Consolidated Borrowers RBILP Eliminations Consolidated
ASSETS
Current assets:
Cash and cash equivalents $ 3,547.2
$ —
$ —
$ 3,547.2
Accounts and notes receivable, net 421.9
—
—
421.9
Inventories, net 91.9
—
—
91.9
Advertising fund restricted assets 110.8
—
—
110.8
Prepaids and other current assets 108.1
—
—
108.1
Total current assets 4,279.9
—
—
4,279.9

Property and equipment, net 2,158.2
—
—
2,158.2
Intangible assets, net 11,121.8
—
—
11,121.8
Goodwill 5,810.3
—
—
5,810.3
Net investment in property leased to franchisees 76.1
—
—
76.1
Intercompany receivable —
160.3
(160.3 ) —
Investment in subsidiaries —
7,573.6
(7,573.6 ) —
Other assets, net 481.6
—
—
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 liabilities 370.3
160.3
—
530.6
Gift card liability 130.3
—
—
130.3
Advertising fund liabilities 154.1
—
—
154.1
Current portion of long term debt and capital leases 77.5
—
—
77.5
Total current liabilities 1,097.4
160.3
—
1,257.7

Term debt, net of current portion 11,303.6
—
—
11,303.6
Capital leases, net of current portion 238.7
—
—
238.7
Other liabilities, net 1,354.0
—
—
1,354.0
Payables to affiliates 160.3
—
(160.3 ) —
Deferred income taxes, net 2,200.3
—
—
2,200.3
Total liabilities 16,354.3
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 shares 6,887.6
—
(6,887.6 ) —
Retained Earnings 1,501.0
—
(1,501.0 ) —
Accumulated other comprehensive income (loss) (818.7 ) (818.7 ) 818.7
(818.7 )
Total Partners' capital/shareholders' equity 7,569.9
4,272.9
(7,569.9 ) 4,272.9
Noncontrolling interests 3.7
3.7
(3.7 ) 3.7
Total equity 7,573.6
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

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Balance Sheets

(In millions of U.S. dollars)

As of December 31, ~~2016~~2023


	Consolidated Borrowers		RBILP		Eliminations		Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1,139	$	—	$	—	$	1,139
Accounts and notes receivable, net	749		—		—		749
Inventories, net	166		—		—		166
Prepaids and other current assets	119		—		—		119
Total current assets	2,173		—		—		2,173
Property and equipment, net	1,952		—		—		1,952
Operating lease assets. net	1,122		—		—		1,122
Intangible assets, net	11,107		—		—		11,107
Goodwill	5,775		—		—		5,775
Intercompany receivable	—		245		(245)		—
Investment in subsidiaries	—		4,730		(4,730)		—
Other assets, net	1,262		—		—		1,262
Total assets	$	23,391	$	4,975	$	(4,975)	$	23,391
LIABILITIES AND EQUITY
Current liabilities:
Accounts and drafts payable	$	790	$	—	$	—	$	790
Other accrued liabilities	760		245		—		1,005
Gift card liability	248		—		—		248
Current portion of long-term debt and finance leases	101		—		—		101
Total current liabilities	1,899		245		—		2,144
Long-term debt, net of current portion	12,854		—		—		12,854
Finance leases, net of current portion	312		—		—		312
Operating lease liabilities, net of current portion	1,059		—		—		1,059
Other liabilities, net	996		—		—		996
Payables to affiliates	245		—		(245)		—
Deferred income taxes, net	1,296		—		—		1,296
Total liabilities	18,661		245		(245)		18,661
Partners’ capital:
Class A common units	—		9,620		—		9,620
Partnership exchangeable units	—		(3,907)		—		(3,907)
Common shares	2,246		—		(2,246)		—
Retained earnings	3,467		—		(3,467)		—
Accumulated other comprehensive income (loss)	(985)		(985)		985		(985)
Total Partners' capital/shareholders' equity	4,728		4,728		(4,728)		4,728
Noncontrolling interests	2		2		(2)		2
Total equity	4,730		4,730		(4,730)		4,730
Total liabilities and equity	$	23,391	$	4,975	$	(4,975)	$	23,391

Consolidated Borrowers RBILP Eliminations Consolidated
ASSETS
Current assets:
Cash and cash equivalents $ 1,420.4
$ —
$ —
$ 1,420.4
Accounts and notes receivable, net 403.5
—
—
403.5
Inventories, net 71.8
—
—
71.8
Advertising fund restricted assets 57.7
—
—
57.7
Prepaids and other current assets 103.6
—
—
103.6
Total current assets 2,057.0
—
—
2,057.0

Property and equipment, net 2,054.7
—
—
2,054.7
Intangible assets, net 9,228.0
—
—
9,228.0
Goodwill 4,675.1
—
—
4,675.1
Net investment in property leased to franchisees 91.9
—
—
91.9
Derivative assets 717.9
—
—
717.9
Intercompany receivable —
146.1
(146.1 ) —
Investment in subsidiaries —
6,786.0
(6,786.0 ) —
Other assets, net 300.7
—
—
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 liabilities 323.2
146.1
—
469.3
Gift card liability 194.4
—
—
194.4
Advertising fund liabilities 83.3
—
—
83.3
Current portion of long term debt and capital leases 93.9
—
—
93.9
Total current liabilities 1,064.6
146.1
—
1,210.7

Term debt, net of current portion 8,410.2
—
—
8,410.2
Capital leases, net of current portion 218.4
—
—
218.4
Other liabilities, net 784.9
—
—
784.9
Payables to affiliates 146.1
—
(146.1 ) —
Deferred income taxes, net 1,715.1
—
—
1,715.1
Total liabilities 12,339.3
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 shares 6,825.8
—
(6,825.8 ) —
Retained Earnings 1,311.5
—
(1,311.5 ) —
Accumulated other comprehensive income (loss) (1,355.4 ) (1,355.4 ) 1,355.4
(1,355.4 )
Total Partners' capital/shareholders' equity 6,781.9
3,484.9
(6,781.9 ) 3,484.9
Noncontrolling interests 4.1
4.1
(4.1 ) 4.1
Total equity 6,786.0
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

Table of Contents

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Three Months Ended ~~September 30, 2017~~March 31, 2024


	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:
Sales	$	729	$	—	$	—	$	729
Franchise and property revenues	712		—		—		712
Advertising revenues and other services	298		—		—		298
Total revenues	1,739		—		—		1,739
Operating costs and expenses:
Cost of sales	606		—		—		606
Franchise and property expenses	126		—		—		126
Advertising expenses and other services	311		—		—		311
General and administrative expenses	173		—		—		173
(Income) loss from equity method investments	(3)		—		—		(3)
Other operating expenses (income), net	(18)		—		—		(18)
Total operating costs and expenses	1,195		—		—		1,195
Income from operations	544		—		—		544
Interest expense, net	148		—		—		148

Income before income taxes	396		—		—		396
Income tax expense	68		—		—		68
Net income	328		—		—		328
Equity in earnings of consolidated subsidiaries	—		328		(328)		—
Net income (loss)	328		328		(328)		328
Net income (loss) attributable to noncontrolling interests	1		1		(1)		1
Net income (loss) attributable to common unitholders	$	327	$	327	$	(327)	$	327
Comprehensive income (loss)	$	269	$	269	$	(269)	$	269

Consolidated Borrowers RBILP Eliminations Consolidated
Revenues:
Sales $ 631.6
$ —
$ —
$ 631.6
Franchise and property revenues 577.0
—
—
577.0
Total revenues 1,208.6
—
—
1,208.6
Operating costs and expenses:
Cost of sales 493.3
—
—
493.3
Franchise and property expenses 118.5
—
—
118.5
Selling, general and administrative expenses 100.1
—
—
100.1
(Income) loss from equity method investments (4.1 ) —
—
(4.1 )
Other operating expenses (income), net 21.5
—
—
21.5
Total operating costs and expenses 729.3
—
—
729.3
Income from operations 479.3
—
—
479.3
Interest expense, net 136.0
—
—
136.0
Loss on early extinguishment of debt 58.2
—
—
58.2
Income before income taxes 285.1
—
—
285.1
Income tax expense 38.3
—
—
38.3
Net income 246.8
—
—
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 interests 0.3
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

Table of Contents

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2023


	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:
Sales	$	668	$	—	$	—	$	668
Franchise and property revenues	668		—		—		668
Advertising revenues and other services	254		—		—		254
Total revenues	1,590		—		—		1,590
Operating costs and expenses:
Cost of sales	550		—		—		550
Franchise and property expenses	123		—		—		123
Advertising expenses and other services	271		—		—		271
General and administrative expenses	175		—		—		175
(Income) loss from equity method investments	7		—		—		7
Other operating expenses (income), net	17		—		—		17
Total operating costs and expenses	1,143		—		—		1,143
Income from operations	447		—		—		447
Interest expense, net	142		—		—		142

Income before income taxes	305		—		—		305
Income tax expense	28		—		—		28
Net income	277		—		—		277
Equity in earnings of consolidated subsidiaries	—		277		(277)		—
Net income (loss)	277		277		(277)		277
Net income (loss) attributable to noncontrolling interests	1		1		(1)		1
Net income (loss) attributable to common unitholders	$	276	$	276	$	(276)	$	276
Comprehensive income (loss)	$	230	$	230	$	(230)	$	230

Consolidated Borrowers RBILP Eliminations Consolidated
Revenues:
Sales $ 1,784.1
$ —
$ —
$ 1,784.1
Franchise and property revenues 1,557.8
—
—
1,557.8
Total revenues 3,341.9
—
—
3,341.9
Operating costs and expenses:
Cost of sales 1,376.9
—
—
1,376.9
Franchise and property expenses 343.2
—
—
343.2
Selling, general and administrative expenses 318.7
—
—
318.7
(Income) loss from equity method investments (8.9 ) —
—
(8.9 )
Other operating expenses (income), net 82.1
—
—
82.1
Total operating costs and expenses 2,112.0
—
—
2,112.0
Income from operations 1,229.9
—
—
1,229.9
Interest expense, net 375.4
—
—
375.4
Loss on early extinguishment of debt 78.6
—
—
78.6
Income before income taxes 775.9
—
—
775.9
Income tax expense 119.0
—
—
119.0
Net income 656.9
—
—
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 interests 1.1
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

Table of Contents

~~RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES~~

~~Condensed Consolidating Statements of Operations~~

~~(In millions of U.S. dollars)~~

~~Three Months Ended September 30, 2016~~

Consolidated Borrowers RBILP Eliminations Consolidated
Revenues:
Sales $ 586.4
$ —
$ —
$ 586.4
Franchise and property revenues 489.3
—
489.3
Total revenues 1,075.7
—
—
1,075.7
Operating costs and expenses:
Cost of sales 457.1
—
—
457.1
Franchise and property expenses 109.8
—
—
109.8
Selling, general and administrative expenses 82.2
—
—
82.2
(Income) loss from equity method investments (2.6 ) —
—
(2.6 )
Other operating expenses (income), net 8.7
—
—
8.7
Total operating costs and expenses 655.2
—
—
655.2
Income from operations 420.5
—
—
420.5
Interest expense, net 117.3
—
—
117.3
Income before income taxes 303.2
—
—
303.2
Income tax expense 64.6
—
—
64.6
Net income 238.6
—
—
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 interests 1.0
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

