
 7,573.6
 (7,573.6) —
Other assets, net481.6
 —
 —
 481.6
Total assets$23,927.9
 $7,733.9
 $(7,733.9) $23,927.9
        
LIABILITIES, PREFERRED UNITS AND EQUITY       
Current liabilities:       
Accounts and drafts payable$365.2
 $—
 $—
 $365.2
Other accrued liabilities370.3
 160.3
 —
 530.6
Gift card liability130.3
 —
 —
 130.3
Advertising fund liabilities154.1
 —
 —
 154.1
Current portion of long term debt and capital leases77.5
 —
 —
 77.5
Total current liabilities1,097.4
 160.3
 —
 1,257.7
        
Term debt, net of current portion11,303.6
 —
 —
 11,303.6
Capital leases, net of current portion238.7
 —
 —
 238.7
Other liabilities, net1,354.0
 —
 —
 1,354.0
Payables to affiliates160.3
 —
 (160.3) —
Deferred income taxes, net2,200.3
 —
 —
 2,200.3
Total liabilities16,354.3
 160.3
 (160.3) 16,354.3
        
Partnership preferred units—
 3,297.0
 —
 3,297.0
        
Partners’ capital:       
Class A common units—
 3,530.7
 —
 3,530.7
Partnership exchangeable units—
 1,560.9
 —
 1,560.9
Common shares6,887.6
 —
 (6,887.6) —
Retained Earnings1,501.0
 —
 (1,501.0) —
Accumulated other comprehensive income (loss)(818.7) (818.7) 818.7
 (818.7)
Total Partners' capital/shareholders' equity7,569.9
 4,272.9
 (7,569.9) 4,272.9
Noncontrolling interests3.7
 3.7
 (3.7) 3.7
Total equity7,573.6
 4,276.6
 (7,573.6) 4,276.6
Total liabilities, Partnership preferred units and equity$23,927.9
 $7,733.9
 $(7,733.9) $23,927.9

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES
Condensed Consolidating Balance Sheets
(In millions of U.S. dollars)
As of December 31, 20162021
 Consolidated BorrowersRBILPEliminationsConsolidated
ASSETS
Current assets:
Cash and cash equivalents$1,087 $— $— $1,087 
Accounts and notes receivable, net547 — — 547 
Inventories, net96 — — 96 
Prepaids and other current assets86 — — 86 
Total current assets1,816 — — 1,816 
Property and equipment, net2,035 — — 2,035 
Operating lease assets. net1,130 — — 1,130 
Intangible assets, net11,417 — — 11,417 
Goodwill6,006 — — 6,006 
Net investment in property leased to franchisees80 — — 80 
Intercompany receivable— 241 (241)— 
Investment in subsidiaries— 3,853 (3,853)— 
Other assets, net762 — — 762 
Total assets$23,246 $4,094 $(4,094)$23,246 
LIABILITIES AND EQUITY
Current liabilities:
Accounts and drafts payable$614 $— $— $614 
Other accrued liabilities706 241 — 947 
Gift card liability221 — — 221 
Current portion of long-term debt and finance leases96 — — 96 
Total current liabilities1,637 241 — 1,878 
Long-term debt, net of current portion12,916 — — 12,916 
Finance leases, net of current portion333 — — 333 
Operating lease liabilities, net of current portion1,070 — — 1,070 
Other liabilities, net1,822 — — 1,822 
Payables to affiliates241 — (241)— 
Deferred income taxes, net1,374 — — 1,374 
Total liabilities19,393 241 (241)19,393 
Partners’ capital:
Class A common units— 8,421 — 8,421 
Partnership exchangeable units— (3,547)— (3,547)
Common shares2,635 — (2,635)— 
Retained earnings2,239 — (2,239)— 
Accumulated other comprehensive income (loss)(1,024)(1,024)1,024 (1,024)
Total Partners' capital/shareholders' equity3,850 3,850 (3,850)3,850 
Noncontrolling interests3 3 (3)3 
Total equity3,853 3,853 (3,853)3,853 
Total liabilities and equity$23,246 $4,094 $(4,094)$23,246 
29
 Consolidated Borrowers RBILP Eliminations Consolidated
ASSETS       
Current assets:       
Cash and cash equivalents$1,420.4
 $—
 $—
 $1,420.4
Accounts and notes receivable, net403.5
 —
 —
 403.5
Inventories, net71.8
 —
 —
 71.8
Advertising fund restricted assets57.7
 —
 —
 57.7
Prepaids and other current assets103.6
 —
 —
 103.6
Total current assets2,057.0
 —
 —
 2,057.0
        
Property and equipment, net2,054.7
 —
 —
 2,054.7
Intangible assets, net9,228.0
 —
 —
 9,228.0
Goodwill4,675.1
 —
 —
 4,675.1
Net investment in property leased to franchisees91.9
 —
 —
 91.9
Derivative assets717.9
 —
 —
 717.9
Intercompany receivable—
 146.1
 (146.1) —
Investment in subsidiaries—
 6,786.0
 (6,786.0) —
Other assets, net300.7
 —
 —
 300.7
Total assets$19,125.3
 $6,932.1
 $(6,932.1) $19,125.3
        
LIABILITIES, PREFERRED UNITS AND EQUITY       
Current liabilities:       
Accounts and drafts payable$369.8
 $—
 $—
 $369.8
Other accrued liabilities323.2
 146.1
 —
 469.3
Gift card liability194.4
 —
 —
 194.4
Advertising fund liabilities83.3
 —
 —
 83.3
Current portion of long term debt and capital leases93.9
 —
 —
 93.9
Total current liabilities1,064.6
 146.1
 —
 1,210.7
        
Term debt, net of current portion8,410.2
 —
 —
 8,410.2
Capital leases, net of current portion218.4
 —
 —
 218.4
Other liabilities, net784.9
 —
 —
 784.9
Payables to affiliates146.1
 —
 (146.1) —
Deferred income taxes, net1,715.1
 —
 —
 1,715.1
Total liabilities12,339.3
 146.1
 (146.1) 12,339.3
        
Partnership preferred units—
 3,297.0
 —
 3,297.0
        
Partners’ capital:       
Class A common units—
 3,364.1
 —
 3,364.1
Partnership exchangeable units—
 1,476.2
 —
 1,476.2
Common shares6,825.8
 —
 (6,825.8) —
Retained Earnings1,311.5
 —
 (1,311.5) —
Accumulated other comprehensive income (loss)(1,355.4) (1,355.4) 1,355.4
 (1,355.4)
Total Partners' capital/shareholders' equity6,781.9
 3,484.9
 (6,781.9) 3,484.9
Noncontrolling interests4.1
 4.1
 (4.1) 4.1
Total equity6,786.0
 3,489.0
 (6,786.0) 3,489.0
Total liabilities, Partnership preferred units and equity$19,125.3
 $6,932.1
 $(6,932.1) $19,125.3

27
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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES
Condensed Consolidating Statements of Operations
(In millions of U.S. dollars)

Three Months Ended September 30, 20172022
Consolidated BorrowersRBILPEliminationsConsolidated
Revenues:
Sales$759 $— $— $759 
Franchise and property revenues698 — — 698 
Advertising revenues and other services269 — — 269 
Total revenues1,726 — — 1,726 
Operating costs and expenses:
Cost of sales615 — — 615 
Franchise and property expenses137 — — 137 
Advertising expenses and other services276 — — 276 
General and administrative expenses156 — — 156 
(Income) loss from equity method investments8 — — 8 
Other operating expenses (income), net(27)— — (27)
Total operating costs and expenses1,165 — — 1,165 
Income from operations561 — — 561 
Interest expense, net133 — — 133 
Income before income taxes428 — — 428 
Income tax expense (benefit)(102)— — (102)
Net income530 — — 530 
Equity in earnings of consolidated subsidiaries— 530 (530)— 
Net income (loss)530 530 (530)530 
Net income (loss) attributable to noncontrolling interests1 1 (1)1 
Net income (loss) attributable to common unitholders$529 $529 $(529)$529 
Comprehensive income (loss)$343 $343 $(343)$343 


30
 Consolidated Borrowers RBILP Eliminations Consolidated
Revenues:       
Sales$631.6
 $—
 $—
 $631.6
Franchise and property revenues577.0
 —
 —
 577.0
Total revenues1,208.6
 —
 —
 1,208.6
Operating costs and expenses:       
Cost of sales493.3
 —
 —
 493.3
Franchise and property expenses118.5
 —
 —
 118.5
Selling, general and administrative expenses100.1
 —
 —
 100.1
(Income) loss from equity method investments(4.1) —
 —
 (4.1)
Other operating expenses (income), net21.5
 —
 —
 21.5
Total operating costs and expenses729.3
 —
 —
 729.3
Income from operations479.3
 —
 —
 479.3
Interest expense, net136.0
 —
 —
 136.0
Loss on early extinguishment of debt58.2
 —
 —
 58.2
Income before income taxes285.1
 —
 —
 285.1
Income tax expense38.3
 —
 —
 38.3
Net income246.8
 —
 —
 246.8
Equity in earnings of consolidated subsidiaries—
 246.8
 (246.8) —
Net income (loss)246.8
 246.8
 (246.8) 246.8
Net income (loss) attributable to noncontrolling interests0.3
 0.3
 (0.3) 0.3
Partnership preferred unit distributions—
 67.5
 —
 67.5
Net income (loss) attributable to common unitholders$246.5
 $179.0
 $(246.5) $179.0
Comprehensive income (loss)$546.5
 $546.5
 $(546.5) $546.5

28
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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES
Condensed Consolidating Statements of Operations
(In millions of U.S. dollars)

Nine Months Ended September 30, 20172022
Consolidated BorrowersRBILPEliminationsConsolidated
Revenues:
Sales$2,076 $— $— $2,076 
Franchise and property revenues1,989 — — 1,989 
Advertising revenues and other services751 — — 751 
Total revenues4,816 — — 4,816 
Operating costs and expenses:
Cost of sales1,693 — — 1,693 
Franchise and property expenses392 — — 392 
Advertising expenses and other services782 — — 782 
General and administrative expenses435 — — 435 
(Income) loss from equity method investments30 — — 30 
Other operating expenses (income), net(68)— — (68)
Total operating costs and expenses3,264 — — 3,264 
Income from operations1,552 — — 1,552 
Interest expense, net389 — — 389 
Income before income taxes1,163 — — 1,163 
Income tax expense (benefit)17 — — 17 
Net income1,146 — — 1,146 
Equity in earnings of consolidated subsidiaries— 1,146 (1,146)— 
Net income (loss)1,146 1,146 (1,146)1,146 
Net income (loss) attributable to noncontrolling interests3 3 (3)3 
Net income (loss) attributable to common unitholders$1,143 $1,143 $(1,143)$1,143 
Comprehensive income (loss)$1,145 $1,145 $(1,145)$1,145 






31
 Consolidated Borrowers RBILP Eliminations Consolidated
Revenues:       
Sales$1,784.1
 $—
 $—
 $1,784.1
Franchise and property revenues1,557.8
 —
 —
 1,557.8
Total revenues3,341.9
 —
 —
 3,341.9
Operating costs and expenses:       
Cost of sales1,376.9
 —
 —
 1,376.9
Franchise and property expenses343.2
 —
 —
 343.2
Selling, general and administrative expenses318.7
 —
 —
 318.7
(Income) loss from equity method investments(8.9) —
 —
 (8.9)
Other operating expenses (income), net82.1
 —
 —
 82.1
Total operating costs and expenses2,112.0
 —
 —
 2,112.0
Income from operations1,229.9
 —
 —
 1,229.9
Interest expense, net375.4
 —
 —
 375.4
Loss on early extinguishment of debt78.6
 —
 —
 78.6
Income before income taxes775.9
 —
 —
 775.9
Income tax expense119.0
 —
 —
 119.0
Net income656.9
 —
 —
 656.9
Equity in earnings of consolidated subsidiaries—
 656.9
 (656.9) —
Net income (loss)656.9
 656.9
 (656.9) 656.9
Net income (loss) attributable to noncontrolling interests1.1
 1.1
 (1.1) 1.1
Partnership preferred unit distributions—
 202.5
 —
 202.5
Net income (loss) attributable to common unitholders$655.8
 $453.3
 $(655.8) $453.3
Comprehensive income (loss)$1,193.6
 $1,193.6
 $(1,193.6) $1,193.6


29


RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES
Condensed Consolidating Statements of Operations
(In millions of U.S. dollars)

Three Months Ended September 30, 20162021
Consolidated BorrowersRBILPEliminationsConsolidated
Revenues:
Sales$621 $— $— $621 
Franchise and property revenues635 — — 635 
Advertising revenues and other services239 — — 239 
Total revenues1,495 — — 1,495 
Operating costs and expenses:
Cost of sales490 — — 490 
Franchise and property expenses121 — — 121 
Advertising expenses and other services245 — — 245 
General and administrative expenses115 — — 115 
(Income) loss from equity method investments7 — — 7 
Other operating expenses (income), net(16)— — (16)
Total operating costs and expenses962 — — 962 
Income from operations533 — — 533 
Interest expense, net128 — — 128 
Loss on early extinguishment of debt11 — — 11 
Income before income taxes394 — — 394 
Income tax expense (benefit)65 — — 65 
Net income329 — — 329 
Equity in earnings of consolidated subsidiaries— 329 (329)— 
Net income (loss)329 329 (329)329 
Net income (loss) attributable to noncontrolling interests1 1 (1)1 
Net income (loss) attributable to common unitholders$328 $328 $(328)$328 
Comprehensive income (loss)$252 $252 $(252)$252 

32
 Consolidated Borrowers RBILP Eliminations Consolidated
Revenues:       
Sales$586.4
 $—
 $—
 $586.4
Franchise and property revenues489.3
 —
   489.3
Total revenues1,075.7
 —
 —
 1,075.7
Operating costs and expenses:       
Cost of sales457.1
 —
 —
 457.1
Franchise and property expenses109.8
 —
 —
 109.8
Selling, general and administrative expenses82.2
 —
 —
 82.2
(Income) loss from equity method investments(2.6) —
 —
 (2.6)
Other operating expenses (income), net8.7
 —
 —
 8.7
Total operating costs and expenses655.2
 —
 —
 655.2
Income from operations420.5
 —
 —
 420.5
Interest expense, net117.3
 —
 —
 117.3
Income before income taxes303.2
 —
 —
 303.2
Income tax expense64.6
 —
 —
 64.6
Net income238.6
 —
 —
 238.6
Equity in earnings of consolidated subsidiaries—
 238.6
 (238.6) —
Net income (loss)238.6
 238.6
 (238.6) 238.6
Net income (loss) attributable to noncontrolling interests1.0
 1.0
 (1.0) 1.0
Partnership preferred unit distributions—
 67.5
 —
 67.5
Net income (loss) attributable to common unitholders$237.6
 $170.1
 $(237.6) $170.1
Comprehensive income (loss)$131.8
 $131.8
 $(131.8) $131.8

30


RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES
Condensed Consolidating Statements of Operations
(In millions of U.S. dollars)

Nine Months Ended September 30, 20162021
Consolidated BorrowersRBILPEliminationsConsolidated
Revenues:
Sales$1,718 $— $— $1,718 
Franchise and property revenues1,795 — — 1,795 
Advertising revenues and other services680 680 
Total revenues4,193 — — 4,193 
Operating costs and expenses:
Cost of sales1,358 — — 1,358 
Franchise and property expenses358 — — 358 
Advertising expenses and other services725 — — 725 
General and administrative expenses327 — — 327 
(Income) loss from equity method investments12 — — 12 
Other operating expenses (income), net(50)— — (50)
Total operating costs and expenses2,730 — — 2,730 
Income from operations1,463 — — 1,463 
Interest expense, net378 — — 378 
Loss on early extinguishment of debt11 — — 11 
Income before income taxes1,074 — — 1,074 
Income tax expense (benefit)83 — — 83 
Net income991 — — 991 
Equity in earnings of consolidated subsidiaries— 991 (991)— 
Net income (loss)991 991 (991)991 
Net income (loss) attributable to noncontrolling interests3 3 (3)3 
Net income (loss) attributable to common unitholders$988 $988 $(988)$988 
Comprehensive income (loss)$1,177 $1,177 $(1,177)$1,177 




33
 Consolidated Borrowers RBILP Eliminations Consolidated
Revenues:       
Sales$1,635.5
 $—
 $—
 $1,635.5
Franchise and property revenues1,398.9
 —
 —
 1,398.9
Total revenues3,034.4
 —
 —
 3,034.4
Operating costs and expenses:       
Cost of sales1,285.7
 —
 —
 1,285.7
Franchise and property expenses323.5
 —
 —
 323.5
Selling, general and administrative expenses228.5
 —
 —
 228.5
(Income) loss from equity method investments(16.6) —
 —
 (16.6)
Other operating expenses (income), net38.2
 —
 —
 38.2
Total operating costs and expenses1,859.3
 —
 —
 1,859.3
Income from operations1,175.1
 —
 —
 1,175.1
Interest expense, net349.6
 —
 —
 349.6
Income before income taxes825.5
 —
 —
 825.5
Income tax expense171.0
 —
 —
 171.0
Net income654.5
 —
 —
 654.5
Equity in earnings of consolidated subsidiaries—
 654.5
 (654.5) —
Net income (loss)654.5
 654.5
 (654.5) 654.5
Net income (loss) attributable to noncontrolling interests2.8
 2.8
 (2.8) 2.8
Partnership preferred unit distributions—
 202.5
 —
 202.5
Net income (loss) attributable to common unitholders$651.7
 $449.2
 $(651.7) $449.2
Comprehensive income (loss)$970.4
 $970.4
 $(970.4) $970.4

31


RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES
Condensed Consolidating Statements of Cash Flows
(In millions of U.S. dollars)
Nine Months Endedmonths ended September 30, 20172022
Consolidated BorrowersRBILPEliminationsConsolidated
Cash flows from operating activities:
Net income$1,146 $1,146 $(1,146)$1,146 
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries— (1,146)1,146 — 
Depreciation and amortization143 — — 143 
Amortization of deferred financing costs and debt issuance discount21 — — 21 
(Income) loss from equity method investments30 — — 30 
(Gain) loss on remeasurement of foreign denominated transactions(82)— — (82)
Net (gains) losses on derivatives17 — — 17 
Share-based compensation and non-cash incentive compensation expense93 — — 93 
Deferred income taxes(29)— — (29)
Other8 — — 8 
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable(93)— — (93)
Inventories and prepaids and other current assets(67)— — (67)
Accounts and drafts payable113 — — 113 
Other accrued liabilities and gift card liability(74)— — (74)
Tenant inducements paid to franchisees(13)— — (13)
Other long-term assets and liabilities(146)— — (146)
Net cash provided by operating activities1,067 — — 1,067 
Cash flows from investing activities:
Payments for property and equipment(52)— — (52)
Net proceeds from disposal of assets, restaurant closures, and refranchisings11 — — 11 
Net payments in connection with purchase of Firehouse Subs(12)— — (12)
Settlement/sale of derivatives, net22 — — 22 
Other investing activities, net(35)— — (35)
Net cash (used for) provided by investing activities(66)— — (66)
Cash flows from financing activities:
Proceeds from long-term debt2 — — 2 
Repayments of long-term debt and finance leases(71)— — (71)
Distributions on Class A common and Partnership exchangeable units— (728)— (728)
Distribution to RBI for repurchase of RBI common shares— (326)— (326)
Capital contribution from RBI7 — — 7 
Distributions from subsidiaries(1,054)1,054 — — 
(Payments) proceeds from derivatives8 — — 8 
Other financing activities, net(3)— — (3)
Net cash (used for) provided by financing activities(1,111)— — (1,111)
Effect of exchange rates on cash and cash equivalents(31)— — (31)
Increase (decrease) in cash and cash equivalents(141)— — (141)
Cash and cash equivalents at beginning of period1,087 — — 1,087 
Cash and cash equivalents at end of period$946 $— $— $946 
34
 Consolidated Borrowers RBILP Eliminations Consolidated
Cash flows from operating activities:       
Net income$656.9
 $656.9
 $(656.9) $656.9
Adjustments to reconcile net income to net cash provided by operating activities:       
Equity in loss (earnings) of consolidated subsidiaries—
 (656.9) 656.9
 —
Depreciation and amortization134.9
 —
 —
 134.9
Premiums paid and non-cash loss on early extinguishment of debt
75.9
 —
 —
 75.9
Amortization of deferred financing costs and debt issuance discount25.2
 —
 —
 25.2
(Income) loss from equity method investments(8.9) —
 —
 (8.9)
Loss (gain) on remeasurement of foreign denominated transactions64.7
 —
 —
 64.7
Net losses on derivatives23.1
 —
 —
 23.1
Share-based compensation expense38.0
 —
 —
 38.0
Deferred income taxes(3.1) —
 —
 (3.1)
Other12.8
 —
 —
 12.8
Changes in current assets and liabilities, excluding acquisitions and dispositions:       
Accounts and notes receivable0.3
 —
 —
 0.3
Inventories and prepaids and other current assets(12.5) —
 —
 (12.5)
Accounts and drafts payable(30.4) —
 —
 (30.4)
Advertising fund restricted assets and fund liabilities18.1
 —
 —
 18.1
Other accrued liabilities and gift card liability(161.4) —
 —
 (161.4)
Other long-term assets and liabilities(40.0) —
 —
 (40.0)
Net cash provided by operating activities793.6
 —
 —
 793.6
Cash flows from investing activities:       
Payments for property and equipment(16.9) —
 —
 (16.9)
Proceeds from disposal of assets, restaurant closures, and refranchisings19.6
 —
 —
 19.6
Net payment for purchase of Popeyes, net of cash acquired(1,635.9) —
 —
 (1,635.9)
Return of investment on direct financing leases11.8
 —
 —
 11.8
Settlement/sale of derivatives, net771.8
 —
 —
 771.8
Other investing activities, net(2.3) —
 —
 (2.3)
Net cash provided by (used for) investing activities(851.9) —
 —
 (851.9)
Cash flows from financing activities:       
Proceeds from issuance of long-term debt4,350.0
 —
 —
 4,350.0
Repayments of long-term debt and capital leases(1,690.0) —
 —
 (1,690.0)
Payment of financing costs(57.0) —
 —
 (57.0)
Distributions on common, preferred and Partnership exchangeable units—
 (451.9) —
 (451.9)
Capital contribution from RBI Inc.17.5
 —
 —
 17.5
Distributions from subsidiaries(451.9) 451.9
 —
 —
Other financing activities, net(6.2) —
 —
 (6.2)
Net cash provided by (used for) financing activities2,162.4
 —
 —
 2,162.4
Effect of exchange rates on cash and cash equivalents22.7
 —
 —
 22.7
Increase (decrease) in cash and cash equivalents2,126.8
 —
 —
 2,126.8
Cash and cash equivalents at beginning of period1,420.4
 —
 —
 1,420.4
Cash and cash equivalents at end of period$3,547.2
 $—
 $—
 $3,547.2

32


RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES
Condensed Consolidating Statements of Cash Flows
(In millions of U.S. dollars)
Nine Months Ended September 30, 20162021
Consolidated BorrowersRBILPEliminationsConsolidated
Cash flows from operating activities:
Net income$991 $991 $(991)$991 
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries— (991)991 — 
Depreciation and amortization150 — — 150 
Premiums paid and non-cash loss on extinguishment of debt11 — — 11 
Amortization of deferred financing costs and debt issuance discount20 — — 20 
(Income) loss from equity method investments12 — — 12 
(Gain) loss on remeasurement of foreign denominated transactions(58)— — (58)
Net (gains) losses on derivatives65 — — 65 
Share-based compensation and non-cash incentive compensation expense71 — — 71 
Deferred income taxes35 — — 35 
Other(14)— — (14)
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable11 — — 11 
Inventories and prepaids and other current assets(3)— — (3)
Accounts and drafts payable129 — — 129 
Other accrued liabilities and gift card liability(87)— — (87)
Tenant inducements paid to franchisees(5)— — (5)
Other long-term assets and liabilities(73)— — (73)
Net cash provided by operating activities1,255 — — 1,255 
Cash flows from investing activities:
Payments for property and equipment(70)— — (70)
Net proceeds from disposal of assets, restaurant closures, and refranchisings14 — — 14 
Settlement/sale of derivatives, net2 — — 2 
Other investing activities, net(15)— — (15)
Net cash (used for) provided by investing activities(69)— — (69)
Cash flows from financing activities:
Proceeds from revolving line of credit and long-term debt802 — — 802 
Repayments of long-term debt and finance leases(865)— — (865)
Payment of financing costs(7)— — (7)
Distributions on Class A common and Partnership exchangeable units— (730)— (730)
Distribution to RBI for repurchase of RBI common shares— (182)— (182)
Capital contribution from RBI60 — — 60 
Distributions from subsidiaries(912)912 — — 
(Payments) proceeds from derivatives(45)— — (45)
Other financing activities, net(3)— — (3)
Net cash (used for) provided by financing activities(970)— — (970)
Effect of exchange rates on cash and cash equivalents(3)— — (3)
Increase (decrease) in cash and cash equivalents213 — — 213 
Cash and cash equivalents at beginning of period1,560 — — 1,560 
Cash and cash equivalents at end of period$1,773 $— $— $1,773 
35
 Consolidated Borrowers RBILP Eliminations Consolidated
Cash flows from operating activities:       
Net income$654.5
 $654.5
 $(654.5) $654.5
Adjustments to reconcile net income to net cash provided by operating activities:       
Equity in loss (earnings) of consolidated subsidiaries—
 (654.5) 654.5
 —
Depreciation and amortization129.0
 —
 —
 129.0
Amortization of deferred financing costs and debt issuance discount29.1
 —
 —
 29.1
(Income) loss from equity method investments(16.6) —
 —
 (16.6)
Loss (gain) on remeasurement of foreign denominated transactions16.1
 —
 —
 16.1
Net losses on derivatives15.3
 —
 —
 15.3
Share-based compensation expense25.9
 —
 —
 25.9
Deferred income taxes34.6
 —
 —
 34.6
Other8.0
 —
 —
 8.0
Changes in current assets and liabilities, excluding acquisitions and dispositions:       
Accounts and notes receivable20.0
 —
 —
 20.0
Inventories and prepaids and other current assets(3.0) —
 —
 (3.0)
Accounts and drafts payable11.8
 —
 —
 11.8
Advertising fund restricted assets and fund liabilities4.0
 —
 —
 4.0
Other accrued liabilities and gift card liability(23.8) —
 —
 (23.8)
Other long-term assets and liabilities0.9
 —
 —
 0.9
Net cash provided by operating activities905.8
 —
 —
 905.8
Cash flows from investing activities:       
Payments for property and equipment(18.2) —
 —
 (18.2)
Proceeds from disposal of assets, restaurant closures, and refranchisings18.1
 —
 —
 18.1
Return of investment on direct financing leases12.5
 —
 —
 12.5
Settlement/sale of derivatives, net4.9
 —
 —
 4.9
Other investing activities, net2.0
 —
 —
 2.0
Net cash provided by (used for) investing activities19.3
 —
 —
 19.3
Cash flows from financing activities:       
Repayments of long-term debt and capital leases(52.7) —
 —
 (52.7)
Distributions on common, preferred and Partnership exchangeable units—
 (396.9) —
 (396.9)
Capital contribution from RBI Inc.—
 12.5
 —
 12.5
Distributions to RBI Inc.—
 (28.5) —
 (28.5)
Distributions from subsidiaries(412.9) 412.9
 —
 —
Other financing activities, net
0.8
 —
 —
 0.8
Net cash provided by (used for) financing activities(464.8) —
 —
 (464.8)
Effect of exchange rates on cash and cash equivalents14.6
 —
 —
 14.6
Increase (decrease) in cash and cash equivalents474.9
 —
 —
 474.9
Cash and cash equivalents at beginning of period753.7
 —
 —
 753.7
Cash and cash equivalents at end of period$1,228.6
 $—
 $—
 $1,228.6

33


Note 19. Subsequent Events
Redemption of Preferred Shares
On October 25, 2017, the RBI board of directors approved the redemption of all of the Preferred Shares on December 12, 2017 (the "Redemption Date"). Partnership is required to make a distribution on the Partnership preferred units in an amount sufficient for RBI to fund the redemption amount of the Preferred Shares. The redemption price is $48.109657 per Preferred Share plus accrued and unpaid dividends up to the Redemption Date plus or minus any unpaid make-whole dividend and any additional dividends (the “redemption price”). The redemption price may be reduced if the make-whole dividend formula described above indicates the after-tax net dividends paid to the holder of the Preferred Shares from the original issue date through the redemption date will exceed the after-tax net dividends that would have been paid if we were a U.S. corporation. Upon redemption, the Preferred Shares will be deemed canceled, dividends will cease to accrue thereon and all rights of the holders will terminate, except the right to receive the cash payable upon such redemption.
Exchange of Partnership exchangeable units
In October 2017 Partnership received an exchange notice representing 9,050,594 Partnership exchangeable units. In accordance with the terms of the partnership agreement, Partnership will satisfy the exchange notice by repurchasing 5,000,000 Partnership exchangeable units with cash on hand and exchanging 4,050,594 Partnership exchangeable units for the same number of newly issued RBI common shares. The issuance of shares will be accounted for as a capital contribution by RBI to Partnership. The exchange of Partnership exchangeable units will be recorded as an increase to the Class A common units balance within partner's capital in our condensed consolidated balance sheet in an amount equal to the market value of the newly issued RBI common shares and a reduction to the Partnership exchangeable units balance within partner's capital of our condensed consolidated balance sheet in an amount equal to the cash paid by Partnership and the market value of the new issued RBI common shares. Pursuant to the terms of the partnership agreement, upon the exchange of Partnership exchangeable units, each such Partnership exchangeable unit is automatically deemed cancelled concurrently with such exchange. The exchange date will occur on November 8, 2017.
Cash Distributions/Dividends
On October 2, 2017,5, 2022, RBI paid a cash dividend of $0.98 per Preferred Share, for a total dividend of $67.5 million, to the holder of the Preferred Shares. The dividend on the Preferred Shares included the amount due for the third calendar quarter of 2017. Partnership made a distribution to RBI as holder of the Partnership preferred units in an equal amount on the same date. On October 3, 2017, RBI paid a cash dividend of $0.20$0.54 per RBI common share to common shareholders of record on September 15, 2017.21, 2022. Partnership made a distribution to RBI as holder of Class A common units in the amount of the aggregate dividends declared and paid by RBI on RBI common shares and also made a distribution in respect of each Partnership exchangeable unit in the amount of $0.20$0.54 per exchangeable unit to holders of record on September 15, 2017.21, 2022.
On October 25, 2017,Subsequent to September 30, 2022, the RBI board of directors declared a cash dividend of $0.98 per Preferred Share, for a total dividend of $67.5 million payable on January 2, 2018 to the holder of record of the Preferred Shares on December 15, 2017. The dividend on the Preferred Shares includes the amount due for the fourth calendar quarter of 2017. However, as indicated above, if RBI redeems the Preferred Shares prior to December 15, 2017, the redemption price will include accrued and unpaid regular quarterly dividends to the Redemption Date and, in such event, no regular quarterly dividend will be paid on the Preferred Shares on January 2, 2018. If RBI redeems the Preferred Shares prior to December 15, 2017, Partnership will not make a regular quarterly distribution to RBI as holder of the Partnership preferred units on January 2, 2018 as the redemption price will include accrued and unpaid regular quarterly dividends up to the Redemption Date. On October 25, 2017, the RBI board of directors declared a cash dividend of $0.21$0.54 per RBI common share, which will be paid on January 3, 20184, 2023 to RBI common shareholders of record on December 15, 2017.21, 2022. Partnership will make a distribution to RBI as holder of Class A common units in the amount of the aggregate dividends declared and paid by RBI on RBI common shares. Partnership will also make a distribution in respect of each Partnership exchangeable unit in the amount of $0.21$0.54 per Partnership exchangeable unit, and the record date and payment date for such distribution will be the same as the record date and payment date for the cash dividend per RBI common share set forth above.