~~Table of Contents~~

~~RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES~~

~~Condensed Consolidating Statements of Operations~~

~~(In millions of U.S. dollars)~~

~~Nine Months Ended September 30, 2016~~

Consolidated Borrowers RBILP Eliminations Consolidated
Revenues:
Sales $ 1,635.5
$ —
$ —
$ 1,635.5
Franchise and property revenues 1,398.9
—
—
1,398.9
Total revenues 3,034.4
—
—
3,034.4
Operating costs and expenses:
Cost of sales 1,285.7
—
—
1,285.7
Franchise and property expenses 323.5
—
—
323.5
Selling, general and administrative expenses 228.5
—
—
228.5
(Income) loss from equity method investments (16.6 ) —
—
(16.6 )
Other operating expenses (income), net 38.2
—
—
38.2
Total operating costs and expenses 1,859.3
—
—
1,859.3
Income from operations 1,175.1
—
—
1,175.1
Interest expense, net 349.6
—
—
349.6
Income before income taxes 825.5
—
—
825.5
Income tax expense 171.0
—
—
171.0
Net income 654.5
—
—
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 interests 2.8
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

~~Table of Contents~~

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

(In millions of U.S. dollars)

~~Nine Months Ended September 30, 2017~~Three months ended March 31, 2024


	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Cash flows from operating activities:
Net income	$	328	$	328	$	(328)	$	328
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	—		(328)		328		—
Depreciation and amortization	49		—		—		49

Amortization of deferred financing costs and debt issuance discount	6		—		—		6
(Income) loss from equity method investments	(3)		—		—		(3)
(Gain) loss on remeasurement of foreign denominated transactions	(23)		—		—		(23)
Net (gains) losses on derivatives	(41)		—		—		(41)
Share-based compensation and non-cash incentive compensation expense	46		—		—		46
Deferred income taxes	18		—		—		18
Other	7		—		—		7
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	(6)		—		—		(6)
Inventories and prepaids and other current assets	7		—		—		7
Accounts and drafts payable	(46)		—		—		(46)
Other accrued liabilities and gift card liability	(175)		—		—		(175)
Tenant inducements paid to franchisees	(5)		—		—		(5)
Other long-term assets and liabilities	(14)		—		—		(14)
Net cash provided by operating activities	148		—		—		148
Cash flows from investing activities:
Payments for property and equipment	(26)		—		—		(26)
Net proceeds from disposal of assets, restaurant closures, and refranchisings	2		—		—		2
Net payments from acquisition of franchised restaurants	(23)		—		—		(23)
Settlement/sale of derivatives, net	16		—		—		16

Net cash (used for) provided by investing activities	(31)		—		—		(31)
Cash flows from financing activities:

Repayments of long-term debt and finance leases	(24)		—		—		(24)

Distributions on Class A common and Partnership exchangeable units	—		(245)		—		(245)

Capital contribution from RBI	39		—		—		39
Distributions from subsidiaries	(245)		245		—		—
Proceeds from derivatives	28		—		—		28
Other financing activities, net	(1)		—		—		(1)
Net cash (used for) provided by financing activities	(203)		—		—		(203)
Effect of exchange rates on cash and cash equivalents	(4)		—		—		(4)
Increase (decrease) in cash and cash equivalents	(90)		—		—		(90)
Cash and cash equivalents at beginning of period	1,139		—		—		1,139
Cash and cash equivalents at end of period	$	1,049	$	—	$	—	$	1,049

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 amortization 134.9
—
—
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 discount 25.2
—
—
25.2
(Income) loss from equity method investments (8.9 ) —
—
(8.9 )
Loss (gain) on remeasurement of foreign denominated transactions 64.7
—
—
64.7
Net losses on derivatives 23.1
—
—
23.1
Share-based compensation expense 38.0
—
—
38.0
Deferred income taxes (3.1 ) —
—
(3.1 )
Other 12.8
—
—
12.8
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable 0.3
—
—
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 liabilities 18.1
—
—
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 activities 793.6
—
—
793.6
Cash flows from investing activities:
Payments for property and equipment (16.9 ) —
—
(16.9 )
Proceeds from disposal of assets, restaurant closures, and refranchisings 19.6
—
—
19.6
Net payment for purchase of Popeyes, net of cash acquired (1,635.9 ) —
—
(1,635.9 )
Return of investment on direct financing leases 11.8
—
—
11.8
Settlement/sale of derivatives, net 771.8
—
—
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 debt 4,350.0
—
—
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 activities 2,162.4
—
—
2,162.4
Effect of exchange rates on cash and cash equivalents 22.7
—
—
22.7
Increase (decrease) in cash and cash equivalents 2,126.8
—
—
2,126.8
Cash and cash equivalents at beginning of period 1,420.4
—
—
1,420.4
Cash and cash equivalents at end of period $ 3,547.2
$ —
$ —
$ 3,547.2

Table of Contents

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

(In millions of U.S. dollars)

~~Nine~~Three Months Ended ~~September 30, 2016~~March 31, 2023


	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Cash flows from operating activities:
Net income	$	277	$	277	$	(277)	$	277
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	—		(277)		277		—
Depreciation and amortization	46		—		—		46

Amortization of deferred financing costs and debt issuance discount	7		—		—		7
(Income) loss from equity method investments	7		—		—		7
(Gain) loss on remeasurement of foreign denominated transactions	8		—		—		8
Net (gains) losses on derivatives	(34)		—		—		(34)
Share-based compensation and non-cash incentive compensation expense	45		—		—		45
Deferred income taxes	(28)		—		—		(28)
Other	1		—		—		1
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	(8)		—		—		(8)
Inventories and prepaids and other current assets	(20)		—		—		(20)
Accounts and drafts payable	(81)		—		—		(81)
Other accrued liabilities and gift card liability	(123)		—		—		(123)
Tenant inducements paid to franchisees	(6)		—		—		(6)
Other long-term assets and liabilities	4		—		—		4
Net cash provided by operating activities	95		—		—		95
Cash flows from investing activities:
Payments for property and equipment	(18)		—		—		(18)
Net proceeds from disposal of assets, restaurant closures, and refranchisings	4		—		—		4

Settlement/sale of derivatives, net	14		—		—		14

Net cash (used for) provided by investing activities	—		—		—		—
Cash flows from financing activities:

Repayments of long-term debt and finance leases	(32)		—		—		(32)

Distributions on Class A common and Partnership exchangeable units	—		(243)		—		(243)

Capital contribution from RBI	6		—		—		6
Distributions from subsidiaries	(243)		243		—		—
Proceeds from derivatives	29		—		—		29

Net cash (used for) provided by financing activities	(240)		—		—		(240)
Effect of exchange rates on cash and cash equivalents	—		—		—		—
Increase (decrease) in cash and cash equivalents	(145)		—		—		(145)
Cash and cash equivalents at beginning of period	1,178		—		—		1,178
Cash and cash equivalents at end of period	$	1,033	$	—	$	—	$	1,033

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 amortization 129.0
—
—
129.0
Amortization of deferred financing costs and debt issuance discount 29.1
—
—
29.1
(Income) loss from equity method investments (16.6 ) —
—
(16.6 )
Loss (gain) on remeasurement of foreign denominated transactions 16.1
—
—
16.1
Net losses on derivatives 15.3
—
—
15.3
Share-based compensation expense 25.9
—
—
25.9
Deferred income taxes 34.6
—
—
34.6
Other 8.0
—
—
8.0
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable 20.0
—
—
20.0
Inventories and prepaids and other current assets (3.0 ) —
—
(3.0 )
Accounts and drafts payable 11.8
—
—
11.8
Advertising fund restricted assets and fund liabilities 4.0
—
—
4.0
Other accrued liabilities and gift card liability (23.8 ) —
—
(23.8 )
Other long-term assets and liabilities 0.9
—
—
0.9
Net cash provided by operating activities 905.8
—
—
905.8
Cash flows from investing activities:
Payments for property and equipment (18.2 ) —
—
(18.2 )
Proceeds from disposal of assets, restaurant closures, and refranchisings 18.1
—
—
18.1
Return of investment on direct financing leases 12.5
—
—
12.5
Settlement/sale of derivatives, net 4.9
—
—
4.9
Other investing activities, net 2.0
—
—
2.0
Net cash provided by (used for) investing activities 19.3
—
—
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 equivalents 14.6
—
—
14.6
Increase (decrease) in cash and cash equivalents 474.9
—
—
474.9
Cash and cash equivalents at beginning of period 753.7
—
—
753.7
Cash and cash equivalents at end of period $ 1,228.6
$ —
$ —
$ 1,228.6

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Note ~~19.~~18. 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,~~April 4, 2024, 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$0.58 per RBI common share to common shareholders of record on ~~September 15, 2017.~~March 21, 2024. 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~~$0.58 per exchangeable unit to holders of record on ~~September 15, 2017.~~March 21, 2024.

~~On October 25, 2017,~~Subsequent to March 31, 2024, 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$0.58 per RBI common share, which will be paid on ~~January 3, 2018~~July 5, 2024 to RBI common shareholders of record on ~~December 15, 2017.~~June 21, 2024. 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~~$0.58 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.

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~~Issuance and Redemption of Senior Notes~~

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. 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 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.

*****

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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,~~operating metrics, 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 Canadian limited partnership ~~originally formed to serve~~that serves as the indirect holding company for the entities that own and franchise the Tim Hortons®, Burger King®, Popeyes® 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”).~~Firehouse Subs® brands. We are one of the world’s largest quick service restaurant (“QSR”) companies with ~~more than $29~~over $40 billion in annual system-wide sales and over ~~23,000~~30,000 restaurants in more than ~~100~~120 countries and ~~U.S.~~ territories as of ~~September 30, 2017.~~March 31, 2024. 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 ~~three~~four 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~~that distinguish themselves with a unique “Louisiana” style menu ~~that includes spicy~~featuring fried chicken, chicken sandwiches, chicken tenders, wings, 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.

On January 16, 2024, we announced that we have reached an agreement to acquire all of Carrols Restaurant Group Inc. (“Carrols”) issued and outstanding shares that are not held by RBI or its affiliates. The transaction is expected to close in the second quarter of 2024 and is subject to customary closing conditions. In connection with the announced acquisition of Carrols, we incurred certain non-recurring fees and expenses (“CRG Transaction costs”) totaling $4 million during the three months ended March 31, 2024, consisting primarily of professional fees, all of which are classified as general and administrative expenses in the condensed consolidated statement of operations. We expect to incur additional CRG Transaction costs through 2024 as we complete the acquisition and the integration of the operations of Carrols.

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We ~~have three~~report results under five operating and reportable ~~segments:~~segments consisting of the following:

1.Tim Hortons – operations of our Tim Hortons brand in Canada and the U.S. (“TH”);

2.Burger King – operations of our Burger King brand in the U.S. and Canada (“BK”);

3.Popeyes Louisiana Kitchen – operations of our Popeyes brand in the U.S. and Canada (“PLK”);

4.Firehouse Subs – operations of our Firehouse Subs brand in the U.S. and Canada (“FHS”); and

5.International – operations of each of our brands outside the U.S. and Canada (“INTL”).

We generate revenues from the following sources: (i) sales, consisting primarily of (1) Tim Hortons ~~(“TH”); (2) Burger King (“BK”); and (3) Popeyes Louisiana Kitchen (“PLK”). We generate revenue from four sources: (i) sales to franchisees related to our~~ supply chain ~~operations, including manufacturing, procurement, warehousing,~~sales, which represent sales of products, supplies and ~~distribution,~~restaurant equipment to franchisees, as well as sales ~~to retailers;~~of consumer packaged goods (“CPG”), and (2) sales at Company restaurants; (ii) franchise revenues, consisting primarily of royalties based on a percentage of sales reported by ~~franchise~~franchised restaurants and franchise fees paid by franchisees; (iii) property revenues from properties we lease or sublease to franchisees; and (iv) advertising revenues and other services, consisting primarily of (1) advertising fund contributions based on a percentage of sales atreported by franchised restaurants ~~owned~~to fund advertising expenses and (2) tech fees and revenues that vary by usmarket and partially offset expenses related to technology initiatives. All Tim Hortons global supply chain sales, including coffee to International franchisees, are included in the TH segment.

Operating costs and expenses for our segments include:

•cost of sales comprised of (i) costs associated with the management of our Tim Hortons supply chain, including cost of goods, direct labor, depreciation, and cost of CPG products sold to retailers as well as (ii) food, paper and labor costs of Company restaurants;

•franchise and property expenses comprised primarily of depreciation of properties leased to franchisees, rental expense associated with properties subleased to franchisees, amortization of franchise agreements, and bad debt expense (recoveries);

•advertising expenses and other services comprised 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 expenses or higher expenses due to our support initiatives behind marketing programs; and

•segment general and administrative expenses (“~~Company restaurants”~~Segment G&A”).

comprised primarily of salary and employee-related costs for non-restaurant employees, professional fees, information technology systems, general overhead for our corporate offices, share-based compensation and non-cash incentive compensation expense, and depreciation and amortization.

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Key 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~~franchised 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 ~~thirteen~~13 months or longer for THTim Hortons, Burger King and BKFirehouse Subs and ~~65 weeks~~17 months or longer for ~~PLK.~~

~~Commencing in 2017, we are presenting net~~Popeyes. Additionally, if a restaurant ~~growth on~~is closed for a ~~percentage basis, reflecting the net increase in restaurant count (openings, net~~significant portion of ~~closures) over~~ a ~~trailing twelve~~ month, ~~period, divided by~~ the restaurant ~~count at~~is 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. ~~For items~~

•Unless otherwise stated, system-wide sales growth, system-wide sales and comparable sales are presented on a system-wide basis, which means they include franchised restaurants and Company restaurants. System-wide results are driven by our franchised restaurants, as nearly all system-wide restaurants are franchised. Franchise sales represent sales at all franchised 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 change 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. In determining whether a restaurant meets our definition of a restaurant that will be included in our ~~results~~net restaurant growth, we consider factors such as scope of operations, weformat and image, separate franchise agreement, and minimum sales thresholds. We refer to restaurants that do not meet our definition as “alternative formats.” These alternative formats are helpful to build brand awareness, test new concepts and provide convenience in certain markets.

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.

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	Three Months Ended March 31,
Key Operating Metrics		2024			2023
System-wide sales growth
TH		7.8		%	16.1		%
BK		2.6		%	8.5		%
PLK		10.4		%	9.6		%
FHS		4.3		%	8.7		%
INTL		11.6		%	21.6		%
Consolidated		8.1		%	14.7		%
System-wide sales (in US$ millions)
TH		$	1,725		$	1,596
BK		$	2,753		$	2,684
PLK		$	1,517		$	1,374
FHS		$	301		$	289
INTL		$	4,216		$	3,889
Consolidated		$	10,512		$	9,832
Comparable sales
TH		6.9		%	14.9		%
BK		3.8		%	8.7		%
PLK		5.7		%	3.6		%
FHS		0.3		%	6.2		%
INTL		4.2		%	12.6		%
Consolidated		4.6		%	10.3		%

		As of March 31,
		2024			2023
Net restaurant growth
TH		—		%	(0.9)		%
BK		(2.4)		%	(1.3)		%
PLK		4.7		%	6.3		%
FHS		3.6		%	2.2		%
INTL		8.4		%	8.9		%
Consolidated		3.9		%	4.2		%
Restaurant count
TH		4,505			4,507
BK		7,139			7,317
PLK		3,412			3,260
FHS		1,277			1,233
INTL		14,780			13,639
Consolidated		31,113			29,956

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Results of Operations for the Three Months Ended March 31, 2024 and 2023

Tabular amounts in millions of U.S. dollars unless noted otherwise. Total revenues and segment income for each segment may not calculate exactly due to rounding.


Consolidated		Three Months Ended March 31,			Variance		FX Impact (a)		Variance Excluding FX Impact
	2024	2023	Favorable / (Unfavorable)
Revenues:
Sales			$	729	$	668	$	61	$	2	$	59
Franchise and property revenues			712		668		44		(3)		47
Advertising revenues and other services			298		254		44		—		44
Total revenues			1,739		1,590		149		(1)		150
Operating costs and expenses:
Cost of sales			606		550		(56)		(1)		(55)
Franchise and property expenses			126		123		(3)		—		(3)
Advertising expenses and other services			311		271		(40)		(1)		(39)
General and administrative expenses			173		175		2		(1)		3
(Income) loss from equity method investments			(3)		7		10		—		10
Other operating expenses (income), net			(18)		17		35		(1)		36
Total operating costs and expenses			1,195		1,143		(52)		(4)		(48)
Income from operations			544		447		97		(5)		102
Interest expense, net			148		142		(6)		—		(6)

Income before income taxes			396		305		91		(5)		96
Income tax expense			68		28		(40)		—		(40)
Net income			$	328	$	277	$	51	$	(5)	$	56

(a)We calculate the FX Impact by translating ~~current~~prior year results at ~~prior~~current year monthly average exchange rates. We analyze these ~~operating metrics~~results on a constant currency basis as this helps identify underlying business trends, without distortion from the effects of currency movements.

Sales and Cost of Sales

During the three months ended March 31, 2024, the increase in sales was primarily driven by an increase of $39 million in our BK segment, an increase of $18 million in our TH segment, an increase of $2 million in our PLK segment, and a favorable FX Impact of $2 million.

During the three months ended March 31, 2024, the increase in cost of sales was primarily driven by an increase of $35 million in our BK segment, an increase of $19 million in our TH segment, and an unfavorable FX Impact of $1 million.

Franchise and Property

During the three months ended March 31, 2024, the increase in franchise and property revenues was primarily driven by an increase of $19 million in our INTL segment, an increase of $17 million in our TH segment, an increase of $7 million in our PLK segment, an increase of $3 million in our BK segment, and an increase of $2 million in our FHS segment, partially offset by an unfavorable FX Impact of $3 million.

During the three months ended March 31, 2024, the increase in franchise and property expenses was primarily driven by an increase of $4 million in our INTL segment and an increase of $3 million in our TH segment, partially offset by a decrease of $3 million in our BK segment.

Advertising and Other Services

During the three months ended March 31, 2024, the increase in advertising revenues and other services was primarily driven by an increase of $11 million in our BK segment, an increase of $10 million in our FHS segment, an increase of $9 million in our PLK segment, an increase of $8 million in our TH segment, and an increase of $5 million in our INTL segment.

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During the three months ended March 31, 2024, the increase in advertising expenses and other services was primarily driven by an increase of $11 million in our FHS segment, an increase of $10 million in our PLK segment, an increase of $9 million in our BK segment, an increase of $5 million in our TH segment, an increase of $5 million in our INTL segment, and an unfavorable FX Impact of $1 million.

~~Recent Events~~General and ~~Factors Affecting Comparability~~Administrative Expenses

~~Popeyes Acquisition~~Our general and administrative expenses consisted of the following:

~~As described in Note 2 to the accompanying unaudited condensed consolidated financial statements, on March 27, 2017, we completed the acquisition~~


	Three Months Ended March 31,		Variance
					$			%
		2024	2023			Favorable / (Unfavorable)
Segment G&A (b):
TH			$	42		$	37		$	(5)	(14)	%
BK			36			34			(2)		(6)	%
PLK			22			21			(1)		(5)	%
FHS			14			13			(1)		(8)	%
INTL			53			46			(7)		(15)	%
CRG Transaction costs			4			—			(4)		NM
FHS Transaction costs			—			19			19		100	%
Corporate restructuring and advisory fees			2			5			3		60	%
General and administrative expenses			$	173		$	175		$	2	1	%

NM - Not meaningful

(b)Segment G&A includes share-based compensation and non-cash incentive compensation expense 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~~$46 million and ~~(2) $1,300.0~~$45 million ~~from incremental borrowings under our Term Loan Facility – see Note 9 to the accompanying unaudited condensed consolidated financial statements.~~

PLK revenues and segment income from March 28, 2017 through September 30, 2017 are included in our consolidated statement of operations for the nine months ended September 30, 2017. The changes in our results of operations for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2024 and 2023, respectively. Segment G&A excludes income/expenses from non-recurring projects and non-operating activities, such as ~~compared to~~CRG Transaction costs, FHS Transaction costs (as defined below) and Corporate restructuring and advisory fees (as defined below).

During the three ~~and nine~~ months ended ~~September 30, 2016 are partially~~March 31, 2024, the decrease in general and administrative expenses was primarily driven by the ~~inclusion~~non-recurrence of ~~the results of operations of PLK. The PLK statement of operations data for the three~~FHS Transaction costs and ~~nine months ended September 30, 2017 is summarized as follows:~~

PLK Segment (in millions of U.S. dollars) Three months ended September 30, 2017 Nine months ended September 30, 2017
Revenues:
Sales $ 22.7
$ 45.7
Franchise and property revenues 45.3
89.0
Total revenues 68.0
134.7
Cost of sales 17.8
37.0
Franchise and property expenses 2.2
4.5
Segment SG&A 12.8
27.2
Segment depreciation and amortization ^(a)
1.6
4.0
Segment income 36.8
70.0


~~(a)~~	~~Segment depreciation and amortization consists of depreciation and amortization included in cost of sales and franchise and property expenses.~~

~~PLK~~a decrease in Corporate restructuring and advisory fees, partially offset by an increase in segment G&A and CRG Transaction ~~Costs~~costs.

In connection with the ~~Popeyes Acquisition,~~acquisition and integration of Firehouse Subs, we incurred certain non-recurring fees and expenses (“~~PLK~~FHS 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.~~integration costs. We did not incur any additional FHS Transaction costs subsequent to March 31, 2023 and do not expect to incur any additional ~~PLK~~FHS Transaction costs ~~through 2018 as we integrate~~in the ~~operations of PLK.~~

~~Integration Costs~~future.

In connection with ~~the implementation of~~certain transformational corporate restructuring initiatives ~~to integrate the back-office processes of TH~~that rationalize our structure 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.