Derivatives
34

Issuance and Redemption of Senior Notes
OnWe executed various derivative transactions during October 4, 2017, the Borrowers issued $1,500.0 million of 5.00% second lien senior secured notes due October 15, 2025 (the "October 2017 Senior Notes"), which were issued2022 as additional notes under the 2017 5.00% Senior Notes Indenture pursuant to which the Borrowers previously issued the 2017 5.00% Senior Notes. The October 2017 Senior Notes are treated as a single series with the 2017 5.00% Senior Notes and have substantially the same terms as those of the 2017 5.00% Senior Notes for all purposes under the 2017 5.00% Senior Notes Indenture, including waivers, amendments, redemptions and offers to purchase. The net proceeds from the offering of the October 2017 Senior Notes were used to redeem the remaining $1,000.0 million principal amount outstanding of the 2014 6.00% Senior Notes on October 18, 2017, pay related redemption premiums, fees and expenses, and for general corporate purposes.
Extension of Maturity Date of Senior Secured Revolving Credit Facility
On October 13, 2017, the Borrowers extended the maturity date of the Revolving Credit Facility from December 12, 2019 to October 13, 2022. The extension was effected through the termination of the existing revolving credit commitments and the entry into Incremental Facility Amendment No. 3 (the "October 2017 Incremental Amendment ") to the Credit Agreement. The October 2017 Incremental Amendment maintains the same $500.0 milliondetailed in aggregate principal amount of commitments under the Revolving Credit Facility. As amended, the Revolving Credit Facility matures on October 13, 2022, provided that if, on October 15, 2021, more than an aggregate of $150.0 million of the 2015 4.625% Senior Notes are outstanding, then the maturity date of the Revolving Credit Facility shall be October 15, 2021. All other material terms of the Revolving Credit Facility remained the same.Note 14 – Derivative Instruments.
*****

36
35

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion together with our unaudited condensed consolidated financial statements and the related notes thereto included in Part I, Item 1 “Financial Statements” of this report.
The following discussion includes information regarding future financial performance and plans, targets, aspirations, expectations, and objectives of management, which constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of Canadian securities laws as described in further detail under “Special Note Regarding Forward-Looking Statements” set forth below. Actual results may differ materially from the results discussed in the forward-looking statements. Please refer to the risks and further discussion in the “Special Note Regarding Forward-Looking Statements” below.
We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP” or “GAAP”). However, this Management’s Discussion and Analysis of Financial Condition and Results of Operations also contains certain non-GAAP financial measures to assist readers in understanding our performance. Non-GAAP financial measures either exclude or include amounts that are not reflected in the most directly comparable measure calculated and presented in accordance with GAAP. Where non-GAAP financial measures are used, we have provided the most directly comparable measures calculated and presented in accordance with U.S. GAAP, a reconciliation to GAAP measures and a discussion of the reasons why management believes this information is useful to it and may be useful to investors.
Operating results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for the fiscal year and our key business measures, as discussed below, may decrease for any future period. Unless the context otherwise requires, all references in this section to “Partnership,” “we,” “us,”“Partnership”, “we”, “us” or “our” are to Restaurant Brands International Limited Partnership and its subsidiaries, collectively.
Overview
We are a limited partnership originally formed to serve as the indirect holding company for Tim Hortons and its consolidated subsidiaries and Burger King Worldwide and its consolidated subsidiaries. We were formed on August 25, 2014 as a general partnership and registered on October 27, 2014 as a limited partnership in accordance with the laws of the Province of Ontario generally, and the Ontario Limited Partnerships Act specifically. We are a subsidiary of RBI, our sole general partner. On March 27, 2017, we acquired Popeyes Louisiana Kitchen, Inc. and its consolidated subsidiaries (“Popeyes”). We are one of the world’s largest quick service restaurant (“QSR”) companies with more than $29over $35 billion in annual system-wide sales and over 23,00029,000 restaurants in more than 100 countries and U.S. territories as of September 30, 2017.2022. Our Tim Hortons®, Burger King®King®, Popeyes®,and Popeyes® Firehouse Subs® brands have similar franchised business models with complementary daypart mixes and product platforms. Our threefour iconic brands are managed independently while benefiting from global scale and sharing of best practices.
Tim Hortons restaurants are quick service restaurants with a menu that includes premium blend coffee, tea, espresso-based hot and cold specialty drinks, fresh baked goods, including donuts, Timbits®, bagels, muffins, cookies and pastries, grilled paninis, classic sandwiches, wraps, soups, and more. Burger King restaurants are quick service restaurants that feature flame-grilled hamburgers, chicken, and other specialty sandwiches, french fries, soft drinks, and other affordably-priced food items. Popeyes restaurants are chicken quick service restaurants featuring a unique “Louisiana” style menu that includes spicyfried chicken, chicken tenders, fried shrimp and other seafood, red beans and rice, and other regional items. Firehouse Subs restaurants are quick service restaurants featuring hot and hearty subs piled high with quality meats and cheese as well as chopped salads, chili and soups, signature and other sides, soft drinks and local specialties.
WeCommencing upon the acquisition of Firehouse Subs in December 2021, we have threefour operating and reportable segments: (1) Tim Hortons (“TH”); (2) Burger King (“BK”); and (3) Popeyes Louisiana Kitchen (“PLK”); and (4) Firehouse Subs (“FHS”). We generateOur business generates revenue from fourthe following sources: (i) franchise and advertising revenues and other services, consisting primarily of royalties and advertising fund contributions based on a percentage of sales reported by franchise restaurants and franchise fees paid by franchisees; (ii) property revenues from properties we lease or sublease to franchisees; and (iii) sales at restaurants owned by us (“Company restaurants”). In addition, our TH business generates revenue from sales to franchisees related to our supply chain operations, including manufacturing, procurement, warehousing, and distribution, as well as sales to retailers; (ii) franchise revenues, consisting primarilyretailers.
In September 2021, we announced targets to reduce greenhouse gas emissions by 50% by 2030, as approved by the Science Based Targets initiative, as well as a commitment to achieving net-zero emissions by 2050. While most of royalties based on a percentage of sales reportedthe impact is from scope 3 emissions that are not under our direct control, reaching these targets will require us to devote resources to support changes by franchise restaurantssuppliers and franchise fees paid by franchisees; (iii) property revenues from properties we lease or sublease to franchisees; and (iv) sales at restaurants owned by us (“Company restaurants”).franchisees.



36
37


Operating Metrics and Key Financial Measures
We evaluate our restaurants and assess our business based on the following operating metrics and key financial measures:metrics:
•System-wide sales growth refers to the percentage change in sales at all franchise restaurants and Company restaurants (referred to as system-wide sales) in one period from the same period in the prior year.
System-wide sales represent sales at all franchise restaurants and Company restaurants. We do not record franchise sales as revenues; however, our franchise revenues include royalties based on a percentage of franchise sales. System-wide results are driven by our franchise restaurants, as approximately 100% of current system-wide restaurants are franchised.
•Comparable sales refers to the percentage change in restaurant sales in one period from the same prior year period for restaurants that have been open for thirteen13 months or longer for TH, and BK and 65 weeksFHS and 17 months or longer for PLK.
Commencing in 2017, we are presenting net Additionally, if a restaurant growth onis closed for a percentage basis, reflecting the net increase in restaurant count (openings, netsignificant portion of closures) over a trailing twelve month, period, divided by the restaurant count atis excluded from the beginning of the trailing twelve month period. This presentation has been applied retrospectively to the earliest period presented to provide period-to-period comparability. Previously, we presented net restaurant growth as the number of new restaurants opened, net of closures, during a stated period. We have disclosed restaurant count at period end which can be used to determine net restaurant growth as previously presented.monthly comparable sales calculation.
Adjusted EBITDA, a non-GAAP measure, which represents earnings (net income or loss) before interest expense, net, (gain) loss on early extinguishment of debt, income tax expense, depreciation and amortization, adjusted to exclude specifically identified items that management believes are not relevant to management’s assessment of operating performance. See Non-GAAP Reconciliations.
•System-wide sales growth and comparable sales are measured on a constant currency basis, which means the results exclude the effect of foreign currency translation (“FX Impact”). For system-wide sales growth and comparable sales, we calculate the FX Impact by translating prior year results at current year monthly average exchange rates.
•Unless otherwise stated, system-wide sales growth, system-wide sales and comparable sales are presented on a system-wide basis, which means they include franchise restaurants and Company restaurants. System-wide results are driven by our franchise restaurants, as approximately 100% of system-wide restaurants are franchised. Franchise sales represent sales at all franchise restaurants and are revenues to our franchisees. We do not record franchise sales as revenues; however, our royalty revenues and advertising fund contributions are calculated based on a percentage of franchise sales.
•Net restaurant growth refers to the net increase in restaurant count (openings, net of permanent closures) over a trailing twelve month period, divided by the restaurant count at the beginning of the trailing twelve month period.
These metrics are important indicators of the overall direction of our business, including trends in sales and the effectiveness of each brand’s marketing, operations and growth initiatives.
38
Three Months Ended
September 30,		Nine Months Ended
September 30,
Key Business Metrics2022202120222021
System-wide sales growth
    TH13.4 %11.1 %14.2 %12.0 %
    BK14.5 %12.3 %15.2 %16.0 %
    PLK12.3 %4.4 %8.8 %7.3 %
    Consolidated (a)14.0 %10.8 %14.0 %13.8 %
    FHS (b)3.8 %19.3 %4.4 %27.6 %
System-wide sales (in US$ millions)
    TH$1,945 $1,774 $5,339 $4,790 
    BK$6,668 $6,212 $18,930 $17,268 
    PLK$1,532 $1,392 $4,418 $4,122 
    FHS$289 $— $853 $— 
    Consolidated (a)$10,434 $9,378 $29,540 $26,180 
    FHS (b)$— $278 $— $818 
Comparable sales
    TH9.8 %8.9 %10.2 %10.7 %
    BK10.3 %7.9 %10.2 %8.5 %
    PLK3.1 %(2.4)%0.5 %(0.5)%
    Consolidated (a)9.1 %6.5 %8.7 %7.4 %
    FHS (b)0.0 %14.9 %0.8 %23.1 %
As of September 30,
20222021
Net restaurant growth
    TH5.2 %4.1 %
    BK2.5 %1.3 %
    PLK8.9 %5.5 %
    Consolidated (a)3.9 %2.4 %
    FHS (b)2.5 %2.0 %
Restaurant count
    TH5,405 5,137 
    BK19,401 18,923 
    PLK3,928 3,607 
    FHS1,234 — 
    Consolidated29,968 27,667 
    FHS (b)— 1,204 
(a) Consolidated system-wide sales growth, consolidated net restaurant growth and consolidated comparable sales do not include the results of Firehouse Subs for all of the periods presented. Consolidated system-wide sales do not include the results of Firehouse Subs for 2021.
(b) 2021 Firehouse Subs figures are shown for informational purposes only, consistent with its fiscal calendar.


39
War in Ukraine
During the first quarter of 2022, we shared a number of actions that we have taken to date as a result of the events related to Russia's military invasion of Ukraine. Burger King is our only brand with restaurants in Russia, all of which are operated under a master franchise arrangement. We suspended all corporate support for the Russian market, including operations, marketing, and supply chain support in addition to refusing approvals for new investment and expansion. While we currently include results from our franchised restaurants in Russia within reported key business metrics, we do not expect to generate any profits from restaurants in Russia in 2022.
Below are the RBI consolidated and BK segment operational highlights excluding the results from Russia for the three and nine months ended September 30, 2022 and 2021.
Three Months Ended
September 30,		Nine Months Ended
September 30,
Key Business Metrics (excluding Russia)2022202120222021
System-wide sales growth
    BK13.6 %11.7 %14.3 %15.2 %
    Consolidated (a)13.4 %10.4 %13.4 %13.3 %
System-wide sales (in US$ millions)
    BK$6,346 $6,017 $18,127 $16,730 
    Consolidated (a)$10,112 $9,182 $28,737 $25,642 
Comparable sales
    BK9.6 %7.4 %9.4 %7.9 %
    Consolidated (a)8.6 %6.1 %8.1 %7.0 %
As of September 30,
20222021
Net restaurant growth
    BK2.5 %1.3 %
    Consolidated (a)3.9 %2.4 %
Restaurant count
    BK18,581 18,131 
    Consolidated29,148 26,875 
(a)Consolidated system-wide sales growth, consolidated net restaurant growth and consolidated comparable sales do not include the results of Firehouse Subs for all of the periods presented. Consolidated system-wide sales do not include the results of Firehouse Subs for 2021.
COVID-19 and Macro Economic Environment
The global crisis resulting from the spread of coronavirus (“COVID-19”) impacted our global restaurant operations for the three and nine months ended September 30, 2022 and 2021, though in 2022 the impact was more modest than in the prior year. During the three and nine months ended September 30, 2022 and 2021, substantially all restaurants remained open, some with limited operations, such as drive-thru, takeout and delivery (where applicable), reduced, if any, dine-in capacity, and/or restrictions on hours of operation. Certain markets periodically required temporary closures while implementing government mandated lockdown orders. For items includedexample, while most regions have eased restrictions, increases in cases and new variants caused certain markets, including China, to re-impose temporary restrictions as a result of government mandates. We expect local conditions to continue to dictate limitations on restaurant operations, capacity, and hours of operation. COVID-19 has also contributed to labor challenges, which in some regions resulted in reduced operating hours and service modes at select restaurants as well as supply chain pressures.

40
In addition, during 2022, there have been increases in commodity, labor, and energy costs partially due to the macroeconomic impact of both COVID-19 and the War in Ukraine. Further significant increases in inflation could affect the global, Canadian and U.S. economies, resulting in foreign exchange pressures and rising interest rates which could have an adverse impact on our business and results of operations if we and our franchisees are not able to adjust prices sufficiently to offset the effect of cost increases without negatively impacting consumer demand.

Results of Operations for the Three and Nine Months Ended September 30, 2022 and 2021
Tabular amounts in millions of U.S. dollars unless noted otherwise. Segment income may not calculate exactly due to rounding.
ConsolidatedThree Months Ended September 30,VarianceFX Impact (a)Variance Excluding FX ImpactNine Months Ended September 30,VarianceFX Impact (a)Variance Excluding FX Impact
20222021 Favorable / (Unfavorable)20222021 Favorable / (Unfavorable)
Revenues:
Sales$759 $621 $138 $(19)$157 $2,076 $1,718 $358 $(38)$396 
Franchise and property revenues698 635 63 (26)89 1,989 1,795 194 (54)248 
Advertising revenues and other services269 239 30 (3)33 751 680 71 (6)77 
Total revenues1,726 1,495 231 (48)279 4,816 4,193 623 (98)721 
Operating costs and expenses:
Cost of sales615 490 (125)15 (140)1,693 1,358 (335)30 (365)
Franchise and property expenses137 121 (16)3 (19)392 358 (34)6 (40)
Advertising expenses and other services276 245 (31)4 (35)782 725 (57)7 (64)
General and administrative expenses156 115 (41)3 (44)435 327 (108)7 (115)
(Income) loss from equity method investments8 7 (1)— (1)30 12 (18)— (18)
Other operating expenses (income), net(27)(16)11 (4)15 (68)(50)18 (6)24 
Total operating costs and expenses1,165 962 (203)21 (224)3,264 2,730 (534)44 (578)
Income from operations561 533 28 (27)55 1,552 1,463 89 (54)143 
Interest expense, net133 128 (5)— (5)389 378 (11)— (11)
Loss on early extinguishment of debt— 11 11 — 11 — 11 11 — 11 
Income before income taxes428 394 34 (27)61 1,163 1,074 89 (54)143 
Income tax expense (benefit)(102)65 167 — 167 17 83 66 2 64 
Net income$530 $329 $201 $(27)$228 $1,146 $991 $155 $(52)$207 
(a)We calculate the FX Impact by translating currentprior year results at priorcurrent year monthly average exchange rates. We analyze these operating metricsresults on a constant currency basis as this helps identify underlying business trends, without distortion from the effects of currency movements.