~~Table of Contents~~

~~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.~~

Consolidated Three 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 revenues 577.0
489.3
87.7
9.8
77.9
1,557.8
1,398.9
158.9
3.7
155.2
Total revenues 1,208.6
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 sales 493.3
457.1
(36.2 ) (16.0 ) (20.2 ) 1,376.9
1,285.7
(91.2 ) (12.4 ) (78.8 )
Franchise and property expenses 118.5
109.8
(8.7 ) (3.2 ) (5.5 ) 343.2
323.5
(19.7 ) (1.9 ) (17.8 )
Selling, general and administrative expenses 100.1
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), net 21.5
8.7
(12.8 ) (0.6 ) (12.2 ) 82.1
38.2
(43.9 ) 0.6
(44.5 )
Total operating costs and expenses 729.3
655.2
(74.1 ) (21.9 ) (52.2 ) 2,112.0
1,859.3
(252.7 ) (15.2 ) (237.5 )
Income from operations 479.3
420.5
58.8
8.5
50.3
1,229.9
1,175.1
54.8
4.1
50.7
Interest expense, net 136.0
117.3
(18.7 ) 0.1
(18.8 ) 375.4
349.6
(25.8 ) (0.1 ) (25.7 )
Loss on early extinguishment of debt 58.2
—
(58.2 ) —
(58.2 ) 78.6
—
(78.6 ) —
(78.6 )
Income before income taxes 285.1
303.2
(18.1 ) 8.6
(26.7 ) 775.9
825.5
(49.6 ) 4.0
(53.6 )
Income tax expense 38.3
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 Segment Three 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 revenues 241.5
226.9
14.6
8.5
6.1
666.1
641.7
24.4
6.6
17.8
Total revenues 827.0
789.9
37.1
28.9
8.2
2,332.9
2,207.5
125.4
21.3
104.1
Cost of sales 454.2
436.7
(17.5 ) (15.9 ) (1.6 ) 1,273.8
1,226.4
(47.4 ) (11.7 ) (35.7 )
Franchise and property expenses 83.2
77.7
(5.5 ) (3.0 ) (2.5 ) 240.7
224.8
(15.9 ) (2.5 ) (13.4 )
Segment SG&A 24.1
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 Segment Three 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 revenues 290.2
262.4
27.8
1.3
26.5
802.7
757.2
45.5
(2.9 ) 48.4
Total revenues 313.6
285.8
27.8
1.5
26.3
874.3
826.9
47.4
(2.0 ) 49.4
Cost of sales 21.3
20.4
(0.9 ) (0.1 ) (0.8 ) 66.1
59.3
(6.8 ) (0.7 ) (6.1 )
Franchise and property expenses 33.1
32.1
(1.0 ) (0.2 ) (0.8 ) 98.0
98.7
0.7
0.6
0.1
Segment SG&A 38.0
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 income 233.9
201.8
32.1
0.8
31.3
637.8
581.9
55.9
(2.2 ) 58.1

~~Table of Contents~~


~~(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 Metrics 2017 2016 2017 2016
Comparable sales
    TH 0.3 % 2.0 % (0.2 )% 3.3 %
    BK 3.6 % 1.7 % 2.6 % 2.2 %
    PLK (c) (1.8 )% 1.8 % (1.5 )% 1.4 %
System-wide sales growth
    TH 3.0 % 4.8 % 3.0 % 6.1 %
    BK 11.2 % 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% for the three months ended September 30, 2017 was primarily driven by Canada comparable sales of 0.6%. TH comparable sales of (0.2)% during the nine months ended September 30, 2017 was primarily driven by flat Canada comparable sales.

~~BK comparable sales of 3.6% and 2.6% during the three and nine months ended September 30, 2017, respectively, was primarily driven by U.S. comparable sales of 4.0% and 1.7% during such periods.~~

PLK comparable sales of (1.8)% and (1.5)% during the three and nine months ended September 30, 2017, respectively, was primarily driven by U.S. comparable sales of (2.6)% and (2.1)% during such periods.

~~Table of Contents~~

~~Sales and Cost of Sales~~

Sales include supply chain sales and sales from Company restaurants. 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 fromoptimize cash movement within our ~~warehouses or by third-party distributors to restaurants or retailers,~~structure as well as ~~sales~~services related 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 supply chain, including cost of goods, direct labor~~significant tax reform legislation and ~~depreciation, as well as the cost of goods delivered by third-party distributors to the restaurants for which~~regulations, we ~~manage the supply chain logistics, and for products sold through retailers. Cost of sales also includes food, paper and labor costs of Company restaurants, which includes costs~~ incurred ~~by our consolidated TH Restaurant VIEs (see Note 3 to the accompanying unaudited condensed consolidated financial statements for additional information on Restaurant VIEs).~~

During the three months ended September 30, 2017, the increase in sales was driven by the inclusion of $22.7 million from our PLK segment, a $2.1 million increase in our TH segment, and a favorable FX Impact of $20.6 million, partially offset by a decrease of $0.2 million in our BK segment. The increase in our TH segment was driven by an $18.8 million increase in supply chain sales primarily reflecting growth in system wide sales, partially offset by a $16.7 million decrease in our TH Company restaurant revenue,non-operating expenses primarily from ~~the conversion of Restaurant VIEs to franchise restaurants.~~

During the nine months ended September 30, 2017, the increase in sales was driven by an $86.3 million increase in our TH segment, the inclusion of $45.7 million from our PLK segment, an increase of $1.0 million in our BK segment,professional advisory and ~~a $15.6 million favorable FX Impact. The increase in our TH segment was driven by a $127.2 million increase in supply chain sales primarily reflecting growth in system wide sales~~consulting services (“Corporate restructuring and the launch of our espresso-based beverage platform, partially offset by a $40.9 million decrease in our TH Company restaurant revenue, primarily from the conversion of Restaurant VIEs to franchise restaurants.

During the three months ended September 30, 2017, the increase in cost of sales was driven primarily by the inclusion of $17.8 million from our PLK segment, a $1.6 million increase in our TH segment, a $0.8 million increase in our BK segment, and a $16.0 million unfavorable FX Impact. The increase in our TH segment was primarily due to a $14.1 million increase in supply chain cost of sales driven by the increase in supply chain sales described above. This factor was partially offset by a $12.5 million decrease in Company restaurant cost of sales, primarily from the conversion of Restaurant VIEs to franchise restaurants.

During the nine months ended September 30, 2017, the increase in cost of sales was driven primarily by the inclusion of $37.0 million from our PLK segment, a $35.7 million increase in our TH segment, a $6.1 million increase in our BK segment, and a $12.4 million unfavorable FX Impact. The increase in our TH segment was primarily due to a $71.0 million increase in supply chain cost of sales driven by the increase in supply chain sales described above, net of supply chain cost savings derived from effective cost management. This factor was partially offset by a $35.3 million decrease in Company restaurant cost of sales, primarily from the conversion of Restaurant VIEs to franchise restaurants.

~~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)advisory fees”).

During the three months ended September 30, 2017, the increase in franchise and property revenues was driven by the inclusion of $45.3 million from our PLK segment, a $26.5 million increase in our BK segment, a $6.1 million increase in our TH segment, and a $9.8 million favorable FX Impact. The increase in our BK and TH segments was primarily due to an increase in royalties, driven by system-wide sales growth.

During the nine months ended September 30, 2017, the increase in franchise and property revenues was driven by the inclusion of $89.0 million from our PLK segment, a $48.4 million increase in our BK segment, a $17.8 million increase in our TH segment, and a $3.7 million favorable FX Impact. The increase in our BK and TH segments was primarily due to an increase in royalties, driven by system-wide sales growth.

~~Table of Contents~~

During the three months ended September 30, 2017, the increase in franchise and property expenses was driven by a $2.5 million increase in our TH segment, the inclusion of $2.2 million from our PLK segment, a $0.8 million increase in our BK segment, and a $3.2 million unfavorable FX Impact.

During the nine months ended September 30, 2017, the increase in franchise and property expenses was driven by a $13.4 million increase in our TH segment, the inclusion of $4.5 million from our PLK segment, and a $1.9 million unfavorable FX Impact, partially offset by a $0.1 million decrease in our BK segment.

~~Selling, General and Administrative Expenses~~

~~Our selling, general and administrative expenses were comprised of the following:~~

Three Months Ended
September 30, Variance Nine Months Ended
September 30, Variance
$ % $ %
2017 2016 Favorable / (Unfavorable) 2017 2016 Favorable / (Unfavorable)
Segment SG&A:
TH $ 24.1
$ 17.0
$ (7.1 ) (41.8 )% $ 71.4
$ 48.3
$ (23.1 ) (47.8 )%
BK 38.0
43.5
5.5
12.6 % 110.3
122.9
12.6
10.3 %
PLK 12.8
—
(12.8 ) NM
27.2
—
(27.2 ) NM
Share-based compensation and non-cash incentive compensation expense 12.5
11.8
(0.7 ) (5.9 )% 42.9
31.0
(11.9 ) (38.4 )%
Depreciation and amortization 5.8
5.5
(0.3 ) (5.5 )% 17.1
15.9
(1.2 ) (7.5 )%
PLK Transaction costs 6.9
—
(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 )%

~~NM - not meaningful~~

Segment selling, general and administrative expenses (“Segment SG&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 SG&A excludes share-based compensation and non-cash incentive compensation expense, depreciation and amortization, PLK Transaction costs and integration costs.

During the three and nine months ended September 30, 2017, TH Segment SG&A increased primarily due to an increase in salaries and benefits 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.

~~During the three months ended September 30, 2017, the increase in share-based compensation and non-cash incentive compensation expense was due primarily to additional equity awards granted.~~

During the nine months ended September 30, 2017, the increase in share-based compensation and non-cash incentive compensation expense was due primarily to an increase in equity award modifications, an increase related to the remeasurement of liability-classified 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.

(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.~~

~~Table of Contents~~

investees.

The change in (income) loss from equity method investments during the three months ended ~~September 30, 2017 was primarily driven by improved results~~March 31, 2024 reflects changes in earnings of our ~~TH and BK equity method investments.~~

~~The change in (income) loss from~~ equity method investments during the ~~nine~~three months ended ~~September 30, 2017 was primarily driven by the prior year recognition of an $11.6 million increase~~March 31, 2024 compared to the ~~carrying value~~three months ended March 31, 2023.

Table 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 in the current period.Contents

Other Operating Expenses (Income), net

Our other operating expenses (income), net ~~were comprised~~consisted of the following:


	Three Months Ended September 30,					Nine Months Ended September 30,
	2017			2016		2017		2016
						Three Months Ended March 31,
						Three Months Ended March 31,
						Three Months Ended March 31,
								2024		2024	2023
Net losses (gains) on disposal of assets, restaurant closures, and refranchisings	$	3.4		$	3.3	$	14.9	$	19.6
Litigation settlements and reserves, net	0.6			0.4		1.7		2.0
Litigation settlements (gains) and reserves, net
Net losses (gains) on foreign exchange	17.7			4.1		64.9		16.1
Other, net	(0.2		)	0.9		0.6		0.5
Other operating expenses (income), net	$	21.5		$	8.7	$	82.1	$	38.2

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 isare primarily related to revaluation of foreign denominated assets and ~~liabilities.~~liabilities, primarily those denominated in euros and Canadian dollars.

Other, net for the three months ended March 31, 2023 is primarily related to payments in connection with FHS area representative buyouts.

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,
	2017			2016			2017			2016
							Three Months Ended March 31,
							Three Months Ended March 31,
							Three Months Ended March 31,
										2024								2024	2023
Interest expense, net	$	136.0		$	117.3		$	375.4		$	349.6
Weighted average interest rate on long-term debt	4.8		%	5.2		%	4.9		%	5.2		%	Weighted average interest rate on long-term debt	5.0	%	4.9	%

During the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2024, 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~~the weighted average interest ~~rate.~~

~~Loss on Early Extinguishment of Debt~~

~~During~~rate driven by increases in interest rates which impacts our variable rate debt and 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 redeem a portionimpact of our ~~second lien notes during~~ September ~~2017 and the write-off of unamortized debt issuance costs and discounts in connection with the refinancing of our Term Loan Facility and the redemption of a portion of our second lien notes.~~2023 term loan refinancing.

Income Tax Expense

Our effective tax rate was ~~13.4%~~17.2% and ~~15.3%~~9.1% for the three ~~and nine~~ months ended ~~September 30, 2017, respectively,~~March 31, 2024 and ~~21.3% and 20.7% for the comparable periods~~2023, respectively. The increase in ~~2016, respectively. The~~our effective tax rate was ~~reduced~~primarily due to a favorable structural change benefiting 2023, unfavorable impacts of recently implemented Organization for Economic Cooperation and Development related tax changes and changes in the mix of income from multiple jurisdictions, partially offset by ~~6.8% and 4.5% for the three and nine months ended September 30, 2017, respectively, as a result of~~incremental excess tax benefits ~~from share-based~~

~~Table of Contents~~

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.on equity-based compensation.

Net Income

We reported net income of ~~$246.8~~$328 million for the three months ended ~~September 30, 2017,~~March 31, 2024, compared to net income of ~~$238.6~~$277 million for the three months ended ~~September 30, 2016.~~March 31, 2023. The increase in net income is primarily asdue to a ~~result~~$35 million favorable change in the results from other operating expenses (income), net, the non-recurrence of ~~increases~~$19 million of FHS Transaction costs, a $12 million increase in TH segment income, a $10 million increase in ~~TH and~~ BK ~~totaling $39.4~~segment income, a $9 million favorable change from the ~~inclusion~~impact of ~~$36.8~~equity method investments, a $7 million ofincrease in PLK segment income, a ~~$26.3~~$5 million increase in INTL segment income, a $3 million decrease in ~~income tax expense~~Corporate restructuring and ~~the non-recurrence of $4.4~~advisory fees, and a $1 million increase in ~~Integration costs.~~FHS segment income. These factors were partially offset by a ~~$58.2~~$40 million ~~loss on early extinguishment of debt, an $18.7~~increase in income tax expense, a $6 million increase in interest expense, net ~~a $12.8 million increase in other operating expenses (income), net,~~ and ~~$6.9~~$4 million of ~~PLK~~CRG Transaction costs.

~~We reported net income of $656.9 million for the nine months ended September 30, 2017, compared~~ Amounts above include a total unfavorable FX Impact to net income of ~~$654.5~~$5 million.

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Macro Economic Environment

During the three months ended March 31, 2024 and 2023, there were increases in commodity, labor, and energy costs which have resulted in increases in inflation, foreign exchange volatility, rising interest rates and general softening in the consumer environment which have been exacerbated by conflicts in the Middle East. These pressures could have an adverse impact on our business and results of operations if we and our franchisees are not able to manage costs effectively without negatively impacting consumers.

Segment Results of Operations for the Three Months Ended March 31, 2024 and 2023


TH Segment		Three Months Ended March 31,			Variance		FX Impact (a)		Variance Excluding FX Impact
	2024	2023	Favorable / (Unfavorable)
Revenues:
Sales			$	637	$	618	$	20	$	2	$	18
Franchise and property revenues			231		213		17		1		17
Advertising revenues and other services			70		62		8		—		8
Total revenues			939		893		45		2		43
Cost of sales			526		505		(20)		(1)		(19)
Franchise and property expenses			81		79		(3)		—		(3)
Advertising expenses and other services			70		65		(5)		—		(5)
Segment G&A (a)			42		37		(5)		—		(5)
Adjustments:
Franchise agreement amortization (b)			2		2		—		—		—
Cash distributions received from equity method investments			3		3		—		—		—
Segment income			224		212		12		1		11

(a)Segment G&A includes share-based compensation and non-cash incentive compensation expense of $12 million for the ~~nine~~three months ended ~~September 30, 2016. The~~March 31, 2024 and 2023.

(b)Franchise agreement amortization is included in franchise and property expenses.

System-wide Sales

During the three months ended March 31, 2024, the increase in ~~net income is~~TH system-wide sales of 7.8% was primarily driven by comparable sales of 6.9%, including Canada comparable sales of 7.5%.

Sales and Cost of Sales

During the three months ended March 31, 2024, the increase in sales was primarily driven by increases in supply chain sales, mainly due to increases in system-wide sales, increases in equipment sales, and a favorable FX Impact, partially offset by a decrease in CPG sales as a result of increases in ~~segment income~~promotional activity and trade investments.

During the three months ended March 31, 2024, the increase in ~~TH and BK totaling $93.7 million, the inclusion~~cost of ~~$70.0 million of PLK segment income, a $52.0 million decrease~~sales was primarily driven by increases in ~~income tax~~supply chain sales, increases in equipment sales, an increase in supply chain bad debt expense and an unfavorable FX Impact.

Franchise and Property

During 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 millionthree months ended March 31, 2024, the increase in ~~other operating expenses (income), net,~~franchise and property revenues was primarily driven by increases in royalties and rent, as a ~~$25.8 million~~result of increases in system-wide sales, and a favorable FX Impact.

During the three months ended March 31, 2024, the increase in ~~interest~~franchise and property expenses was primarily driven by an increase in rent expense ~~net,~~as a result of increases in system-wide sales.

Advertising and Other Services

During the three months ended March 31, 2024, the increase in advertising revenues and other services was primarily driven by increases in advertising fund contributions by franchisees, as a result of increases in system-wide sales.

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During the three months ended March 31, 2024, the increase in advertising expenses and other services was driven primarily by an ~~$11.9 million~~increases in advertising revenues and other services.

Segment G&A

During the three months ended March 31, 2024, the increase in Segment G&A was primarily driven by higher salary and employee-related costs for non-restaurant employees and an increase in professional fees.


BK Segment		Three Months Ended March 31,			Variance		FX Impact (a)		Variance Excluding FX Impact
	2024	2023	Favorable / (Unfavorable)
Revenues:
Sales			$	58	$	19	$	39	$	—	$	39
Franchise and property revenues			175		172		3		—		3
Advertising revenues and other services			117		106		11		—		11
Total revenues			350		297		53		—		53
Cost of sales			52		17		(35)		—		(35)
Franchise and property expenses			33		36		3		—		3
Advertising expenses and other services			125		117		(9)		—		(9)
Segment G&A (a)			36		34		(2)		—		(2)
Adjustments:
Franchise agreement amortization (b)			2		3		(1)		—		(1)

Segment income			106		96		10		—		10

(a)Segment G&A includes share-based compensation and non-cash incentive compensation expense of $10 million for the three months ended March 31, 2024 and 2023.

System-wide Sales

During the three months ended March 31, 2024, the increase in BK system-wide sales of 2.6% was primarily driven by comparable sales of 3.8%, including US comparable sales of 3.9%, partially offset by net restaurant growth of (2.4)%.

Sales and Cost of Sales

During the three months ended March 31, 2024, the increase in sales and cost of sales was primarily driven by increases in Company restaurants due to franchisee restaurant acquisitions during 2024 and 2023.

Franchise and Property

During the three months ended March 31, 2024, the increase in franchise and property revenues was primarily driven by increases in royalties, as a ~~$7.5~~result of increases in system-wide sales.

During the three months ended March 31, 2024, the decrease in franchise and property expenses was primarily driven by bad debt recoveries in 2024 compared to bad debt expenses in 2023.

Advertising and Other Services

During the three months ended March 31, 2024, the increase in advertising revenues and other services was primarily driven by increases in advertising fund contributions from vendors and franchisees.

During the three months ended March 31, 2024, the increase in advertising expenses and other services was driven primarily by increases in advertising revenues and other services.

Segment G&A

During the three months ended March 31, 2024, the increase in Segment G&A was primarily driven by higher salary and employee-related costs for non-restaurant employees.

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PLK Segment		Three Months Ended March 31,			Variance		FX Impact (a)		Variance Excluding FX Impact
	2024	2023	Favorable / (Unfavorable)
Revenues:
Sales			$	23	$	21	$	2	$	—	$	2
Franchise and property revenues			80		73		7		—		7
Advertising revenues and other services			75		66		9		—		9
Total revenues			178		159		18		—		18
Cost of sales			19		19		—		—		—
Franchise and property expenses			2		2		—		—		—
Advertising expenses and other services			76		67		(10)		—		(10)
Segment G&A (a)			22		21		(1)		—		(1)
Adjustments:
Franchise agreement amortization (b)			1		1		—		—		—

Segment income			58		51		7		—		7

(a)Segment G&A includes share-based compensation and non-cash incentive compensation expense of $7 million ~~decrease~~and $6 million for the three months ended March 31, 2024 and 2023, respectively.

System-wide Sales

During the three months ended March 31, 2024, the increase in PLK system-wide sales of 10.4% was primarily driven by comparable sales of 5.7%, including US comparable sales of 6.2%, and net restaurant growth of 4.7%.

Sales and Cost of Sales

During the three months ended March 31, 2024, sales remained relatively consistent with the prior year.

During the three months ended March 31, 2024, cost of sales remained consistent with the prior year.

Franchise and Property

During the three months ended March 31, 2024, the increase in franchise and property revenues was primarily driven by increases in royalties, as a result of increases in system-wide sales.

During the three months ended March 31, 2024, franchise and property expenses remained consistent with the prior year.

Advertising and Other Services

During the three months ended March 31, 2024, the increase in advertising expenses and other services was primarily driven by increases in advertising revenues and other services.

Segment G&A

During the three months ended March 31, 2024, Segment G&A remained relatively consistent with the prior year.

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FHS Segment		Three Months Ended March 31,			Variance		FX Impact (a)		Variance Excluding FX Impact
	2024	2023	Favorable / (Unfavorable)
Revenues:
Sales			$	10	$	10	$	—	$	—	$	—
Franchise and property revenues			25		23		2		—		2
Advertising revenues and other services			15		4		10		—		10
Total revenues			50		37		13		—		13
Cost of sales			9		8		—		—		—
Franchise and property expenses			2		2		—		—		—
Advertising expenses and other services			15		5		(11)		—		(11)
Segment G&A (a)			14		13		(1)		—		(1)



Segment income			10		9		1		—		1

(a)Segment G&A includes share-based compensation and non-cash incentive compensation expense of $3 million for the three months ended March 31, 2024 and 2023.

System-wide Sales

During the three months ended March 31, 2024, the increase in FHS system-wide sales of 4.3% was primarily driven by net restaurant growth of 3.6% and relatively flat comparable sales of 0.3%, including US comparable sales of 0.3%.

Sales and Cost of Sales

During the three months ended March 31, 2024, sales and cost of sales remained consistent with the prior year.

Franchise and Property

During the three months ended March 31, 2024, franchise and property revenues remained relatively consistent with the prior year.

During the three months ended March 31, 2024, franchise and property expenses remained consistent with the prior year.

Advertising and Other Services

During the three months ended March 31, 2024, the increases in advertising revenues and other services and advertising expenses and other services reflect modification of the advertising fund arrangements to be more consistent with those of our other brands.

Segment G&A

During the three months ended March 31, 2024, Segment G&A remained relatively consistent with the prior year.


INTL Segment		Three Months Ended March 31,			Variance		FX Impact (a)		Variance Excluding FX Impact
	2024	2023	Favorable / (Unfavorable)
Revenues:
Sales			$	—	$	—	$	—	$	—	$	—
Franchise and property revenues			201		187		15		(4)		19
Advertising revenues and other services			21		16		5		1		5
Total revenues			222		203		20		(4)		23
Cost of sales			—		—		—		—		—
Franchise and property expenses			8		5		(4)		—		(4)
Advertising expenses and other services			23		18		(6)		(1)		(5)
Segment G&A (a)			53		46		(7)		(1)		(6)
Adjustments:
Franchise agreement amortization (b)			3		3		1		—		1

Segment income			142		137		5		(5)		10

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(a)Segment G&A includes share-based compensation and non-cash incentive compensation expense of $14 million for the three months ended March 31, 2024 and 2023.