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41


TH SegmentThree Months Ended September 30,VarianceFX Impact (a)Variance Excluding FX ImpactNine Months Ended September 30,VarianceFX Impact (a)Variance Excluding FX Impact
20222021 Favorable / (Unfavorable)20222021 Favorable / (Unfavorable)
Revenues:
Sales$710 $592 $118 $(19)$137 $1,937 $1,621 $316 $(38)$354 
Franchise and property revenues250 230 20 (7)27 694 639 55 (15)70 
Advertising revenues and other services73 63 10 (2)12 199 166 33 (4)37 
Total revenues1,033 885 148 (28)176 2,830 2,426 404 (57)461 
Cost of sales568 462 (106)15 (121)1,558 1,266 (292)30 (322)
Franchise and property expenses87 84 (3)3 (6)252 251 (1)6 (7)
Advertising expenses and other services73 68 (5)3 (8)211 198 (13)5 (18)
Segment G&A31 27 (4)— (4)92 77 (15)1 (16)
Segment depreciation and amortization (b)26 31 5 1 4 83 94 11 2 9 
Segment income (c)305 278 27 (9)36 810 738 72 (18)90 
Recent Events(b)Segment depreciation and Factors Affecting Comparabilityamortization consists of depreciation and amortization included in cost of sales, franchise and property expenses and advertising expenses and other services.
Popeyes Acquisition
As described in Note 2 to the accompanying unaudited condensed consolidated financial statements, on March 27, 2017, we completed the acquisition of Popeyes for total consideration of $1,654.7 million (the “Popeyes Acquisition”). The consideration was funded through (1) cash on hand of approximately$354.7(c)TH segment income includes $5 million and (2) $1,300.0$3 million of cash distributions received from incremental borrowings under our Term Loan Facility – see Note 9 toequity method investments for the accompanying unaudited condensed consolidated financial statements.
PLK revenuesthree months ended September 30, 2022 and 2021, respectively. TH segment income includes $11 million and $9 million of cash distributions received from March 28, 2017 through September 30, 2017 are included in our consolidated statement of operationsequity method investments for the nine months ended September 30, 2017. The changes in our results of operations for the three2022 and nine months ended September 30, 2017 as compared to the three and nine months ended September 30, 2016 are partially driven by the inclusion of the results of operations of PLK. The PLK statement of operations data for the three and nine months ended September 30, 2017 is summarized as follows:2021, respectively.
BK SegmentThree Months Ended September 30,VarianceFX Impact (a)Variance Excluding FX ImpactNine Months Ended September 30,VarianceFX Impact (a)Variance Excluding FX Impact
20222021 Favorable / (Unfavorable)20222021 Favorable / (Unfavorable)
Revenues:
Sales$19 $16 $3 $— $3 $52 $49 $3 $— $3 
Franchise and property revenues349 333 16 (18)34 1,002 944 58 (37)95 
Advertising revenues and other services123 118 5 (1)6 353 340 13 (2)15 
Total revenues491 467 24 (19)43 1,407 1,333 74 (39)113 
Cost of sales19 16 (3)— (3)55 49 (6)— (6)
Franchise and property expenses46 34 (12)— (12)125 100 (25)— (25)
Advertising expenses and other services130 118 (12)1 (13)372 351 (21)2 (23)
Segment G&A45 38 (7)1 (8)130 114 (16)3 (19)
Segment depreciation and amortization (b)11 12 1 1 — 35 36 1 1 — 
Segment income262 272 (10)(16)6 761 755 6 (34)40 

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PLK Segment (in millions of U.S. dollars)Three months ended September 30, 2017Nine months ended September 30, 2017
Revenues:  
Sales$22.7
$45.7
Franchise and property revenues45.3
89.0
Total revenues68.0
134.7
Cost of sales17.8
37.0
Franchise and property expenses2.2
4.5
Segment SG&A12.8
27.2
Segment depreciation and amortization (a)
1.6
4.0
Segment income36.8
70.0

(a)Segment depreciation and amortization consists of depreciation and amortization included in cost of sales and franchise and property expenses.
PLK Transaction Costs
In connection with the Popeyes Acquisition, we incurred certain non-recurring fees and expenses (“PLK Transaction costs”) totaling $6.9 million and $49.8 million during the three and nine months ended September 30, 2017, respectively, consisting primarily of professional fees and compensation related expenses, all of which are classified as selling, general and administrative expenses in the condensed consolidated statement of operations. We expect to incur additional PLK Transaction costs through 2018 as we integrate the operations of PLK.
Integration Costs
In connection with the implementation of initiatives to integrate the back-office processes of TH and BK to enhance efficiencies, we incurred $4.4 million and $10.4 million related to these initiatives during the three and nine months ended September 30, 2016, primarily consisting of professional fees.

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PLK SegmentThree Months Ended September 30,VarianceFX Impact (a)Variance Excluding FX ImpactNine Months Ended September 30,VarianceFX Impact (a)Variance Excluding FX Impact
20222021 Favorable / (Unfavorable)20222021 Favorable / (Unfavorable)
Revenues:
Sales$21 $13 $8 $— $8 $58 $48 $10 $— $10 
Franchise and property revenues78 72 6 (1)7 230 212 18 (2)20 
Advertising revenues and other services65 58 7 — 7 189 174 15 — 15 
Total revenues164 143 21 (1)22 477 434 43 (2)45 
Cost of sales19 12 (7)— (7)54 43 (11)— (11)
Franchise and property expenses2 3 1 — 1 9 7 (2)— (2)
Advertising expenses and other services66 59 (7)— (7)191 176 (15)— (15)
Segment G&A16 15 (1)— (1)48 42 (6)— (6)
Segment depreciation and amortization (b)2 1 (1)— (1)5 5 — — — 
Segment income62 57 5 (1)6 179 171 8 (2)10 
Results of Operations for the Three and Nine Months Ended September 30, 2017 and 2016
Tabular amounts in millions of U.S. dollars unless noted otherwise.
FHS SegmentThree Months Ended September 30, 2022Nine Months Ended September 30, 2022
Revenues:
Sales$9 $29 
Franchise and property revenues21 63 
Advertising revenues and other services8 10 
Total revenues38 102 
Cost of sales9 26 
Franchise and property expenses2 6 
Advertising expenses and other services7 8 
Segment G&A9 25 
Segment depreciation and amortization (b)1 2 
Segment income13 40 

43
ConsolidatedThree Months Ended
September 30,		 Variance FX Impact Variance Excluding FX Impact Nine Months Ended
September 30,		 Variance FX Impact Variance Excluding FX Impact
 2017 2016  Favorable / (Unfavorable) 2017 2016  Favorable / (Unfavorable)
Revenues:                   
Sales$631.6
 $586.4
 $45.2
 $20.6
 $24.6
 $1,784.1
 $1,635.5
 $148.6
 $15.6
 $133.0
Franchise and property revenues577.0
 489.3
 87.7
 9.8
 77.9
 1,557.8
 1,398.9
 158.9
 3.7
 155.2
Total revenues1,208.6
 1,075.7
 132.9
 30.4
 102.5
 3,341.9
 3,034.4
 307.5
 19.3
 288.2
Operating costs and expenses:                   
Cost of sales493.3
 457.1
 (36.2) (16.0) (20.2) 1,376.9
 1,285.7
 (91.2) (12.4) (78.8)
Franchise and property expenses118.5
 109.8
 (8.7) (3.2) (5.5) 343.2
 323.5
 (19.7) (1.9) (17.8)
Selling, general and administrative expenses100.1
 82.2
 (17.9) (2.1) (15.8) 318.7
 228.5
 (90.2) (1.4) (88.8)
(Income) loss from equity method investments(4.1) (2.6) 1.5
 —
 1.5
 (8.9) (16.6) (7.7) (0.1) (7.6)
Other operating expenses (income), net21.5
 8.7
 (12.8) (0.6) (12.2) 82.1
 38.2
 (43.9) 0.6
 (44.5)
Total operating costs and expenses729.3
 655.2
 (74.1) (21.9) (52.2) 2,112.0
 1,859.3
 (252.7) (15.2) (237.5)
Income from operations479.3
 420.5
 58.8
 8.5
 50.3
 1,229.9
 1,175.1
 54.8
 4.1
 50.7
Interest expense, net136.0
 117.3
 (18.7) 0.1
 (18.8) 375.4
 349.6
 (25.8) (0.1) (25.7)
Loss on early extinguishment of debt58.2
 —
 (58.2) —
 (58.2) 78.6
 —
 (78.6) —
 (78.6)
Income before income taxes285.1
 303.2
 (18.1) 8.6
 (26.7) 775.9
 825.5
 (49.6) 4.0
 (53.6)
Income tax expense38.3
 64.6
 26.3
 1.5
 24.8
 119.0
 171.0
 52.0
 0.2
 51.8
Net income$246.8
 $238.6
 $8.2
 $10.1
 $(1.9) $656.9
 $654.5
 $2.4
 $4.2
 $(1.8)
                    
TH SegmentThree Months Ended
September 30,		 Variance FX Impact Variance Excluding FX Impact Nine Months Ended
September 30,		 Variance FX Impact Variance Excluding FX Impact
 2017 2016  Favorable / (Unfavorable) 2017 2016  Favorable / (Unfavorable)
Revenues:                   
Sales$585.5
 $563.0
 $22.5
 $20.4
 $2.1
 $1,666.8
 $1,565.8
 $101.0
 $14.7
 $86.3
Franchise and property revenues241.5
 226.9
 14.6
 8.5
 6.1
 666.1
 641.7
 24.4
 6.6
 17.8
Total revenues827.0
 789.9
 37.1
 28.9
 8.2
 2,332.9
 2,207.5
 125.4
 21.3
 104.1
Cost of sales454.2
 436.7
 (17.5) (15.9) (1.6) 1,273.8
 1,226.4
 (47.4) (11.7) (35.7)
Franchise and property expenses83.2
 77.7
 (5.5) (3.0) (2.5) 240.7
 224.8
 (15.9) (2.5) (13.4)
Segment SG&A24.1
 17.0
 (7.1) (0.5) (6.6) 71.4
 48.3
 (23.1) (0.4) (22.7)
Segment depreciation and amortization(a)
26.1
 25.7
 (0.4) (0.8) 0.4
 75.9
 76.9
 1.0
 (0.7) 1.7
Segment income (b)
294.4
 287.1
 7.3
 10.5
 (3.2) 831.7
 793.9
 37.8
 7.6
 30.2
                    
BK SegmentThree Months Ended
September 30,		 Variance FX Impact Variance Excluding FX Impact Nine Months Ended
September 30,		 Variance FX Impact Variance Excluding FX Impact
 2017 2016  Favorable / (Unfavorable) 2017 2016  Favorable / (Unfavorable)
Revenues:                   
Sales$23.4
 $23.4
 $—
 $0.2
 $(0.2) $71.6
 $69.7
 $1.9
 $0.9
 $1.0
Franchise and property revenues290.2
 262.4
 27.8
 1.3
 26.5
 802.7
 757.2
 45.5
 (2.9) 48.4
Total revenues313.6
 285.8
 27.8
 1.5
 26.3
 874.3
 826.9
 47.4
 (2.0) 49.4
Cost of sales21.3
 20.4
 (0.9) (0.1) (0.8) 66.1
 59.3
 (6.8) (0.7) (6.1)
Franchise and property expenses33.1
 32.1
 (1.0) (0.2) (0.8) 98.0
 98.7
 0.7
 0.6
 0.1
Segment SG&A38.0
 43.5
 5.5
 (0.5) 6.0
 110.3
 122.9
 12.6
 (0.1) 12.7
Segment depreciation and amortization (a)
12.7
 12.0
 (0.7) (0.1) (0.6) 37.9
 35.9
 (2.0) —
 (2.0)
Segment income233.9
 201.8
 32.1
 0.8
 31.3
 637.8
 581.9
 55.9
 (2.2) 58.1

39


(b)TH segment income includes $2.8 million and $2.9 million of cash distributions received from equity method investments for the three months ended September 30, 2017 and 2016, respectively. TH segment income includes $8.8 million and $9.0 million of cash distributions received from equity method investments for the nine months ended September 30, 2017 and 2016, respectively.
 Three Months Ended
September 30,		 Nine Months Ended
September 30,
Key Business Metrics2017 2016 2017 2016
Comparable sales       
    TH0.3 % 2.0% (0.2)% 3.3%
    BK3.6 % 1.7% 2.6 % 2.2%
    PLK (c)(1.8)% 1.8% (1.5)% 1.4%
System-wide sales growth       
    TH3.0 % 4.8% 3.0 % 6.1%
    BK11.2 % 7.0% 9.4 % 7.5%
    PLK (c)4.5 % 8.3% 4.6 % 7.0%
System-wide sales       
    TH$1,812.3
 $1,690.4
 $4,971.8
 $4,783.0
    BK$5,335.0
 $4,776.7
 $14,773.1
 $13,557.6
    PLK (c)$897.3
 $781.6
 $2,623.5
 $2,519.0
        
     As of
     September 30, 2017 September 30, 2016
Net restaurant growth       
    TH    4.2 % 3.4%
    BK    6.6 % 3.9%
    PLK (d)    5.9 % 5.9%
Restaurant count       
    TH    4,680
 4,492
    BK   ��16,253
 15,243
    PLK (d)    2,809
 2,653
(c)For the nine months ended September 30, 2017, PLK comparable sales, system-wide sales growth and system-wide sales are for the period from December 26, 2016 through September 30, 2017 and are calculated using the same period in the prior year (December 26, 2015 through September 30, 2016). For 2016, PLK figures are shown for information purposes only and are consistent with PLK's former fiscal calendar. Consequently, results for 2017 may not be comparable to those of 2016.
(d)For 2017, net restaurant growth is for the period from October 3, 2016 through September 30, 2017 and from October 5, 2015 through October 2, 2016 for the comparative period. Restaurant count is as of September 30, 2017 for the current period, and as of October 2, 2016 for the comparative period, inclusive of temporary closures.
Comparable Sales
TH comparable sales of 0.3% forwere 9.8% during the three months ended September 30, 2017 was primarily driven by2022, including Canada comparable sales of 0.6%11.1%. TH comparable sales of (0.2)%were 10.2% during the nine months ended September 30, 2017 was primarily driven by flat2022, including Canada comparable sales.sales of 11.9%.
BK comparable sales of 3.6% and 2.6%were 10.3% during the three months ended September 30, 2022, including rest of the world comparable sales of 15.2% and U.S. comparable sales of 4.0%. BK comparable sales were 10.2% during the nine months ended September 30, 2017, respectively, was primarily driven by2022, including rest of the world comparable sales of 17.7% and U.S. comparable sales of 4.0% and 1.7% during such periods.1.3%.
PLK comparable sales of (1.8)% and (1.5)%were 3.1% during the three andmonths ended September 30, 2022, including U.S. comparable sales of 1.3%. PLK comparable sales were 0.5% during the nine months ended September 30, 2017, respectively, was primarily driven by2022, including U.S. comparable sales of (2.6)(1.1)% and (2.1)%.
FHS comparable sales were flat during such periods.

40

0.3%. FHS comparable sales were 0.8% during the nine months ended September 30, 2022, including U.S. comparable sales of 1.1%.
Sales and Cost of Sales
Sales include TH supply chain sales and sales from Company restaurants. SupplyTH supply chain sales represent sales of products, supplies and restaurant equipment, other than equipment sales related to initial restaurant establishment or renovations, which are shipped directly from our warehouses or by third-party distributors to restaurants or retailers, as well as sales to retailers. Sales from Company restaurants, including sales by our consolidated TH Restaurant VIEs, represent restaurant-level sales to our guests.
Cost of sales includes costs associated with the management of our TH supply chain, including cost of goods, direct labor and depreciation, as well as the cost of goods delivered by third-party distributors to the restaurants for which we manage the supply chain logistics, and for products sold throughto retailers. Cost of sales also includes food, paper and labor costs of Company restaurants, which includes costs incurred byincluding our consolidated TH Restaurant VIEs (see Note 3 to the accompanying unaudited condensed consolidated financial statements for additional information on Restaurant VIEs).Restaurants VIEs.
During the three months ended September 30, 2017,2022, the increase in sales was driven by the inclusionan increase of $22.7$137 million from our PLK segment, a $2.1 million increase in our TH segment, the inclusion of FHS of $9 million, an increase of $8 million in our PLK segment, and a favorable FX Impactan increase of $20.6 million, partially offset by a decrease of $0.2$3 million in our BK segment.segment, partially offset by an unfavorable FX Impact of $19 million. The increase in our TH segment was primarily driven by an $18.8 million increase in supply chain sales primarily reflecting growthdue to an increase in system widesystem-wide sales partially offset by a $16.7 million decreaseas well as increases in our TH Company restaurant revenue, primarily from the conversion of Restaurant VIEscommodity prices passed on to franchise restaurants.franchisees and an increase in sales to retailers.
During the nine months ended September 30, 2017,2022, the increase in sales was driven by an $86.3increase of $354 million increase in our TH segment, the inclusion of $45.7FHS of $29 million, froman increase of $10 million in our PLK segment, and an increase of $1.0$3 million in our BK segment, and a $15.6 million favorablepartially offset by an unfavorable FX Impact.Impact of $38 million. The increase in our TH segment was primarily driven by a $127.2 millionan increase in supply chain sales primarily reflecting growthdue to an increase in system widesystem-wide sales as well as increases in commodity prices passed on to franchisees and the launch of our espresso-based beverage platform, partially offset by a $40.9 million decreasean increase in our TH Company restaurant revenue, primarily from the conversion of Restaurant VIEssales to franchise restaurants.retailers.
During the three months ended September 30, 2017,2022, the increase in cost of sales was driven primarily by the inclusionan increase of $17.8$121 million from our PLK segment, a $1.6 million increase in our TH segment, a $0.8the inclusion of FHS of $9 million, an increase of $7 million in our PLK segment, and an increase of $3 million in our BK segment, andpartially offset by a $16.0 million unfavorablefavorable FX Impact.Impact of $15 million. The increase in our TH segment was primarily due to a $14.1 million increase in supply chain cost of sales driven by thean increase in supply chain sales, described above. This factor was partially offset by a $12.5 million decreaseincreases in Company restaurant cost ofcommodity prices and an increase in sales primarily from the conversion of Restaurant VIEs to franchise restaurants.retailers.
During the nine months ended September 30, 2017,2022, the increase in cost of sales was driven primarily by the inclusionan increase of $37.0$322 million from our PLK segment, a $35.7 million increase in our TH segment, a $6.1the inclusion of FHS of $26 million, an increase of $11 million in our PLK segment, and an increase of $6 million in our BK segment, andpartially offset by a $12.4 million unfavorablefavorable FX Impact.Impact of $30 million. The increase in our TH segment was primarily due to a $71.0 million increase in supply chain cost of sales driven by thean increase in supply chain sales, described above, netincreases in commodity prices and an increase in sales to retailers.