System-wide Sales

During the three months ended March 31, 2024, the increase in INTL system-wide sales of 11.6% was primarily driven by net restaurant growth of 8.4% and comparable sales of 4.2%.

Franchise and Property

During the three months ended March 31, 2024, the increase in franchise and property revenues was primarily driven by increases in royalties, primarily at Burger King, as a result of increases in system-wide sales, partially offset by an unfavorable FX Impact.

During the three months ended March 31, 2024, the increase in franchise and property expenses was primarily related to Tim Hortons due to an increase in bad debt expenses.

Advertising and Other Services

During the three months ended March 31, 2024, the increase in advertising revenues and other services was primarily driven by increases in advertising fund contributions from franchisees and vendors in the ~~impact~~limited number of ~~equity method investments.~~markets where we manage the advertising funds.

During the three months ended March 31, 2024, the increases in advertising expenses and other services were driven primarily by increases in advertising revenues.

Segment G&A

During the three months ended March 31, 2024, the increase in Segment G&A was primarily driven by higher salary and employee-related costs for non-restaurant employees.

Non-GAAP Reconciliations

The table below contains information regarding ~~EBITDA and~~ Adjusted ~~EBITDA,~~Operating Income, which ~~are~~is a non-GAAP ~~measures. These~~measure. This non-GAAP ~~measures do~~measure does not have a standardized meaning under U.S. GAAP and may differ from a similar captioned ~~measures~~measure of other companies in our industry. We believe ~~that these~~this non-GAAP ~~measures are~~measure is useful to investors in assessing our operating performance, as it provides 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~~this non-GAAP ~~measures,~~measure, we intend to provide investors with a consistent comparison of our operating results and trends for the periods presented. ~~EBITDA~~Adjusted Operating Income is defined as ~~earnings (net~~ income ~~or loss) before interest expense, net, (gain) loss on early extinguishment~~from operations excluding (i) franchise agreement amortization as a result of debt, income tax expense, and depreciation and amortization and is used by management to measure operating performance of the business. Adjusted EBITDA is defined as EBITDA excluding the non-cash impact of share-based compensation and non-cash incentive compensation expense andacquisition accounting, (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 with~~net and, (iv) income/expenses from non-recurring projects ~~are also excluded~~and non-operating activities. For the periods referenced, income/expenses from ~~Adjusted EBITDA, including PLK Transaction costs associated~~non-recurring projects and non-operating activities included (i) non-recurring fees and expense incurred in connection with the ~~Popeyes Acquisition~~announced acquisition of Carrols consisting primarily of professional fees; (ii) non-recurring fees and ~~integration costs associated~~expense incurred in connection with the acquisition of ~~Tim Hortons.~~ Firehouse consisting of professional fees, compensation related expenses and integration costs; and (iii) non-operating costs from professional advisory and consulting services associated with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movements as well as services related to significant tax reform legislation and regulations. 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 may cause volatility in our results unrelated to the performance of our core business that does not reflect trends of our core operations.

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Adjusted ~~EBITDA~~Operating Income 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,~~Operating Income, as defined above, also represents our measure of segment income for each of our ~~three~~five operating segments.

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Three Months Ended
September 30, Variance Nine Months Ended
September 30, Variance
$ % $ %
2017 2016 Favorable / (Unfavorable) 2017 2016 Favorable / (Unfavorable)
Segment income:
TH $ 294.4
$ 287.1
$ 7.3
2.5 % $ 831.7
$ 793.9
$ 37.8
4.8 %
BK 233.9
201.8
32.1
15.9 % 637.8
581.9
55.9
9.6 %
PLK 36.8
—
36.8
NM
70.0
—
70.0
NM
Adjusted EBITDA 565.1
488.9
76.2
15.6 % 1,539.5
1,375.8
163.7
11.9 %
Share-based compensation and non-cash incentive compensation expense 12.5
11.8
(0.7 ) (5.9 )% 42.9
31.0
(11.9 ) (38.4 )%
PLK Transaction costs 6.9
—
(6.9 ) NM
49.8
—
(49.8 ) NM
Integration costs —
4.4
4.4
NM
—
10.4
10.4
NM
Impact of equity method investments (a) (1.3 ) 0.3
1.6
NM (0.1 ) (7.6 ) (7.5 ) 98.7 %
Other operating expenses (income), net 21.5
8.7
(12.8 ) NM
82.1
38.2
(43.9 ) (114.9 )%
EBITDA 525.5
463.7
61.8
13.3 % 1,364.8
1,303.8
61.0
4.7 %
Depreciation and amortization 46.2
43.2
(3.0 ) (6.9 )% 134.9
128.7
(6.2 ) (4.8 )%
Income from operations 479.3
420.5
58.8
14.0 % 1,229.9
1,175.1
54.8
4.7 %
Interest expense, net 136.0
117.3
(18.7 ) (15.9 )% 375.4
349.6
(25.8 ) (7.4 )%
Loss on early extinguishment of debt 58.2
—
(58.2 ) NM
78.6
—
(78.6 ) NM
Income tax expense 38.3
64.6
26.3
40.7 % 119.0
171.0
52.0
30.4 %
Net income $ 246.8
$ 238.6
$ 8.2
3.4 % $ 656.9
$ 654.5
$ 2.4
0.4 %


	Three Months Ended March 31,		Variance
					$			%
		2024	2023			Favorable / (Unfavorable)

Income from operations			$	544		$	447		$	97	22	%
Franchise agreement amortization			8			8			—		—	%
CRG Transaction costs			4			—			(4)		NM
FHS Transaction costs			—			19			19		100	%
Corporate restructuring and advisory fees			2			5			3		60	%
Impact of equity method investments (a)			—			9			9		100	%
Other operating expenses (income), net			(18)			17			35		NM
Adjusted Operating Income			$	540		$	505		$	35	7	%

Segment income:
TH			$	224		$	212		$	12	6	%
BK			106			96			10		10	%
PLK			58			51			7		14	%
FHS			10			9			1		10	%
INTL			142			137			5		3	%
Adjusted Operating Income			$	540		$	505		$	35	7	%

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 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.~~

~~The increase in EBITDA~~Operating Income for the three months ended ~~September 30, 2017 is primarily due to increases~~March 31, 2024 reflects an increase in segment income in all of our ~~TH and BK~~ segments, ~~the inclusion of PLK segment income, the non-recurrence of integration costs, and an improvement from the impact of equity method investments,~~ partially offset by an ~~increase in other operating expenses (income), net, PLK Transaction costs recognized in the current period, and an increase in share-based compensation and non-cash incentive compensation.~~unfavorable FX Impact of $5 million.

The increase in EBITDA for the nine months ended September 30, 2017 is primarily due to increases in segment income in our TH and BK segments, the inclusion of PLK segment income, and the non-recurrence of integration costs, partially offset by PLK Transaction costs recognized in the current period, an increase in other operating expenses (income), net, an increase in share-based compensation and non-cash incentive compensation, and a decrease from the impact of equity method investments.

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~~affiliates’ outstanding debt, to fund ~~our~~acquisitions 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,~~March 31, 2024, 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

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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~~$1,049 million and borrowing availability of ~~$498.4~~$1,248 million under our ~~Revolving~~senior 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.

AsIn September 2022, Burger King shared the details of ~~September 30, 2017,~~its “Reclaim the Flame” plan to accelerate sales growth and drive franchisee profitability. We are investing $400 million over the life of the plan, comprised of $150 million in advertising and digital investments (“Fuel the Flame”) and $250 million in high-quality remodels and relocations, restaurant technology, kitchen equipment, and building enhancements (“Royal Reset”). During the three months ended March 31, 2024, we funded $6 million toward the Fuel the Flame investment and $19 million toward our Royal Reset investment and as of March 31, 2024,

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we have funded a total of $79 million toward the Fuel the Flame investment and $81 million toward our Royal Reset investment.

In April 2024, Burger King announced plans to extend its Long-Term Royal Reset program with plans to invest an additional $300 million in remodels from 2025 through 2028.

On January 16, 2024, we announced that we have reached an agreement to acquire all of Carrols Restaurant Group, Inc. (“Carrols”) issued and outstanding shares that are not already held by RBI or its affiliates for $9.55 per share in an all cash transaction, or an aggregate total enterprise value of approximately 3%$1.0 billion. The transaction is expected to be completed in the second quarter of 2024 and is subject to customary closing conditions, including approval by the holders of the majority of common stock held by Carrols stockholders excluding shares held by RBI and its affiliates and officers of Carrols in addition to approval by holders of a majority of outstanding common stock of Carrols. The transaction is not subject to a financing contingency and is expected to be financed with cash on hand of approximately $230 million and term loan debt. We secured financing whereby lenders will provide an additional $750 million of Term Loan B loans on the same terms as the existing Term Loan B under our ~~consolidated cash and cash equivalents balances were held in countries other than Canada and the U.S. Undistributed earnings of our foreign subsidiaries for periods prior~~Credit Agreement, subject to the ~~acquisition~~closing 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 reinvested and would be subject to tax in the ~~U.S. upon repatriation of cash.~~

Carrols acquisition.

On August ~~2, 2016,~~31, 2023, 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 September 30, 2025. 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 three months ended March 31, 2024, RBI did not repurchase any RBI common shares. As of March 31, 2024, RBI had $500 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,~~March 31, 2024, our long-term debt ~~is comprised~~consists 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, and obligations under ~~capital~~finance leases. For further information about our long-term debt, see Note 910 to the accompanying unaudited condensed consolidated financial statements included in this report.

~~Refinancing~~As 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 $500.0March 31, 2024, there was $6,437 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.

~~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

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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%~~7.33%. 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) Term SOFR (Secured Overnight Financing Rate), 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 1.25%, or (ii) Term SOFR, subject to a floor of 0.00%, plus an applicable margin of 2.25%.

Based on the amounts outstanding under the Term Loan ~~Facility~~Facilities and ~~LIBOR~~SOFR as of ~~September 30, 2017,~~March 31, 2024, subject to a floor of ~~1.00%~~0.00%, required debt service for the next twelve months is estimated to be approximately ~~$227.9~~$480 million in interest payments and ~~$64.5~~$60 million in principal payments. In addition, based on ~~LIBOR~~SOFR as of ~~September 30, 2017,~~March 31, 2024, net cash settlements that we expect to ~~pay~~receive on our ~~$2,500.0~~$4,000 million interest rate ~~swap~~swaps are estimated to be approximately ~~$24.2~~$128 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.

~~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.

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Based on the amounts outstanding at ~~October 26, 2017,~~March 31, 2024, 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 March 31, 2024, required debt service for the next twelve months is estimated to be approximately $8 million in interest payments and $16 million in principal payments.

Restrictions and Covenants

As of ~~September 30, 2017,~~March 31, 2024, we were in compliance with all applicable financial debt covenants under the Credit Facilities, ~~2017 4.25%~~the TH 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 draw on the remaining availability under our Revolving Credit Facility.Notes.

~~Preferred 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 make 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.

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Cash Distributions/Dividends

On ~~October 2, 2017,~~April 4, 2024, 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$0.58 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 $0.58 in respect of each Partnership exchangeable ~~unit in the amount of $0.20 per exchangeable~~ unit.

~~On October 25, 2017, the~~The 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$0.58 per RBI common share, which will be paid on ~~January 3, 2018~~July 5, 2024 to RBI common shareholders of record on ~~December 15, 2017.~~June 21, 2024. 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~~$0.58 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,~~April 23, 2024, we had outstanding ~~202,006,067~~202,008,287 Class A common units issued to RBI ~~68,530,939 Partnership preferred units issued to RBI~~ and ~~226,839,418~~133,595,544 Partnership exchangeable units. ~~In October 2017~~During the three months ended March 31, 2024, 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 2,220 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~~pursuant 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 ~~our~~RBI's share-based compensation and ~~our~~its outstanding equity awards, see Note 1413 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,~~2023, filed with the ~~SEC~~U.S Securities and Exchange Commission (the “SEC”) and Canadian securities regulatory authorities on February ~~17, 2017.~~22, 2024.

~~Since December 12, 2015, the holders~~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~~$148 million ~~during~~for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024, compared to ~~$905.8~~$95 million during the same period in the prior year. The ~~decrease~~increase in cash provided by operating activities was primarily driven by ~~increases~~a decrease in cash used for working capital and an increase in segment income in each of our segments, partially offset by an increase in income tax payments and ~~interest payments, PLK Transaction costs, and~~ an increase in ~~cash used by changes in working capital, partially offset by the inclusion of PLK segment income and increases in TH and BK segment income.~~interest payments.

Investing Activities

Cash used for investing activities was ~~$851.9~~$31 million for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024, compared to no net cash provided by or used from investing activities during the same period in the prior year. This change was primarily driven by current year net payments from the acquisition of ~~$19.3~~franchised restaurants and an increase in capital expenditures.

Financing Activities

Cash used for financing activities was $203 million for the three months ended March 31, 2024, compared to $240 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 ~~proceeds~~an increase in capital contributions from ~~the Incremental Term Loans under our Term Loan Facility, the issuance of the 2017 4.25% Senior Notes,~~RBI and ~~the issuance of the first tranche of the 2017 5.00% Senior Notes, partially offset by the repayment of~~ a ~~portion of the 2014 6.00% Senior Notes, the repayment of a portion of the Term Loan Facility~~decrease in ~~connection with the February 2017 refinancing referred to above, the repayment of~~long-term 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 payments in the current period.repayments.

~~Contractual Obligations and Commitments~~

Except as described herein, as of October 26, 2017, there were no material changes to our contractual obligations, which are detailed 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.

Payment Due by Period
Less Than More Than
Contractual Obligations Total 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 discussion~~For information regarding our Critical Accounting Policies and ~~analysis~~Estimates, 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 SEC ~~and Canadian securities regulatory authorities~~ 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~~22, 2024.

Table of ~~our critical accounting policies and estimates due to the high degree of judgment or complexity in its application:~~Contents

~~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.

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~~three months ended ~~September 30, 2017~~March 31, 2024 to the disclosures made in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2023 filed with the SEC and Canadian securities regulatory authorities on February ~~17, 2017.~~22, 2024.

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.~~March 31, 2024. 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 Popeyes 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 ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 that have materially affected, or are reasonably likely to materially affect, ~~RBI’s~~Partnership’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 conflict in the Middle East 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; (ii) our commitment to growth opportunities, plans and strategies for each of our brands and ability to enhance operations and drive long-term, sustainable growth; (iii) the amount and timing of future Corporate restructuring costs, (iv) advisory fees and costs associated with the FHS and Carrols Transactions; (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 exposure to changes in interest rates and foreign currency exchange rates and the impact of changes in interest rates and foreign currency exchange rates on the amount of our interest payments, future earnings and ~~timing of additional general~~cash flows; (vii) certain tax matters, including our estimates with respect to tax matters and ~~administrative expenses associated with the Popeyes Acquisition; (iii)~~their impact on future periods; (viii) the amount ~~and timing~~ of ~~the redemption of the Preferred Shares and the source of funds used~~net cash settlements we expect 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)pay or receive on our derivative instruments; (ix) certain accounting matters and ~~tax matters.~~(x) our expectation that the Carrols transaction will be completed in the second quarter of 2024 and financed with cash on hand and term loan debt for which RBI has received a financing commitment.

~~These~~

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Our forward-looking statements, included in this report and elsewhere, represent management’s expectations as of the date ~~hereof. These~~that they are made. Our forward-looking statements are based on ~~certain~~ assumptions and analyses made by ~~the Company~~Partnership 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 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 nearly fully franchised business model; (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 ~~advertising~~digital 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, ~~and~~including subfranchisees to accelerate restaurant growth; ~~(8)~~(11) unforeseen events such as pandemics; (12) the ability of the counterparties to our credit ~~facilities~~facilities’ and ~~derivatives~~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; (14) evolving legislation and regulations in the area of franchise and labor and employment law; (15) our ability to address environmental and social sustainability issues; (16) the conflict between Russia and Ukraine, and the conflict in the Middle East; (17) our and Carrols ability to meet all the closing conditions such that timing of the acquisition of Carrols is consummated as anticipated; (18) our ability to utilize secured loans to fund the Carrols acquisition and (19) litigation or other regulatory matters that could impact the acquisition of Carrols.

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, ~~2016~~2023 filed with the SEC and Canadian securities regulatory authorities on February ~~17, 2017,~~22, 2024, 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,~~See Part I, Notes to Condensed Consolidated Financial Statements, Note 15, Commitments and Contingencies.

Item 5. Other Information

During the three months ended March 31, 2024, no director or officer of RBI adopted or terminated a ~~claim was filed~~"Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in ~~the Ontario Superior Court~~Item 408(a) of ~~Justice in a case styled~~ ~~JB & M Walker Ltd. 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.

Regulation S-K.

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Item 6. Exhibits




Exhibit Number						Description

~~10.10(d)~~ 10.88(a)*						Amendment ~~No. 2, dated February 17, 2017,~~ to ~~the Credit Agreement~~Offer Letter dated as of ~~October 27, 2014,~~March 14, 2024 by and 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 agentDavid Shear, Burger King Europe GmbH, PLK Europe GmbH, Tim Hortons Restaurants International GmbH and ~~swing line lender and each L/C issuer and lender from time to time party thereto~~Firehouse Subs Europe GmbH (incorporated herein by reference to Exhibit ~~10.10(d)~~10.88(a) to the Form 10-Q of Restaurant Brands International Inc. filed on ~~October 26, 2017)~~April 30, 2024).

~~10.10(e)~~ 10.88(b)*						~~Incremental Facility Amendment,~~Separation Agreement dated as of March ~~27, 2017, to the Credit Agreement dated as of October 27, 2014,~~14, 2024 by and 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 agentDavid Shear, Burger King Europe GmbH, PLK Europe GmbH, Tim Hortons Restaurants International GmbH and ~~swing line lender and each L/C issuer and lender from time to time party thereto~~Firehouse Subs Europe GmbH (incorporated herein by reference to Exhibit ~~10.10(e)~~10.88(b) to the Form 10-Q of Restaurant Brands International Inc. filed on ~~October 26, 2017)~~April 30, 2024).

~~10.46~~ 10.89(a)*						~~Purchase~~Employment and Post-Employment Covenants 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)~~March 14, 2024 by and ~~the Guarantors (as defined therein)(incorporated~~between Sami Siddiqui and Restaurant Brands International Inc (incorporated herein by reference to Exhibit ~~10.46~~10.89(a) to the Form 10-Q of Restaurant Brands International Inc. filed on ~~October 26, 2017)~~April 30, 2024).

~~10.47~~ 10.89(b)*						~~Purchase~~Employment and Post-Employment Covenants Agreement dated as of ~~September 18, 2017 among J.P. Morgan Securities~~March 14, 2024 by and between Sami Siddiqui and Restaurant Brands International US Services LLC ~~as representative of the Initial Purchasers (as defined therein), the Issuers (as defined therein) and the Guarantors (as defined therein)(incorporated~~(incorporated herein by reference to Exhibit ~~10.47~~10.89(b) to the Form 10-Q of Restaurant Brands International Inc. filed on ~~October 26, 2017)~~April 30, 2024).

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.

31.2						Certification of Chief Financial 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.

32.1						Certification of Chief Executive Officer of Restaurant Brands International Inc., as general partner of Restaurant Brands International Limited Partnership, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2						Certification of Chief Financial Officer of Restaurant Brands International Inc., as general partner of Restaurant Brands International Limited Partnership, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS						XBRL 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.SCH						XBRL Taxonomy Extension Schema Document

101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						XBRL Taxonomy Extension Label Linkbase Document

101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101)

* Management contract or compensatory plan or arrangement

Table of Contents

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:

~~By:~~

Restaurant Brands International Inc., its general partner

Date: April 30, 2024

By:

/s/ Sami Siddiqui

~~Date: October 26, 2017~~

Name:

~~By:~~

~~/s/ Joshua Kobza~~Sami Siddiqui

Title:

~~Name:~~

~~Joshua Kobza, principal financial officer~~

~~Title:~~

Chief Financial Officer of Restaurant Brands International Inc.

(principal financial officer)

(duly authorized officer)

5549


Canada			98-1206431

~~Ontario~~	~~98-1206431~~
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)


130 King Street West, Suite 300				M5X 1E1
Toronto,	Ontario
~~226 Wyecroft Road~~ ~~Oakville, Ontario~~			~~L6K 3X7~~
(Address of Principal Executive Offices)		(Zip Code)



				Page


		~~Page~~

	PART I – Financial Information
Item 1.			Financial Statements	34
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations	3631
Item 3.			Quantitative and Qualitative Disclosures About Market Risk	5146
Item 4.			Controls and Procedures	5146

				PART II – Other Information
Item 1.			Legal Proceedings	5347
Item 6.5.			~~Exhibits~~Other Information	5347
Item 6.			~~Signatures~~Exhibits	5548
			Signatures	49



	March 27, 2017
Total current assets	$	64.4
Property and equipment	115.2
Intangible assets	1,405.2
Other assets	0.7
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 assets	808.9
Goodwill	845.8
Total consideration	$	1,654.7


Contract Liabilities
Balance at December 31, 2023	$	555

Recognized during period and included in the contract liability balance at the beginning of the year	(19)
Increase, excluding amounts recognized as revenue during the period	13
Impact of foreign currency translation	(4)
Balance at March 31, 2024	$	545