44
Franchise and Property
Franchise and property revenues consist primarily of royalties earned on franchise sales, rents from real estate leased or subleased to franchisees, franchise fees, revenues derived from equipment packages at establishment of a restaurant and in connection with renewal or renovation, and other revenue. Franchise and property expenses consist primarily of depreciation of properties leased to franchisees, rental expense associated with properties subleased to franchisees, costs of equipment packages sold at establishment of a restaurant and in connection with renewal or renovation, amortization of franchise agreements, and bad debt expense (recoveries).
During the three months ended September 30, 2017,2022, the increase in franchise and property revenues was driven by the inclusionan increase of $45.3$34 million from our PLK segment, a $26.5 million increase in our BK segment, a $6.1an increase of $27 million increase in our TH segment, the inclusion of FHS of $21 million, and a $9.8an increase of $7 million favorablein our PLK segment, partially offset by an unfavorable FX Impact.Impact of $26 million. The increaseincreases were primarily driven by increases in royalties in our BK, TH and PLK segments and increases in rent in our TH segments was primarily due to an increasesegment, as a result of increases in royalties, driven by system-wide sales growth.sales.
During the nine months ended September 30, 2017,2022, the increase in franchise and property revenues was driven by the inclusionan increase of $89.0$95 million from our PLK segment, a $48.4 million increase in our BK segment, a $17.8an increase of $70 million increase in our TH segment, the inclusion of FHS of $63 million, and a $3.7an increase of $20 million favorablein our PLK segment, partially offset by an unfavorable FX Impact.Impact of $54 million. The increaseincreases were primarily driven by increases in royalties in our BK, TH and PLK segments and increases in rent in our TH segments was primarily due to an increasesegment, as a result of increases in royalties, driven by system-wide sales growth.

41

sales.
During the three months ended September 30, 2017,2022, the increase in franchise and property expenses was driven by an increase of $12 million in our BK segment, an increase of $6 million in our TH segment, and the inclusion of FHS of $2 million, partially offset by a $2.5favorable FX Impact of $3 million and a decrease of $1 million in our PLK segment. The increase in our BK segment was primarily related to the timing of convention expenses, which were offset by convention revenues and incurred in the third quarter in 2022 compared to the fourth quarter in 2021, and bad debt expense in the current year compared to bad debt recoveries in the prior year. The increase in our TH segment was primarily related to convention expenses in the inclusion of $2.2 million from our PLK segment, a $0.8 million increasecurrent year, which were mostly offset by convention revenues, with no convention expenses incurred in our BK segment, and a $3.2 million unfavorable FX Impact.the prior year.
During the nine months ended September 30, 2017,2022, the increase in franchise and property expenses was driven by a $13.4an increase of $25 million in our BK segment, an increase of $7 million in our TH segment, the inclusion of $4.5FHS of $6 million, and an increase of $2 million in our PLK segment, partially offset by a favorable FX impact of $6 million. The increase in our BK segment was primarily related to bad debt expenses in the current year, primarily related to Russia, compared to bad debt recoveries in the prior year and the timing of convention expenses, which were offset by convention revenues and incurred in the third quarter in 2022 compared to the fourth quarter in 2021. The increase in our TH segment was primarily related to convention expenses in the current year, which were mostly offset by convention revenues, with no convention expenses incurred in the prior year.
Advertising and Other Services
Advertising revenues and other services consist primarily of advertising contributions earned on franchise sales and are based on a percentage of sales reported by franchise restaurants and intended to fund advertising expenses. Other services consist primarily of fees from digital sales that partially offset expenses related to technology initiatives. Advertising expenses and other services consist primarily of expenses relating to marketing, advertising and promotion, including market research, production, advertising costs, sales promotions, social media campaigns, technology initiatives, depreciation and amortization and other related support functions for the respective brands. We generally manage advertising expenses to equal advertising revenues in the long term, however in some periods there may be a mismatch in the timing of revenues and expense or higher expenses due to our support initiatives behind the marketing programs.
During the three months ended September 30, 2022, the increase in advertising revenues and other services was driven by an increase of $12 million in our TH segment, the inclusion of FHS of $8 million, an increase of $7 million in our PLK segment, and a $1.9an increase of $6 million in our BK segment, partially offset by an unfavorable FX Impact of $3 million. The increases in our TH, PLK and BK segments were primarily driven by increases in system-wide sales.
During the nine months ended September 30, 2022, the increase in advertising revenues and other services was driven by an increase of $37 million in our TH segment, an increase of $15 million in our BK segment, an increase of $15 million in our PLK segment, and the inclusion of FHS of $10 million, partially offset by an unfavorable FX Impact of $6 million. The increases in our TH, BK and PLK segments were primarily driven by increases in system-wide sales.
45
During the three months ended September 30, 2022, the increase in advertising expenses and other services was driven by an increase of $13 million in our BK segment, an increase of $8 million in our TH segment, an increase of $7 million in our PLK segment, and the inclusion of FHS of $7 million, partially offset by a $0.1 million decreasefavorable FX Impact of $4 million. The increases in our BK, segment.TH and PLK segments were driven primarily by increases in advertising revenues and other services. Additionally, our BK segment reflects increases in expenses related to technology initiatives and bad debt expenses in the current year compared to bad debt recoveries in the prior year and our TH segment reflects the non-recurrence of our support behind the prior year marketing program in Canada.
Selling, During the nine months ended September 30, 2022, the increase in advertising expenses and other services was driven by an increase of $23 million in our BK segment, an increase of $18 million in our TH segment, an increase of $15 million in our PLK segment, and the inclusion of FHS of $8 million, partially offset by a favorable FX Impact of $7 million. The increases in our BK, TH and PLK segments were driven primarily by increases in advertising revenues and other services. Additionally, our BK segment reflects increases in expenses related to technology initiatives and bad debt expenses in the current year compared to bad debt recoveries in the prior year and our TH segment reflects the non-recurrence of our support behind the prior year marketing program in Canada.
General and Administrative Expenses
Our selling, general and administrative expenses were comprisedconsisted of the following:
Three Months Ended September 30,VarianceNine Months Ended September 30,Variance
Three Months Ended
September 30,		 Variance Nine Months Ended
September 30,		 Variance$%$%
 $ % $ %20222021Favorable / (Unfavorable)20222021Favorable / (Unfavorable)
2017 2016 Favorable / (Unfavorable) 2017 2016 Favorable / (Unfavorable)
Segment SG&A:               
Segment G&A:Segment G&A:
TH$24.1
 $17.0
 $(7.1) (41.8)% $71.4
 $48.3
 $(23.1) (47.8)%TH$31 $27 $(4)(14.8)%$92 $77 $(15)(19.5)%
BK38.0
 43.5
 5.5
 12.6 % 110.3
 122.9
 12.6
 10.3 %BK45 38 (7)(18.4)%130 114 (16)(14.0)%
PLK12.8
 —
 (12.8) NM
 27.2
 —
 (27.2) NM
PLK16 15 (1)(6.7)%48 42 (6)(14.3)%
FHSFHS9 — (9)NM25 — (25)NM
Share-based compensation and non-cash incentive compensation expense12.5
 11.8
 (0.7) (5.9)% 42.9
 31.0
 (11.9) (38.4)%Share-based compensation and non-cash incentive compensation expense34 25 (9)(36.0)%93 71 (22)(31.0)%
Depreciation and amortization5.8
 5.5
 (0.3) (5.5)% 17.1
 15.9
 (1.2) (7.5)%Depreciation and amortization6 6 — — %18 15 (3)(20.0)%
PLK Transaction costs6.9
 —
 (6.9) NM
 49.8
 —
 (49.8) NM
Integration costs—
 4.4
 4.4
 NM
 —
 10.4
 10.4
 NM
Selling, general and administrative expenses$100.1
 $82.2
 $(17.9) (21.8)% $318.7
 $228.5
 $(90.2) (39.5)%
FHS Transaction costsFHS Transaction costs3 — (3)NM8 — (8)NM
Corporate restructuring and tax advisory feesCorporate restructuring and tax advisory fees12 4 (8)(200.0)%21 8 (13)(162.5)%
General and administrative expensesGeneral and administrative expenses$156 $115 $(41)(35.7)%$435 $327 $(108)(33.0)%
NM - not meaningful
Segment selling, general and administrative expenses (“Segment SGG&A”) include segment selling expenses, which consist primarily of Company restaurant advertising fund contributions, and segment general and administrative expenses, which are comprised primarily of salary and employee-related costs for non-restaurant employees, professional fees, information technology systems, and general overhead for our corporate offices. Segment SGG&A excludes share-based compensation and non-cash incentive compensation expense, depreciation and amortization, PLKFHS Transaction costs and integration costs.Corporate restructuring and tax advisory fees.
During the three and nine months ended September 30, 2017,2022, the increases in Segment G&A for our TH, Segment SG&A increasedBK and PLK segments were primarily due to an increase in salariesdriven by higher salary and benefitsemployee-related costs for non-restaurant employees, largely a result of hiring across a number of key areas including operations and an unfavorable FX Impact. During the same period, BK Segment SG&A decreased primarily due to a decrease in salaries and benefits, partially offset by an unfavorable FX Impact.franchising.
During the three and nine months ended September 30, 2017,2022, the increase in share-based compensation and non-cash incentive compensation expense was primarily due primarily to additionalan increase in equity awards granted.
Duringgranted during 2022, shorter vesting periods for equity awards granted in 2022 and 2021, and for the nine months ended September 30, 2017,2022 the increase in share-based compensation and non-cash incentive compensation expense was due primarily to an increase innon-recurrence of equity award modifications, an increaseforfeitures during 2021.
In connection with the Firehouse Subs acquisition, we incurred certain non-recurring fees and expenses (“FHS Transaction costs”) consisting of professional fees, compensation related expenses and integration costs. We expect to incur additional FHS Transaction costs during the remainder of 2022 and early 2023.
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In connection with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movement within our structure, including services related to significant tax reform legislation, regulations and related restructuring initiatives, we incurred expenses primarily from professional advisory and consulting services (“Corporate restructuring and tax advisory fees”). We expect to incur additional Corporate restructuring and tax advisory fees during the remeasurementremainder of liability-classified2022 and non-employee equity awards to fair value, and an increase due to additional equity awards granted.
During the three and nine months ended September 30, 2017, the increase in depreciation and amortization expense was primarily due to depreciation related to information technology capital expenditures during 2016.2023.
(Income) Loss from Equity Method Investments
(Income) loss from equity method investments reflects our share of investee net income or loss and non-cash dilution gains or losses from changes in our ownership interests in equity method investees, and basis difference amortization.

42

investees.
The change in (income) loss from equity method investments during the three months ended September 30, 2017 was primarily driven by improved results of our TH and BK equity method investments.
The change in (income) loss from equity method investments during the nine months ended September 30, 20172022 was primarily driven by the prior year recognition of an $11.6 million increase to the carrying value of our investment balance and a non-cash dilution gain included in (income) loss from equity method investments on the issuance of capital stock by one of our equity method investees, partially offset by improved results of our BK equity method investments ininvestment net losses that we recognized during the current period.year.
Other Operating Expenses (Income), net
Our other operating expenses (income), net were comprisedconsisted of the following:
Three Months Ended
September 30,		 Nine Months Ended
September 30,		Three Months Ended September 30,Nine Months Ended September 30,
2017 2016 2017 20162022202120222021
Net losses (gains) on disposal of assets, restaurant closures, and refranchisings$3.4
 $3.3
 $14.9
 $19.6
Net losses (gains) on disposal of assets, restaurant closures, and refranchisings$1 $2 $2 $1 
Litigation settlements and reserves, net0.6
 0.4
 1.7
 2.0
Litigation settlements (gains) and reserves, netLitigation settlements (gains) and reserves, net— 4 3 7 
Net losses (gains) on foreign exchange17.7
 4.1
 64.9
 16.1
Net losses (gains) on foreign exchange(30)(23)(82)(58)
Other, net(0.2) 0.9
 0.6
 0.5
Other, net2 1 9 — 
Other operating expenses (income), net$21.5
 $8.7
 $82.1
 $38.2
 Other operating expenses (income), net$(27)$(16)$(68)$(50)
Net losses (gains) on disposal of assets, restaurant closures, and refranchisings represent sales of properties and other costs related to restaurant closures and refranchisings. Gains and losses recognized in the current period may reflect certain costs related to closures and refranchisings that occurred in previous periods. Net losses (gains) on disposals of assets, restaurant closures, and refranchisings for the three and nine months ended September 30, 2017 and the three and nine months ended September 30, 2016 primarily reflects losses in connection with refranchisings in our TH business.
Net losses (gains) on foreign exchange is primarily related to revaluation of foreign denominated assets and liabilities.liabilities, primarily those denominated in Euros and Canadian dollars.
Interest Expense, net
Our interest expense, net and the weighted average interest rate on our long-term debt were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Interest expense, net$133 $128 $389 $378 
Weighted average interest rate on long-term debt4.5 %4.2 %4.2 %4.2 %
During the three months ended September 30, 2022, interest expense, net increased primarily due to an increase in the weighted average interest rate driven by increases in interest rates and an increase in long-term debt. During the nine months ended September 30, 2022, interest expense, net increased primarily due to an increase in long-term debt. We expect interest rates to continue to increase during the remainder of 2022 and into 2023.
Income Tax Expense (Benefit)
Our effective tax rate was (23.8)% and 16.7% for the three months ended September 30, 2022 and 2021, respectively. The effective tax rate for the three months ended September 30, 2022 included a net decrease in tax reserves of $171 million related primarily to expiring statutes of limitations for certain prior tax years which decreased the effective tax rate by 39.9%. Our effective tax rate was unfavorably impacted by changes to the relative mix of our income from multiple tax jurisdictions and lower excess tax benefits from equity-based compensation, partially offset by favorable structural changes. There may continue to be some quarter-to-quarter volatility of our effective tax rate as our mix of income from multiple tax jurisdictions
47
 Three Months Ended
September 30,		 Nine Months Ended
September 30,
 2017 2016 2017 2016
Interest expense, net$136.0
 $117.3
 $375.4
 $349.6
Weighted average interest rate on long-term debt4.8% 5.2% 4.9% 5.2%
and related income forecasts change due to recent macroeconomic events such as the COVID-19 pandemic, the war in Ukraine and higher levels of inflation.
DuringOur effective tax rate was 1.5% and 7.7% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate for the nine months ended September 30, 2022 included a net decrease in tax reserves of $171 million related primarily to expiring statutes of limitations for certain prior tax years which decreased the effective tax rate by 14.7%. Our effective tax rate was favorably impacted by structural changes, partially offset by unfavorable changes to the relative mix of our income from multiple tax jurisdictions and lower excess tax benefits from equity-based compensation. The effective tax rate for the nine months ended September 30, 2021 included a net decrease in tax reserves of $87 million related primarily to expiring statutes of limitation for certain prior tax years which decreased the effective tax rate by 8.1%.
On December 28, 2021, the U.S. Treasury Department released final regulations (T.D. 9959, published in the Federal Register on January 4, 2022) restricting the ability to credit certain foreign taxes, applicable prospectively starting January 1, 2022. Due to these new regulations, we released discretely during the three and nine months ended September 30, 2017, interest expense, net increased primarily due to higher outstanding debt from incremental term loans and the issuance of senior notes during 2017, partially offset by an increase in interest income and a lower weighted average interest rate.
Loss on Early Extinguishment of Debt
During the three and nine months ended September 30, 2017, we recorded a $58.2 million and $78.6 million loss on early extinguishment of debt, respectively, which primarily reflects the payment of premiums to redeem2022 a portion of the valuation allowance on our second lien notes during September 2017 andforeign tax credit carryforwards. Based on our current analysis, we do not expect these regulations to have a material, ongoing impact as we anticipate being in an excess credit position prospectively.
On August 16, 2022, President Biden signed into law the write-offInflation Reduction Act of unamortized debt issuance costs and discounts in connection with2022 (“IRA”) which contains provisions effective January 1, 2023, including a 15% corporate alternative minimum tax based on adjusted financial statement income. While we do not currently expect the refinancing ofIRA to have a material impact on our Term Loan Facility and the redemption of a portion of our second lien notes.
Income Tax Expense
Our effective tax rate was 13.4% and 15.3% for the three and nine months ended September 30, 2017, respectively, and 21.3% and 20.7% for the comparable periods in 2016, respectively. The effective tax rate was reduced by 6.8% and 4.5% for the three and nine months ended September 30, 2017, respectively, as a result of excess tax benefits from share-based