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


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


	As of						As of
	September 30, 2017			December 31, 2016			March 31, 2024	December 31, 2023
ASSETS
Current assets:
Current assets:
Current assets:
Cash and cash equivalents	$	3,547.2		$	1,420.4
Accounts and notes receivable, net of allowance of $18.2 and $14.3, respectively	421.9			403.5
Cash and cash equivalents
Cash and cash equivalents
Accounts and notes receivable, net of allowance of $46 and $37, respectively
Inventories, net	91.9			71.8
Advertising fund restricted assets	110.8			57.7
Prepaids and other current assets	108.1			103.6
Total current assets	4,279.9			2,057.0
Property and equipment, net of accumulated depreciation and amortization of $585.1 and $474.5, respectively	2,158.2			2,054.7
Property and equipment, net of accumulated depreciation and amortization of $1,206 and $1,187, respectively
Operating lease assets, net
Intangible assets, net	11,121.8			9,228.0
Goodwill	5,810.3			4,675.1
Net investment in property leased to franchisees	76.1			91.9
Derivative assets	—			717.9
Other assets, net	481.6			300.7
Total assets	$	23,927.9		$	19,125.3
LIABILITIES, PARTNERSHIP PREFERRED UNITS AND EQUITY
LIABILITIES AND EQUITY
Current liabilities:
Current liabilities:
Current liabilities:
Accounts and drafts payable
Accounts and drafts payable
Accounts and drafts payable	$	365.2		$	369.8
Other accrued liabilities	530.6			469.3
Gift card liability	130.3			194.4
Advertising fund liabilities	154.1			83.3
Current portion of long term debt and capital leases	77.5			93.9
Current portion of long-term debt and finance leases
Total current liabilities	1,257.7			1,210.7
Term debt, net of current portion	11,303.6			8,410.2
Capital leases, net of current portion	238.7			218.4
Long-term debt, net of current portion
Finance leases, net of current portion
Operating lease liabilities, net of current portion
Other liabilities, net	1,354.0			784.9
Deferred income taxes, net	2,200.3			1,715.1
Total liabilities	16,354.3			12,339.3
Partnership preferred units; no par value; 68,530,939 authorized, issued and outstanding at September 30, 2017 and December 31, 2016	3,297.0			3,297.0
Partners’ capital:
Class A common units; 202,006,067 issued and outstanding at September 30, 2017 and December 31, 2016	3,530.7			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, 2016	1,560.9			1,476.2
Class A common units; 202,008,287 issued and outstanding at March 31, 2024; 202,006,067 issued and outstanding at December 31, 2023
Class A common units; 202,008,287 issued and outstanding at March 31, 2024; 202,006,067 issued and outstanding at December 31, 2023
Class A common units; 202,008,287 issued and outstanding at March 31, 2024; 202,006,067 issued and outstanding at December 31, 2023
Partnership exchangeable units; 133,595,544 issued and outstanding at March 31, 2024; 133,597,764 issued and outstanding at December 31, 2023
Accumulated other comprehensive income (loss)	(818.7		)	(1,355.4		)
Total Partners’ capital	4,272.9			3,484.9
Noncontrolling interests	3.7			4.1
Total equity	4,276.6			3,489.0
Total liabilities, Partnership preferred units and equity	$	23,927.9		$	19,125.3
Total liabilities and equity



	Class A Common Units				Partnership Exchangeable Units					Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interest			Total
	Units	Amount			Units		Amount			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interest			Total
Balances at December 31, 2016	202,006,067	$	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, 2017	202,006,067	$	3,530.7		226,839,418		$	1,560.9		$	(818.7	)	$	3.7		$	4,276.6


	Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2024	2023
Cash flows from operating activities:
Net income	$	656.9		$	654.5
Net income
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	134.9			129.0
Premiums paid and non-cash loss on early extinguishment of debt	75.9			—
Depreciation and amortization
Depreciation and amortization

Amortization of deferred financing costs and debt issuance discount
Amortization of deferred financing costs and debt issuance discount
Amortization of deferred financing costs and debt issuance discount	25.2			29.1
(Income) loss from equity method investments	(8.9		)	(16.6		)
Loss (gain) on remeasurement of foreign denominated transactions	64.7			16.1
Net losses on derivatives	23.1			15.3
Share-based compensation expense	38.0			25.9
(Gain) loss on remeasurement of foreign denominated transactions
Net (gains) losses on derivatives
Share-based compensation and non-cash incentive compensation expense
Deferred income taxes	(3.1		)	34.6
Other	12.8			8.0
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	0.3			20.0
Accounts and notes receivable
Accounts and notes receivable
Inventories and prepaids and other current assets	(12.5		)	(3.0		)
Accounts and drafts payable	(30.4		)	11.8
Advertising fund restricted assets and fund liabilities	18.1			4.0
Other accrued liabilities and gift card liability	(161.4		)	(23.8		)
Tenant inducements paid to franchisees
Other long-term assets and liabilities	(40.0		)	0.9
Net cash provided by operating activities	793.6			905.8
Cash flows from investing activities:
Payments for property and equipment	(16.9		)	(18.2		)
Proceeds from disposal of assets, restaurant closures, and refranchisings	19.6			18.1
Net payment for purchase of Popeyes, net of cash acquired	(1,635.9		)	—
Return of investment on direct financing leases	11.8			12.5
Payments for property and equipment
Payments for property and equipment
Net proceeds from disposal of assets, restaurant closures, and refranchisings
Net payments from acquisition of franchised restaurants
Settlement/sale of derivatives, net	771.8			4.9
Other investing activities, net	(2.3		)	2.0
Net cash provided by (used for) investing activities	(851.9		)	19.3

Net cash (used for) provided by investing activities
Net cash (used for) provided by investing activities
Net cash (used for) provided by investing activities
Cash flows from financing activities:
Proceeds from issuance of long-term debt	4,350.0			—
Repayments of long-term debt and capital leases	(1,690.0		)	(52.7		)
Payment of financing costs	(57.0		)	—
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		)

Repayments of long-term debt and finance leases

Repayments of long-term debt and finance leases

Repayments of long-term debt and finance leases

Distributions on Class A common and Partnership exchangeable units
Distributions on Class A common and Partnership exchangeable units
Distributions on Class A common and Partnership exchangeable units

Capital contribution from RBI
Capital contribution from RBI
Capital contribution from RBI
Proceeds from derivatives
Other financing activities, net	(6.2		)	0.8
Net cash provided by (used for) financing activities	2,162.4			(464.8		)
Net cash (used for) provided by financing activities
Effect of exchange rates on cash and cash equivalents	22.7			14.6
Increase (decrease) in cash and cash equivalents	2,126.8			474.9
Cash and cash equivalents at beginning of period	1,420.4			753.7
Cash and cash equivalents at end of period	$	3,547.2		$	1,228.6
Supplemental cashflow disclosures:
Supplemental cash flow disclosures:
Interest paid
Interest paid
Interest paid	$	340.2		$	285.9
Income taxes paid	$	189.3		$	93.3
Non-cash investing and financing activities:
Acquisition of property with capital lease obligations	$	23.0		$	22.5



	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 taxes	164.9
Other liabilities	7.3
Total decrease in goodwill	$	(232.5	)


Contract liabilities expected to be recognized in
Remainder of 2024	$	42
2025	54
2026	50
2027	47
2028	44
Thereafter	308
Total	$	545


	Three Months Ended March 31, 2024
	TH		BK		PLK		FHS		INTL		Total
Sales	$	638	$	58	$	23	$	10	$	—	$	729
Royalties	77		116		75		17		188		473
Property revenues	147		56		3		—		—		206
Franchise fees and other revenue	7		3		2		8		13		33
Advertising revenues and other services	70		117		75		15		21		298
Total revenues	$	939	$	350	$	178	$	50	$	222	$	1,739


	Three Months Ended March 31, 2023
	TH		BK		PLK		FHS		INTL		Total
Sales	$	618	$	19	$	21	$	10	$	—	$	668
Royalties	71		113		68		17		173		442
Property revenues	137		55		3		—		1		196
Franchise fees and other revenue	5		4		2		6		13		30
Advertising revenues and other services	62		106		66		4		16		254
Total revenues	$	893	$	297	$	160	$	37	$	203	$	1,590


	As of
	March 31, 2024						December 31, 2023
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Identifiable assets subject to amortization:
Franchise agreements	$	735	$	(353)	$	382	$	727	$	(348)	$	379
Favorable leases	80		(54)		26		81		(54)		27
Subtotal	815		(407)		408		808		(402)		406
Indefinite-lived intangible assets:
Tim Hortons brand	$	6,299	$	—	$	6,299	$	6,423	$	—	$	6,423
Burger King brand	2,092		—		2,092		2,107		—		2,107
Popeyes brand	1,355		—		1,355		1,355		—		1,355
Firehouse Subs brand	816		—		816		816		—		816
Subtotal	10,562		—		10,562		10,701		—		10,701
Intangible assets, net					$	10,970					$	11,107

Goodwill:
TH segment	$	4,042					$	4,118
BK segment	239						232
PLK segment	844						844
FHS segment	193						193
INTL segment	384						388
Total	$	5,702					$	5,775



~~Entity~~	~~Country~~	~~Equity Interest~~
~~TIMWEN Partnership~~	~~Canada~~	~~50.0%~~
~~Carrols Restaurant Group, Inc.~~	~~United States~~	~~20.7%~~
~~Pangaea Foods (China) Holdings, Ltd.~~	~~China~~	~~27.5%~~


~~(a)~~	~~$35.6 million of Tim Hortons Notes were repaid on June 1, 2017, the original maturity date.~~


	Derivatives		Pensions		Foreign Currency Translation		Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2023	$	675	$	(17)	$	(1,643)	$	(985)
Foreign currency translation adjustment	—		—		(240)		(240)
Net change in fair value of derivatives, net of tax	203		—		—		203
Amounts reclassified to earnings of cash flow hedges, net of tax	(22)		—		—		(22)

Balance at March 31, 2024	$	856	$	(17)	$	(1,883)	$	(1,044)



		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	Affected Line Item in the Statement of Operations	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.~~



	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 Operations	Gain (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 currency	8.6		1.1		Other accrued liabilities
Derivatives designated as net investment hedges
Foreign currency	417.4		—		Other liabilities, net
Total liabilities at fair value	$	487.8	$	56.2


		Gain or (Loss) Recognized in Other Comprehensive Income (Loss)
	Three Months Ended March 31,
		2024		2023
Derivatives designated as cash flow hedges(1)
Interest rate swaps		$	92	$	(57)
Forward-currency contracts		$	3	$	(1)
Derivatives designated as net investment hedges
Cross-currency rate swaps		$	131	$	(35)


	Location of Gain or (Loss) Reclassified from AOCI into Earnings		Gain or (Loss) Reclassified from AOCI into Earnings
		Three Months Ended March 31,
			2024		2023
Derivatives designated as cash flow hedges
Interest rate swaps	Interest expense, net		$	30	$	15
Forward-currency contracts	Cost of sales		$	—	$	3

	Location of Gain or (Loss) Recognized in Earnings		Gain or (Loss) Recognized in Earnings (Amount Excluded from Effectiveness Testing)
		Three Months Ended March 31,
			2024		2023
Derivatives designated as net investment hedges
Cross-currency rate swaps	Interest expense, net		$	11	$	15


~~(a)~~	~~Only Canada and the United States represented 10% or more of our total revenues in each period presented.~~



PLK Segment (in millions of U.S. dollars)	Three months ended September 30, 2017		Nine months ended September 30, 2017
Revenues:
Sales	$	22.7	$	45.7
Franchise and property revenues	45.3		89.0
Total revenues	68.0		134.7
Cost of sales	17.8		37.0
Franchise and property expenses	2.2		4.5
Segment SG&A	12.8		27.2
Segment depreciation and amortization ^(a)	1.6		4.0
Segment income	36.8		70.0



	Three Months Ended September 30,							Nine Months Ended September 30,
Key Business Metrics	2017			2016				2017			2016
Comparable sales
TH	0.3		%	2.0		%		(0.2		)%	3.3		%
BK	3.6		%	1.7		%		2.6		%	2.2		%
PLK (c)	(1.8		)%	1.8		%		(1.5		)%	1.4		%
System-wide sales growth
TH	3.0		%	4.8		%		3.0		%	6.1		%
BK	11.2		%	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



	Payment Due by Period
			Less Than						More Than
Contractual Obligations	Total		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