43

compensation which are now recorded as a reduction to the income tax provision as a result of the required adoption of a new share-based compensation accounting standard (see Note 4 to the accompanying unaudited condensed consolidated financial statements). Additionally, our effective tax rate for the three and nine months ended September 30, 2017 benefited from the impact of our financing structure and net audit-related reserve releases, partially offset by non-deductible PLK Transaction costs.statements, we will continue to evaluate its effect as further guidance becomes available.
Net Income
We reported net income of $246.8$530 million for the three months ended September 30, 2017,2022, compared to net income of $238.6$329 million for the three months ended September 30, 2016.2021. The increase in net income is primarily asdue to an income tax benefit of $102 million in the current year compared to an income tax expense of $65 million in the prior year, a result of increases in segment income$27 million increase in TH and BK totaling $39.4 million,segment income, the inclusion of $36.8FHS segment income of $13 million, a $11 million favorable change in the results from other operating expenses (income), net, the non-recurrence of $11 million of loss on early extinguishment of debt, a $5 million increase in PLK segment income, and a $26.3$4 million decrease in income tax expensedepreciation and the non-recurrence of $4.4 million in Integration costs.amortization. These factors were partially offset by a $58.2$10 million loss on early extinguishment of debt, an $18.7 million increasedecrease in interest expense, net, a $12.8 million increase in other operating expenses (income), net, and $6.9 million of PLK Transaction costs.
We reported net income of $656.9 million for the nine months ended September 30, 2017, compared to net income of $654.5 million for the nine months ended September 30, 2016. The increase in net income is primarily as a result of increases in segment income in TH and BK totaling $93.7 million, the inclusion of $70.0 million of PLK segment income, a $52.0 million decrease in income tax expense and the non-recurrence of $10.4 million in Integration costs. These factors were partially offset by a $78.6 million loss on early extinguishment of debt, $49.8 million of PLK Transaction costs, a $43.9 million increase in other operating expenses (income), net, a $25.8 million increase in interest expense, net, an $11.9$9 million increase in share-based compensation and non-cash incentive compensation expense, an $8 million increase in Corporate restructuring and tax advisory fees, a $5 million increase in interest expense, net, $3 million of FHS transaction costs and a $7.5$2 million decreaseunfavorable change from the impact of equity method investments. Amounts above include a total unfavorable FX Impact to net income of $27 million.
We reported net income of $1,146 million for the nine months ended September 30, 2022, compared to net income of $991 million for the nine months ended September 30, 2021. The increase in net income is primarily due to a $72 million increase in TH segment income, a $66 million decrease in income tax expense, the inclusion of FHS segment income of $40 million, a $18 million favorable change in the results from other operating expenses (income), net, the non-recurrence of $11 million of loss on early extinguishment of debt, an $8 million increase in PLK segment income, a $7 million decrease in depreciation and amortization, and a $6 million increase in BK segment income. These factors were partially offset by a $22 million increase in share-based compensation and non-cash incentive compensation expense, a $19 million unfavorable change from the impact of equity method investments, a $13 million increase in Corporate restructuring and tax advisory fees, an $11 million increase in interest expense, net, and $8 million of FHS transaction costs. Amounts above include a total unfavorable FX Impact to net income of $52 million.
Non-GAAP Reconciliations
The table below contains information regarding EBITDA and Adjusted EBITDA, which are non-GAAP measures. These non-GAAP measures do not have a standardized meaning under U.S. GAAP and may differ from similar captioned measures of other companies in our industry. We believe that these non-GAAP measures are useful to investors in assessing our operating performance, as it providesthey provide them with the same tools that management uses to evaluate our performance and is responsive to questions we receive from both investors and analysts. By disclosing these non-GAAP measures, we intend to provide investors with a consistent comparison of our operating results and trends for the periods presented. EBITDA is defined as earnings (net income or loss) before interest expense, net, (gain) loss on early extinguishment of debt, income tax (benefit) expense, and depreciation and amortization and is used by management to measure operating performance of the business. Adjusted EBITDA is defined as EBITDA excluding (i) the non-cash impact of share-based compensation and non-cash incentive compensation expense, and(ii) (income) loss from equity method investments, net of cash distributions received from equity method investments, as well as(iii) other operating expenses (income), net. Other specifically identifiednet and, (iv) income/expenses from non-recurring projects and
48
non-operating activities. For the periods referenced, income/expenses from non-recurring projects and non-operating activities included (i) non-recurring fees and expense incurred in connection with the Firehouse Acquisition consisting of professional fees, compensation related expenses and integration costs; and (ii) costs from professional advisory and consulting services associated with non-recurringcertain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movements, including services related to significant tax reform legislation, regulations and related restructuring initiatives. Management believes that these types of expenses are either not related to our underlying profitability drivers or not likely to re-occur in the foreseeable future and the varied timing, size and nature of these projects are also excluded from Adjusted EBITDA, including PLK Transaction costs associated withmay cause volatility in our results unrelated to the Popeyes Acquisition and integration costs associated with the acquisitionperformance of Tim Hortons. our core business that does not reflect trends of our core operations.
Adjusted EBITDA is used by management to measure operating performance of the business, excluding these non-cash and other specifically identified items that management believes are not relevant to management’s assessment of our operating performance or the performance of an acquired business.performance. Adjusted EBITDA, as defined above, also represents our measure of segment income for each of our threefour operating segments.


44

Three Months Ended
September 30,		 Variance Nine Months Ended
September 30,		 VarianceThree Months Ended September 30,VarianceNine Months Ended September 30,Variance
 $ % $ %$%$%
2017 2016 Favorable / (Unfavorable) 2017 2016 Favorable / (Unfavorable)20222021Favorable / (Unfavorable)20222021Favorable / (Unfavorable)
Segment income:               Segment income:
TH$294.4
 $287.1
 $7.3
 2.5 % $831.7
 $793.9
 $37.8
 4.8 %TH$305 $278 $27 9.6 %$810 $738 $72 9.7 %
BK233.9
 201.8
 32.1
 15.9 % 637.8
 581.9
 55.9
 9.6 %BK262 272 (10)(3.8)%761 755 6 0.8 %
PLK36.8
 —
 36.8
 NM
 70.0
 —
 70.0
 NM
PLK62 57 5 10.4 %179 171 8 5.0 %
FHSFHS13 — 13 NM40 — 40 NM
Adjusted EBITDA565.1
 488.9
 76.2
 15.6 % 1,539.5
 1,375.8
 163.7
 11.9 %Adjusted EBITDA642 607 35 5.8 %1,790 1,664 126 7.6 %
Share-based compensation and non-cash incentive compensation expense12.5
 11.8
 (0.7) (5.9)% 42.9
 31.0
 (11.9) (38.4)%Share-based compensation and non-cash incentive compensation expense34 25 (9)(36.0)%93 71 (22)(31.0)%
PLK Transaction costs6.9
 —
 (6.9) NM
 49.8
 —
 (49.8) NM
Integration costs—
 4.4
 4.4
 NM
 —
 10.4
 10.4
 NM
FHS Transaction costsFHS Transaction costs3 — (3)NM8 — (8)NM
Corporate restructuring and tax advisory feesCorporate restructuring and tax advisory fees12 4 (8)(200.0)%21 8 (13)(162.5)%
Impact of equity method investments (a)(1.3) 0.3
 1.6
 NM (0.1) (7.6) (7.5) 98.7 %Impact of equity method investments (a)13 11 (2)(18.2)%41 22 (19)(86.4)%
Other operating expenses (income), net21.5
 8.7
 (12.8) NM
 82.1
 38.2
 (43.9) (114.9)%Other operating expenses (income), net(27)(16)11 NM(68)(50)18 (36.0)%
EBITDA525.5
 463.7
 61.8
 13.3 % 1,364.8
 1,303.8
 61.0
 4.7 %EBITDA607 583 24 4.1 %1,695 1,613 82 5.1 %
Depreciation and amortization46.2
 43.2
 (3.0) (6.9)% 134.9
 128.7
 (6.2) (4.8)%Depreciation and amortization46 50 4 8.0 %143 150 7 4.7 %
Income from operations479.3
 420.5
 58.8
 14.0 % 1,229.9
 1,175.1
 54.8
 4.7 %Income from operations561 533 28 5.3 %1,552 1,463 89 6.1 %
Interest expense, net136.0
 117.3
 (18.7) (15.9)% 375.4
 349.6
 (25.8) (7.4)%Interest expense, net133 128 (5)(3.9)%389 378 (11)(2.9)%
Loss on early extinguishment of debt58.2
 —
 (58.2) NM
 78.6
 —
 (78.6) NM
Loss on early extinguishment of debt— 11 11 NM— 11 11 NM
Income tax expense38.3
 64.6
 26.3
 40.7 % 119.0
 171.0
 52.0
 30.4 %
Income tax expense (benefit)Income tax expense (benefit)(102)65 167 256.9 %17 83 66 79.5 %
Net income$246.8
 $238.6
 $8.2
 3.4 % $656.9
 $654.5
 $2.4
 0.4 %Net income$530 $329 $201 61.1 %$1,146 $991 $155 15.6 %
NM - not meaningful
(a)Represents (i) (income) loss from equity method investments and (ii) cash distributions received from our equity method investments. Cash distributions received from our equity method investments are included in segment income.
(a)Represents (i) (income) loss from equity method investments and (ii) cash distributions received from our equity method investments. Cash distributions received from our equity method investments are included in segment income.
The increase in Adjusted EBITDA for the three months ended September 30, 2022 reflects the increases in segment income in our TH and PLK segments, and the inclusion of FHS, partially offset by the decrease in segment income in our BK segment. The increase in Adjusted EBITDA for the nine months ended September 30, 2022 reflects the increases in segment income in our TH, PLK and BK segments and the inclusion of FHS. The increase in Adjusted EBITDA includes an unfavorable FX Impact of $26 million and $54 million for the three and nine months ended September 30, 2017 reflects increases in segment income in our TH and BK segments and the inclusion of our PLK segment.2022, respectively.
The increase in EBITDA for the three months ended September 30, 20172022 is primarily due to increases in segment income in our TH and BKPLK segments, the inclusion of PLK segment income, the non-recurrence of integration costs,FHS, and an improvementa favorable change from the impact of equity method investments,other operating expenses (income) net, partially offset by an increasethe decrease in other operating expenses (income), net, PLK Transaction costs recognized in the current period,segment income for our BK segment and an increaseincreases in share-based compensation and non-cash incentive compensation.
compensation expense and Corporate restructuring and tax advisory fees. The increase in EBITDA for the nine months ended September 30, 20172022 is primarily due to increases in segment income in our TH, PLK and BK segments, the inclusion of PLK segment income,FHS, and the non-recurrence of integration costs, partially offset by PLK Transaction costs recognized in the current period, an increase ina favorable change from other operating expenses (income), net, partially offset by an increase in share-based compensation and non-cash incentive compensation and a decreaseexpense, an unfavorable change from the impact of equity method investments.
49
investments, and an increase in Corporate restructuring and tax advisory fees. The increase in EBITDA includes an unfavorable FX Impact of $29 million and $57 million for the three and nine months ended September 30, 2022, respectively.
Liquidity and Capital Resources
Our primary sources of liquidity are cash on hand, cash generated by operations, and borrowings available under our Revolving Credit Facility (as defined below). We have used, and may in the future use, our liquidity to make required interest and/or principal payments, to make distributions on Partnership preferred units (as defined below), to make distributions to RBI for RBI to repurchase its common shares, to repurchase Class B exchangeable limited partnership units of Partnership (“Partnership exchangeable units”), to make a distribution for RBI to redeem all or a portion of the Preferred Shares, to voluntarily prepay and repurchase our or one of our affiliate’s outstanding debt, to fund ouracquisitions such as the Firehouse Acquisition and other investing activities, including the Popeyes Acquisition,such as capital expenditures and joint ventures, and to make distributions on Class A common units and distributions on the Partnership exchangeable units. As a result of our borrowings, we are highly leveraged. Our liquidity requirements are significant, primarily due to debt service and the cash distribution requirements of the Partnership preferred units.requirements.
As of September 30, 2017,2022, we had cash and cash equivalents of $3,547.2 million, a substantial portion of which resulted from proceeds from the May 2017 issuance of the 2017 4.25% Senior Notes (as defined below), borrowing of the Incremental Term Loan No. 2 (as defined below), and proceeds from the settlement and termination of our previous cross-currency rate swaps in June 2017. On October 25, 2017, the RBI board of directors approved the redemption of all of the Preferred Shares on December 12, 2017 (the "Redemption Date"). Partnership is required to make a distribution on the Partnership preferred units in an amount sufficient for RBI to fund the redemption of all of the Preferred Shares. In October 2017 Partnership received an exchange notice representing 9,050,594 Partnership exchangeable units. In accordance with the terms of the partnership

45

agreement, Partnership will satisfy the exchange notice by repurchasing 5,000,000 Partnership exchangeable units for cash and exchanging 4,050,594 Partnership exchangeable units for the same number of newly issued RBI common shares. The exchange date will occur on November 8, 2017 and the repurchase of Partnership exchangeable units for cash will be based on the weighted average trading price of RBI common shares on the New York Stock Exchange in U.S. dollars for the 20 consecutive trading days ending on the last business day prior to the exchange date, per the terms of the partnership agreement. The distribution on the Partnership preferred units to fund the intended redemption of the Preferred Shares and the repurchase of Partnership exchangeable units are both anticipated to be financed with available cash on hand. See Note 19 to the accompanying unaudited condensed consolidated financial statements included in Part I, Item 1 "Financial Statements" of this report.
As of September 30, 2017, we had working capital of $3,022.2$946 million and borrowing availability of $498.4$998 million under our Revolvingsenior secured revolving credit facility (the “Revolving Credit Facility.Facility”). Based on our current level of operations and available cash, we believe our cash flow from operations, combined with our availability under our Revolving Credit Facility, will provide sufficient liquidity to fund our current obligations, distributions on Partnership preferred units, distributions to fund the redemption of Preferred Shares, debt service requirements and capital spending over the next twelve months.
In September 2022, Burger King shared the details of its “Reclaim the Flame” plan to accelerate sales growth and drive franchisee profitability. As part of September 30, 2017, approximately 3% of our consolidated cashthe plan, we will enhance ongoing franchisee investments by investing $400 million over the next two years, comprising $150 million in advertising and cash equivalents balances were helddigital investments and $250 million in countries other than Canadarestaurant technology, kitchen equipment, building enhancements, and the U.S. Undistributed earnings of our foreign subsidiaries for periods prior to the acquisition of Tim Hortons in 2014 are considered indefinitely reinvested for U.S. income tax purposes. Subsequent to then, we record a deferred tax liability for earnings of foreign subsidiaries with U.S. parent companies when such amounts are not considered permanently reinvestedhigh-quality remodels and would be subject to tax in the U.S. upon repatriation of cash.

relocations.
On August 2, 2016,July 28, 2021, the RBI board of directors approved a share repurchase authorization wherein RBI may purchase up to $300.0$1,000 million of RBI common shares through July 2021.until August 10, 2023. Repurchases under RBI’s authorization will be made in the open market or through privately negotiated transactions. If RBI repurchases any RBI common shares, pursuant to the partnership agreement, Partnership will, immediately prior to such repurchase, make a distribution to RBI on its Class A common units in an amount sufficient for RBI to fund such repurchase. During the nine months ended September 30, 2022, RBI repurchased 6,101,364 RBI common shares on the open market for $326 million and Partnership made a distribution to RBI in an amount sufficient for RBI to fund these repurchases. As of September 30, 2022, RBI had $123 million remaining under its share repurchase authorization.
We generally provide applicable deferred taxes based on the tax liability or withholding taxes that would be due upon repatriation of cash associated with unremitted earnings. We will continue to monitor our plans for such cash and related foreign earnings but our expectation is to continue to provide taxes on unremitted earnings that we expect to distribute.
Debt Instruments and Debt Service Requirements
As of September 30, 2017,2022, our long-term debt is comprisedconsists primarily of borrowings under our Credit Facilities, amounts outstanding under our 2017 4.25%3.875% First Lien Senior Notes 2017 5.00%due 2028, 5.75% First Lien Senior Notes 2015 4.625%due 2025, 3.50% First Lien Senior Notes and 2014 6.00%due 2029, 4.375% Second Lien Senior Notes (each as defined below)due 2028, 4.00% Second Lien Senior Notes due 2030 (together, the “Senior Notes”), TH Facility, RE Facility, and obligations under capitalfinance leases. For further information about our long-term debt, see Note 911 to the accompanying unaudited condensed consolidated financial statements included in this report.
RefinancingAs of Credit Facilities
On February 17, 2017, two of our subsidiaries (the “Borrowers”) entered into a second amendment (the “Second Amendment”) to the credit agreement governingSeptember 30, 2022, there was $6,453 million outstanding principal amount under our senior secured term loan facilityfacilities (the “Term Loan Facility”) and our senior secured revolving credit facility of up to $500.0 million of revolving extensions of credit outstanding at any time (including revolving loans, swingline loans and letters of credit) (the “Revolving Credit Facility”Facilities” and together with the Term LoanRevolving Credit Facility, the “Credit Facilities”). Under the Second Amendment, (i) the outstanding aggregate principal amount under our Term Loan Facility was decreased to $4,900.0 million as a result of a repayment of $146.1 million from cash on hand, (ii) the interest rate applicable to our Term Loan Facility was reduced to, at our option, either (a) a base rate plus an applicable margin equal to 1.25%, or (b) a Eurocurrency rate plus an applicable margin equal to 2.25%, (iii) the maturity of our Term Loan Facility was extended from December 12, 2021 to February 17, 2024, and (iv) the Borrowers and their subsidiaries were provided with additional flexibility under certain negative covenants, including incurrence of indebtedness, making of investments, dispositions and restricted payments, and prepayment of subordinated indebtedness. Except as described herein, the Second Amendment did not materially change the terms of the Credit Facilities.
Incremental Term Loans
In connection with the Popeyes Acquisition, we obtained an incremental term loan in the aggregate principal amount of $1,300.0 million (the “Incremental Term Loan No. 1”) under our Term Loan Facility. The Incremental Term Loan No. 1 bears interest at the same rate as the Term Loan Facility and also matures on February 17, 2024. In connection with the Incremental Term Loan No. 1, Popeyes was included as loan guarantor and its assets as collateral under the Credit Facilities. Except as described herein, there were no material changes to the terms of the Credit Facilities.
Simultaneously and in connection with the issuance of the 2017 4.25% Senior Notes (defined below), we obtained an incremental term loan in the aggregate principal amount of $250.0 million (the "Incremental Term Loan No. 2" and together

46

with the Incremental Term Loan No. 1, the "Incremental Term Loans") under our Term Loan Facility. The Incremental Term Loan No. 2 bears interest at the same rate as the Term Loan Facility and also matures on February 17, 2024. There were no other material changes to the terms of the Credit Facilities.
Credit Facilities
As of September 30, 2017, there was $6,404.8 million outstanding principal amount under the Term Loan Facility with a weighted average interest rate of 3.52%4.69%. The interest rate applicable to borrowings under our Term Loan A and Revolving Credit Facility is, at our option, either (i) a base rate, subject to a floor of 1.00%, plus an applicable margin varying from 0.00% to 0.50%, or (ii) Adjusted Term SOFR (Adjusted Term SOFR is calculated as Term SOFR plus a 0.10% adjustment), subject to a floor of 0.00%, plus an applicable margin varying between 0.75% to 1.50%, in each case, determined by reference to a net first lien leverage based pricing grid. The interest rate applicable to borrowings under our Term Loan B is, at our option, either (i) a base rate, subject to a floor of 1.00%, plus an applicable margin of 0.75% or (ii) a Eurocurrency rate, subject to a floor of 0.00%, plus an applicable margin of 1.75%.
Based on the amounts outstanding under the Term Loan FacilityFacilities and LIBORLIBOR/SOFR (Secured Overnight Financing Rate) as of September 30, 2017,2022, subject to a floor of 1.00%0.00%, required debt service for the next twelve months is estimated to be approximately $227.9$311 million in interest payments and $64.5$77 million in principal payments. In addition, based on LIBOR as of September 30, 2017,2022, net cash settlements that we expect to payreceive on our $2,500.0$4,000 million interest rate swapswaps are estimated to be
50
approximately $24.2$56 million for the next twelve months.
As of September 30, 2017, we had no amounts outstanding under the Revolving Credit Facility, had $1.6 million of letters of credit issued against the facility, and our borrowing availability was $498.4 million. Funds available under the Revolving Credit Facility may be used to repay other debt, finance debt or share repurchases, fund acquisitions or capital expenditures, and for other general corporate purposes. We have a $125.0 million letter of credit sublimit as part of the Revolving Credit Facility, which reduces our borrowing availability thereunder by the cumulative amount of outstanding letters of credit.
On October 13, 2017, the Borrowers extended the maturity date of the Revolving Credit Facility from December 12, 2019 to October 13, 2022. The extension was effected through the termination of the existing revolving credit commitments and the entry into Incremental Facility Amendment No. 3 (the "October 2017 Incremental Amendment ") to the Credit Agreement. The October 2017 Incremental Amendment maintains the same $500.0 million in aggregate principal amount of commitments under the Revolving Credit Facility. As amended, the Revolving Credit Facility matures on October 13, 2022, provided that if, on October 15, 2021, more than an aggregate of $150.0 million of the 2015 4.625% Senior Notes are outstanding, then the maturity date of the Revolving Credit Facility shall be October 15, 2021. All other material terms of the Revolving Credit Facility remained the same.
Senior Notes
On May 17, 2017, the Borrowers entered into an indenture (the “2017 4.25% Senior Notes Indenture”) in connection with the issuance of $1,500.0 million of 4.25% first lien senior secured notes due May 15, 2024 (the “2017 4.25% Senior Notes”). No principal payments are due until maturity and interest is paid semi-annually. We expect to use the net proceeds from the offering of the 2017 4.25% Senior Notes, together with other sources of liquidity, to redeem all of the Preferred Shares on the Redemption Date and for other general corporate purposes.
On August 28, 2017, the Borrowers entered into an indenture (the “2017 5.00% Senior Notes Indenture”) in connection with the issuance of $1,300.0 million of 5.00% second lien senior secured notes due October 15, 2025 (the “2017 5.00% Senior Notes”). No principal payments are due until maturity and interest is paid semi-annually. The net proceeds from the offering of the 2017 5.00% Senior Notes were used to redeem $1,250.0 million principal amount of the 6.00% second lien senior secured notes due April 1, 2022 (the “2014 6.00% Senior Notes”), pay related redemption premiums, fees and expenses.
On October 4, 2017, the Borrowers issued $1,500.0 million of 5.00% second lien senior secured notes due October 15, 2025 (the "October 2017 Senior Notes"), which were issued as additional notes under the 2017 5.00% Senior Notes Indenture pursuant to which the Borrowers previously issued the 2017 5.00% Senior Notes. The October 2017 Senior Notes are treated as a single series with the 2017 5.00% Senior Notes and have substantially the same terms as those of the 2017 5.00% Senior Notes for all purposes under the 2017 5.00% Senior Notes Indenture, including waivers, amendments, redemptions and offers to purchase. No principal payments are due until maturity and interest is paid semi-annually. The net proceeds from the offering of the October 2017 Senior Notes were used to redeem the remaining $1,000.0 million principal amount outstanding of the 2014 6.00% Senior Notes on October 18, 2017, pay related redemption premiums, fees and expenses, and for general corporate purposes.
The Borrowers are also party to an indenture (the “2015 4.625% Senior Notes Indenture”) in connection with the issuance of $1,250.0 million of 4.625% first lien senior notes due January 15, 2022 (the “2015 4.625% Senior Notes”) and an indenture (the “2014 6.00% Senior Notes Indenture”) in connection with the issuance of the 2014 6.00% Senior Notes. As of September 30, 2017, there was $1,000.0 million of outstanding principal amount of the 2014 6.00% Senior Notes following the September 2017 redemption of $1,250.0 million principal amount of the 2014 6.00% Senior Notes. The remaining $1,000.0 million of the 2014 6.00% Senior Notes was redeemed in October 2017. No principal payments are due on the 2015 4.625% Senior Notes or were due on the 2014 6.00% Senior Notes until maturity and interest on the 2015 4.625% Senior Notes is paid semi-annually.

47

Based on the amounts outstanding at October 26, 2017,September 30, 2022, required debt service for the next twelve months on all of the Senior Notes outstanding is approximately $261.6$264 million in interest payments. Based on the amounts outstanding under the TH Facility as of September 30, 2022, required debt service for the next twelve months is estimated to be approximately $7 million in interest payments and $9 million in principal payments. Based on the amounts outstanding under the RE Facility as of September 30, 2022, required debt service for the next twelve months is not material.
Restrictions and Covenants
As of September 30, 2017,2022, we were in compliance with all applicable financial debt covenants under the Credit Facilities, 2017 4.25%the TH Facility, RE Facility and the indentures governing our Senior Notes Indenture, 2015 4.625% Senior Notes Indenture, 2017 5.00% Senior Notes Indenture and 2014 6.00% Senior Notes Indenture, and there were no limitations on our ability to drawNotes.
Cash Distributions/Dividends
During the nine months ended September 30, 2022, RBI repurchased 6,101,364 RBI common shares on the remaining availability under our Revolving Credit Facility.
Preferredopen market for $326 million and Partnership Units
As of September 30, 2017, we had outstanding 68,530,939 preferred units (“Partnership preferred units”), all of which were issued to RBI in 2014. The Partnership preferred units are entitled to receive preferred distributions from Partnership that correspond to preferred dividends paid by RBI on the 68,530,939 Class A 9.0% cumulative compounding perpetual voting preferred shares of RBI (“Preferred Shares”) that were sold by RBI to a subsidiary of Berkshire Hathaway Inc. (“Berkshire”).
Under the terms of the partnership agreement, if a dividend has been declared and is payable in respect of the Preferred Shares, Partnership must makemade a distribution in respect of the Partnership preferred units in an amount equal to the aggregate amount of dividends payable in respect of the Preferred Shares. The holder of the Preferred Shares is entitled to receive, as and when declared by the board of directors of RBI cumulative cash dividends at an annual rate of 9.0% on the amount of the purchase price of $43.775848 per Preferred Share, payable quarterly in arrears (“regular quarterly dividends”). Such dividends accrue daily on a cumulative basis, whether or not declared by RBI’s board of directors.
The Preferred Shares may be redeemed at RBI’s option on and after December 12, 2017. After December 12, 2024, holders of not less than a majority of the outstanding Preferred Shares may cause RBI to redeem their Preferred Shares. On October 25, 2017, the RBI board of directors approved the redemption of all of the Preferred Shares on December 12, 2017 (the "Redemption Date"). Partnership is required to make a distribution on the Partnership preferred units in an amount sufficient for RBI to fund the redemption amount of the Preferred Shares. The redemption price is $48.109657 per Preferred Share plus accrued and unpaid dividends up to the Redemption Date plus or minus any unpaid make-whole dividend and any additional dividends (the “redemption price”). The redemption price may be reduced if the make-whole dividend formula described above indicates the after-tax net dividends paid to the holder of the Preferred Shares from the original issue date through the redemption date will exceed the after-tax net dividends that would have been paid if we were a U.S. corporation. Upon redemption, the Preferred Shares will be deemed canceled, dividends will cease to accrue thereon and all rights of the holders will terminate, except the right to receive the cash payable upon such redemption.
Holders of Preferred Shares also hold a contingently exercisable option to cause RBI to redeem their Preferred Shares at the redemption price in the event of certain triggering events. In the event that a triggering event is announced, the holders of not less than a majority of the Preferred Shares may require RBI, to the fullest extent permitted by law, to redeem all of the outstanding Preferred Shares of such holders at a price equal to the redemption price for each redeemed share on the date of the consummation of the triggering event. For this purpose, a “triggering event” means the occurrence of one or more of the following: (i) the acquisition of RBI by another entity by means of any transaction or series of transactions (including, without limitation, any merger, amalgamation, arrangement, consolidation or reorganization) if RBI’s shareholders constituted immediately prior to such transaction or series of related transactions hold less than 50% of the voting power of the surviving or acquiring entity; (ii) the closing of the transfer, in one transaction or a series of related transactions, to a person or entity (or a group of persons or entities) of RBI’s securities if, after such closing, RBI’s shareholders constituted immediately prior to such transaction or series of related transactions hold less than 50% of the voting power of RBI or its successor; or (iii) a sale, license or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of RBI. Since the redemption features are not solely within the control of RBI, the Preferred Shares are classified as temporary equity. Once a Preferred Share has been redeemed and all payments and dividends to the holder have been made in full, it must be cancelled and may not be reissued.

48

Cash Distributions/Dividendsthese repurchases.
On October 2, 2017,5, 2022, RBI paid a cash dividend of $0.98 per Preferred Share, for a total dividend of $67.5 million, to the holder of the Preferred Shares. The dividend on the Preferred Shares included the amount due for the third calendar quarter of 2017. Partnership made a distribution to RBI as holder of the Partnership preferred units in an equal amount on the same date. On October 3, 2017, RBI paid a cash dividend of $0.20$0.54 per RBI common share. Partnership made a distribution to RBI as holder of Class A common units in the amount of the aggregate dividends declared and paid by RBI on RBI common shares and also made a distribution of $0.54 in respect of each Partnership exchangeable unit in the amount of $0.20 per exchangeable unit.
On October 25, 2017, theThe RBI board of directors has declared a cash dividend of $0.98 per Preferred Share, for a total dividend of $67.5 million payable on January 2, 2018 to the holder of record of the Preferred Shares on December 15, 2017. The dividend on the Preferred Shares includes the amount due for the fourth calendar quarter of 2017. However, as indicated above, if RBI redeems the Preferred Shares prior to December 15, 2017, the redemption price will include accrued and unpaid regular quarterly dividends to the Redemption Date and, in such event, no regular quarterly dividend will be paid on the Preferred Shares on January 2, 2018. If RBI redeems the Preferred Shares prior to December 15, 2017, Partnership will not make a regular quarterly distribution to RBI as holder of the Partnership preferred units on January 2, 2018 as the redemption price will include accrued and unpaid regular quarterly dividends up to the Redemption Date. On October 25, 2017, the RBI board of directors declared a cash dividend of $0.21$0.54 per RBI common share, which will be paid on January 3, 20184, 2023 to RBI common shareholders of record on December 15, 2017.21, 2022. Partnership will make a distribution to RBI as holder of Class A common units in the amount of the aggregate dividends declared and paid by RBI on RBI common shares. Partnership will also make a distribution in respect of each Partnership exchangeable unit in the amount of $0.21$0.54 per Partnership exchangeable unit, and the record date and payment date for such distribution will be the same as the record date and payment date for the cash dividend per RBI common share set forth above.
No dividend may be declared or paid on RBI common shares or Partnership exchangeable units until a dividend is declared or paid on the Preferred Shares. In addition, if holders of at least a majority of the outstanding Preferred Shares have delivered a notice to exercise their right to have RBI redeem the Preferred Shares, no dividend may be declared or paid on RBI common shares or Partnership exchangeable units (except that dividends declared on RBI common shares and Partnership exchangeable units prior to the date of such delivery may be paid) unless on the date of such declaration or payment all Preferred Shares subject to such notice have been redeemed in full.
In addition, because we are a holding company, our ability to pay cash distributions on our Partnership exchangeable units may be limited by restrictions under our debt agreements.
Outstanding Security Data
As of October 20, 2017,28, 2022, we had outstanding 202,006,067 Class A common units issued to RBI 68,530,939 Partnership preferred units issued to RBI and 226,839,418143,298,599 Partnership exchangeable units. In October 2017During the nine months ended September 30, 2022, Partnership received an exchange notice representing 9,050,594 Partnership exchangeable units. In accordance with the terms of the partnership agreement, Partnership will satisfy the exchange notice by repurchasing 5,000,000exchanged 1,694,859 Partnership exchangeable units with cash on hand and exchanging 4,050,594 Partnership exchangeable units for the same number of newly issued RBI common shares. Thepursuant to exchange date will occur on November 8, 2017. See Note 19 to the accompanying unaudited condensed consolidated financial statements included in Part I, Item 1 "Financial Statements" of this report.notices received.
One special voting share of RBI is held by a trustee, entitling the trustee to that number of votes on matters on which holders of RBI common shares are entitled to vote equal to the number of Partnership exchangeable units outstanding. The trustee is required to cast such votes in accordance with voting instructions provided by holders of Partnership exchangeable units. At any shareholder meeting of RBI, holders of RBI common shares vote together as a single class with the Preferred Shares and the special voting share except as otherwise provided by law. For information on ourRBI's share-based compensation and ourits outstanding equity awards, see Note 14 to the audited consolidated financial statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2016,2021, filed with the SEC and Canadian securities regulatory authorities on February 17, 2017.23, 2022.
Since December 12, 2015, the holders of Partnership exchangeable units have had the right to require Partnership to exchange all or any portion of such holder’s Partnership exchangeable units for RBI common shares at a ratio of one share for each Partnership exchangeable unit, subject to RBI’s right as the general partner of Partnership to determine to settle any such exchange for a cash payment in lieu of RBI common shares.

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Comparative Cash Flows
Operating Activities
Cash provided by operating activities was $793.6$1,067 million duringfor the nine months ended September 30, 2017,2022, compared to $905.8$1,255 million during the same period in the prior year. The decrease in cash provided by operating activities was driven by increases in income tax payments and interest payments, PLK Transaction costs, and an increase in cash used by changesfor working capital and an increase in working capital,interest payments, partially offset by an increase in segment income in our TH, BK and PLK segments, the inclusion of PLKFHS segment income and increasesa decrease in TH and BK segment income.income tax payments.
Investing Activities
Cash used for investing activities was $851.9$66 million for the nine months ended September 30, 2017,2022, compared to cash provided$69 million during the same period in the prior year. This change was driven primarily by a decrease in payments for property and
51
equipment and an increase in proceeds from settlement of derivatives, partially offset by net payments in connection with the purchase of Firehouse Subs in the current year and an increase in payments for other investing activities.
Financing Activities
Cash used for financing activities of $19.3was $1,111 million for the nine months ended September 30, 2022, compared to $970 million during the same period in the prior year. The change in investing activities was driven primarily by net cash used for the Popeyes Acquisition partially offset by proceeds received from the settlement and termination of our previous cross-currency rate swaps.
Financing Activities
Cash provided by financing activities was $2,162.4 million for the nine months ended September 30, 2017, compared to cash used for financing activities of $464.8 million during the same period in the prior year. The change in financing activities was driven primarily by a decrease in proceeds from the Incremental Term Loans under our Term Loan Facility, the issuance of the 2017 4.25% Senior Notes,debt, an increase in cash used to repurchase RBI common shares and the issuance of the first tranche of the 2017 5.00% Senior Notes,a decrease in proceeds from stock option exercises, partially offset by the repayment of a portion of the 2014 6.00% Senior Notes, the repayment of a portion of the Term Loan Facilitydecrease in connection with the February 2017 refinancing referred to above, the repaymentrepayments of debt assumed in the Popeyes Acquisition, the repayment of the series 1 Tim Hortons Notes due June 1, 2017, premiums paid to redeem the 2014 6.00% Senior Notes, payment of financing costs, and higher distribution paymentsfinance leases and proceeds from derivatives in the current period.
Contractual Obligations and Commitments
Except as described herein, as of October 26, 2017, there were no material changesyear compared to our contractual obligations, which are detailedpayments for derivatives in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC and Canadian securities regulatory authorities on February 17, 2017. During 2017, we completed the refinancing of our Credit Facilities, incurred the Incremental Term Loans under our Term Loan Facility, issued the 2017 4.25% Senior Notes, issued the 2017 5.00% Senior Notes and redeemed all of the outstanding 2014 6.00% Senior Notes, each as defined and as described in Note 9, Long-Term Debt, to the accompanying unaudited condensed consolidated financial statements. The following table provides an update as of October 26, 2017 of the contractual obligations under our Credit Facilities and senior notes presented in our Annual Report on Form 10-K for the year ended December 31, 2016.prior year.

 Payment Due by Period
   Less Than     More Than
Contractual ObligationsTotal 1 Year 1-3 Years 3-5 Years 5 Years
 (In millions)
Credit Facilities, including interest (a)$7,821.2
 $292.4
 $578.6
 $568.9
 $6,381.3
All Senior Notes, including interest (b)7,346.3
 261.6
 523.1
 1,732.2
 4,829.4
(a)We have estimated our interest payments through the maturity of our Credit Facilities based on LIBOR as of September 30, 2017.
(b)Amounts included herein for the Senior Notes exclude amounts for the Tim Hortons Notes.
Critical Accounting Policies and Estimates
This discussionFor information regarding our Critical Accounting Policies and analysisEstimates, see the “Critical Accounting Policies and Estimates” section of financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires our management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as related disclosures of contingent assets and liabilities. We evaluate our estimates on an ongoing basis and we base our estimates on historical experience and various other assumptions we deem reasonable to the situation. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. As future events and their effects cannot be determined with precision, actual results could differ significantly from these

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estimates. Changes in our estimates could materially impact our results of operations and financial condition in any particular period. For a complete discussion of our critical and significant accounting policies and estimates, please see “Management’s“Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” ofin our Annual Report on Form 10-K, for the year ended December 31, 2016 filed with the SECU.S. Securities and Canadian securities regulatory authoritiesExchange Commission (the “SEC”) on February 17, 2017. In addition to those policies and estimates, due to recent transactions and events, we also consider the following to be part of our critical accounting policies and estimates due to the high degree of judgment or complexity in its application:
Business Combinations
The Popeyes Acquisition was accounted for using the acquisition method of accounting, or acquisition accounting, in accordance with ASC Topic 805, Business Combinations. The acquisition method of accounting involves the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed. This allocation process involves the use of estimates and assumptions to derive fair values and to complete the allocation. Acquisition accounting allows for up to one year to obtain the information necessary to finalize the fair value of all assets acquired and liabilities assumed at March 27, 2017. As of September 30, 2017, we have recorded preliminary acquisition accounting allocations, which are subject to revision as we obtain additional information necessary to complete the fair value studies and acquisition accounting.
In the event that actual results vary from any of the estimates or assumptions used in the valuation or allocation process, we may be required to record an impairment charge or an increase in depreciation or amortization in future periods, or both.
See Note 2 to the accompanying unaudited condensed consolidated financial statements included in Part I, Item 1 “Financial Statements” of this report for additional information about accounting for the Popeyes Acquisition.23, 2022.
New Accounting Pronouncements
See Note 43 – New Accounting Pronouncements in the notes to the accompanying unaudited condensed consolidated financial statements.
Item 3.Quantitative and Qualitative Disclosures about Market Risk
There were no material changes during the nine months ended September 30, 20172022 to the disclosures made in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 20162021 filed with the SEC and Canadian securities regulatory authorities on February 17, 2017.23, 2022.
Item 4.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
An evaluation was conducted under the supervision and with the participation of management of RBI, as the general partner of Partnership, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of RBI, of the effectiveness of Partnership’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and Exchange Act Rules 15d-15(e)) as of September 30, 2017.2022. Based on that evaluation, the CEO and CFO of RBI concluded that Partnership’s disclosure controls and procedures were effective as of such date.
Changes in Internal Controls
We are in the process of integrating PopeyesFirehouse Subs into our overall internal control over financial reporting processes.
Internal Control Over Financial Reporting
The management of RBI, as general partner of Partnership, including the CEO and CFO, confirm that there were no changes in Partnership’s internal control over financial reporting during the ninethree months ended September 30, 20172022 that have materially affected, or are reasonably likely to materially affect, RBI’sPartnership’s internal control over financial reporting.

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Special Note Regarding Forward-Looking Statements
Certain information contained in this report, including information regarding future financial performance and plans, targets, aspirations, expectations, and objectives of management, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of Canadian securities laws. We refer to all of these as forward-looking statements. Forward-looking statements are forward-looking in nature and, accordingly, are subject to risks and uncertainties. These forward-looking statements can generally be identified by the use of words such as “believe”, “anticipate”, “expect”, “intend”, “estimate”, “plan”, “continue”, “will”, “may”, “could”, “would”, “target”, “potential” and other similar expressions and include, without limitation, statements regarding our expectations or beliefs regarding (i) the effects and continued impact of the COVID-19 pandemic, the war in Ukraine and related macro-economic pressures, such as inflation, rising interest rates and currency fluctuations on our results of operations, business, liquidity, prospects and restaurant operations and those of our franchisees, including local conditions and
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government-imposed limitations and restrictions; (ii) our digital and marketing initiatives and expectations regarding further expenditures relating to these initiatives, including as a result of our plan to accelerate sales growth and drive franchisee profitability at Burger King; (iii) our discontinuation of operations in and financial results from Russia; (iv) the incurrence and timing of future FHS Transaction costs and Corporate restructuring and tax advisory fees; (v) our future financial obligations, including annual debt service requirements, capital expenditures and distribution payments, our ability to meet such obligations and the source of funds used to satisfy such obligations; (ii)(vi) our goals with respect to reduction in greenhouse gas emissions; (vii) the effects of current and future legislation, regulations and interpretations relating to joint employer status and other labor matters; (viii) the impact of the resolutions of the dispute in China on our future growth prospects in that market; (ix) certain tax matters, including our estimates with respect to tax matters and their impact on future periods; (x) the amount of net cash settlements we expect to pay or receive on our derivative instruments; and timing of additional general and administrative expenses associated with the Popeyes Acquisition; (iii) the amount and timing of the redemption of the Preferred Shares and the source of funds used to satisfy such obligations; (iv) the amount and timing of the repurchase of exchangeable units, the exchange of exchangeable units into RBI common shares and the source of funds used to satisfy such obligations; and  (v)(xi) certain accounting and tax matters.
TheseOur forward-looking statements, included in this report and elsewhere, represent management’s expectations as of the date hereof. Thesethat they are made. Our forward-looking statements are based on certain assumptions and analyses made by the CompanyPartnership in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. However, these forward-looking statements are subject to a number of risks and uncertainties and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results, level of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements include, among other things, risks related to: (1) our substantial indebtedness, which could adversely affect our financial condition and prevent us from fulfilling our obligations; (2) global economic or other business conditions that may affect the desire or ability of our customers to purchase our products, such as the effects of the COVID-19 pandemic, inflationary pressures, high unemployment levels, declines in median income growth, consumer confidence and consumer discretionary spending and changes in consumer perceptions of dietary health and food safety; (3) our relationship with, and the success of, our franchisees and risks related to our fully franchised business model;model, including as a result of current and future legislation, regulations and interpretations relating to joint employer status and other labor matters; (4) our franchisees’ financial stability and their ability to access and maintain the liquidity necessary to operate their businesses; (5) our supply chain operations; (6) our ownership and leasing of real estate; (7) the effectiveness of our marketing, advertising and advertisingdigital programs and franchisee support of these programs; (5)(8) significant and rapid fluctuations in interest rates and in the currency exchange markets and the effectiveness of our hedging activity; (6)(9) our ability to successfully implement our domestic and international growth strategy for each of our brands and risks related to our international operations; (7)(10) our reliance on master franchisees, andincluding subfranchisees, to accelerate restaurant growth; (8)(11) our ability to resolve disputes with master franchisees; (12) the ability of the counterparties to our credit facilities and derivatives to fulfill their commitments and/or obligations; and (9)(13) changes in applicable tax laws or interpretations thereof.thereof, and our ability to accurately interpret and predict the impact of such changes or interpretations on our financial condition and results.
We operate in a very competitive and rapidly changing environment.environment and our inability to successfully manage any of the above risks may permit our competitors to increase their market share and may decrease our profitability. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Finally, our future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 20162021 filed with the SEC and Canadian securities regulatory authorities on February 17, 2017,23, 2022, as well as other materials that we from time to time file with, or furnish to, the SEC or file with Canadian securities regulatory authorities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this section and elsewhere in this report. Other than as required under securities laws, we do not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise.



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Part II – Other Information
Item 1. Legal Proceedings
On October 6, 2017, a claim was filed in the Ontario Superior Court of Justice in a case styled JB & M Walker Ltd.See Part I, Notes to Condensed Consolidated Financial Statements, Note 16, Commitments and 1128419 Alberta Ltd. v. The TDL Group Corp., Restaurant Brands International Inc., Daniel Schwartz, Sami Siddiqui, Andrea John and Jon Domanko. The plaintiffs, two franchisees of Tim Hortons restaurants, seek to certify a class of all persons who have carried on business as a Tim Hortons franchisee at any time after March 8, 2017. The claim alleges various causes of action against the defendants in relation to the purported adverse treatment of member and potential member franchisees of the Great White North Franchisee Association. The plaintiffs seek damages for, among other things, breach of contract, breach of the statutory duty of fair dealing, and breach of the franchisees’ statutory right of association.Contingencies.


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Item 1A. Risk Factors
The below updates the risk factors included in our Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 23, 2022.
If we are liable as a joint employer, our business could be adversely affected.
Joint employer status is a developing area of franchise and labor and employment law that could be subject to changes in legislation, administrative agency interpretation or jurisprudential developments that may increase franchisor liability in the future. A governmental authority may adopt and implement a broader standard for determining when two or more otherwise unrelated employers may be found to be a joint employer of the same employees under laws such as the National Labor Relations Act, Fair Labor Standards Act, or any other federal employment statutes interpreted by a federal agency in a manner that is applied generally to franchise relationships (which broader standards in the past have been adopted by U.S. governmental agencies such as the National Labor Relations Board and the Department of Labor). On September 6, 2022, the NLRB proposed a new rule that would allow a party asserting a joint-employment relationship to establish joint-employer status by using evidence of indirect and reserved forms of control bearing on an employee’s essential terms and conditions of employment. If this broader standard were to be adopted, which is likely, we could potentially be liable for unfair labor practices and other violations by franchisees or we could be required to conduct collective bargaining negotiations regarding employees of franchisees, who are independent employers. In such event, our operating costs may increase as a result of required modifications to business practices, increased litigation, governmental investigations or proceedings, administrative enforcement actions, fines and civil liability.
Employee claims that are brought against us as a result of joint employer standards and status may also, in addition to legal and financial liability, create negative publicity that could adversely affect our brands and divert financial and management resources. A significant increase in the number of these claims, or an increase in the number of successful claims, could adversely impact our brand’s reputation, which may cause significant harm.
Recent and future legislation may increase labor costs and adversely affect our business and our franchisees’ results of operations.
In September 2022, California passed legislation establishing a council to set sector-wide standards on wages, hours and working conditions related to the health, safety and welfare of fast food restaurant workers. This law and other labor related laws enacted at the federal, state, provincial or local level could increase our and our franchisees’ labor costs and decrease profitability.
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Table of Contents
Item 6. Exhibits

Exhibit
Number
Description
10.10(d)

10.10(e)
Incremental Facility Amendment, dated as of March 27, 2017, to the Credit Agreement dated as of October 27, 2014, among 1011778 B.C. Unlimited Liability Company, an unlimited liability company organized under the laws of British Columbia, New Red Finance, Inc., a Delaware corporation, 1013421 B.C. Unlimited Liability Company, an unlimited liability company organized under the laws of British Columbia, the other guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and swing line lender and each L/C issuer and lender from time to time party thereto (incorporated herein by reference to Exhibit 10.10(e) to the Form 10-Q of Restaurant Brands International Inc. filed on October 26, 2017).

10.46
Purchase Agreement dated as of August 8, 2017 among J.P. Morgan Securities LLC, as representative of the Initial Purchasers (as defined therein), the Issuers (as defined therein) and the Guarantors (as defined therein)(incorporated herein by reference to Exhibit 10.46 to the Form 10-Q of Restaurant Brands International Inc. filed on October 26, 2017).

10.47
Purchase Agreement dated as of September 18, 2017 among J.P. Morgan Securities LLC, as representative of the Initial Purchasers (as defined therein), the Issuers (as defined therein) and the Guarantors (as defined therein)(incorporated herein by reference to Exhibit 10.47 to the Form 10-Q of Restaurant Brands International Inc. filed on October 26, 2017).

31.1
Certification of Chief Executive Officer of Restaurant Brands International Inc., as general partner of Restaurant Brands International Limited Partnership, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.




101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP
By:Restaurant Brands International Inc., its general partner
Date: October 26, 2017November 3, 2022By:/s/ Joshua KobzaMatthew Dunnigan
Name:Joshua Kobza, principal financial officerMatthew Dunnigan
Title:
Chief Financial Officer of Restaurant Brands International Inc.

(principal financial officer)

(duly authorized officer)


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