UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)


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

For the quarterly period ended ~~September 30, 2020~~March 31, 2021


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

For the transition period from to

Commission file number: 001-36787

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)


Canada						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
(Address of Principal Executive Offices)		(Zip Code)

(905) ~~845-6511~~339-6011

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

Class B exchangeable limited partnership units

QSP

Toronto Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of ~~October 20, 2020,~~April 23, 2021, there were ~~155,453,689~~155,040,582 Class B exchangeable limited partnership units and 202,006,067 Class A common units outstanding.

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

TABLE OF CONTENTS



		Page

PART I – Financial Information
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3730
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5241
Item 4.	Controls and Procedures	5241

PART II – Other Information
Item 1.	Legal Proceedings	53
~~Item 1A.~~	~~Risk Factors~~	5343
Item 6.	Exhibits	5543
	Signatures	5644

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PART I — Financial Information

Item 1. Financial Statements

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In millions of U.S. dollars, except unit data)

(Unaudited)


		As of					As of
		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	1,904	$	1,533	Cash and cash equivalents	$	1,563	$	1,560
Accounts and notes receivable, net of allowance of $37 and $13, respectively		589		527
Accounts and notes receivable, net of allowance of $30 and $42, respectively						Accounts and notes receivable, net of allowance of $30 and $42, respectively	519		536
Inventories, net	Inventories, net	87		84		Inventories, net	98		96
Prepaids and other current assets	Prepaids and other current assets	85		52		Prepaids and other current assets	111		72
Total current assets	Total current assets	2,665		2,196		Total current assets	2,291		2,264
Property and equipment, net of accumulated depreciation and amortization of $831 and $746, respectively		1,975		2,007
Property and equipment, net of accumulated depreciation and amortization of $915 and $879, respectively						Property and equipment, net of accumulated depreciation and amortization of $915 and $879, respectively	2,028		2,031
Operating lease assets, net	Operating lease assets, net	1,122		1,176		Operating lease assets, net	1,140		1,152
Intangible assets, net	Intangible assets, net	10,415		10,563		Intangible assets, net	10,742		10,701
Goodwill	Goodwill	5,571		5,651		Goodwill	5,781		5,739
Net investment in property leased to franchisees	Net investment in property leased to franchisees	63		48		Net investment in property leased to franchisees	67		66
Other assets, net	Other assets, net	722		719		Other assets, net	808		824
Total assets	Total assets	$	22,533	$	22,360	Total assets	$	22,857	$	22,777
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts and drafts payable	Accounts and drafts payable	$	523	$	644	Accounts and drafts payable	$	488	$	464
Other accrued liabilities	Other accrued liabilities	883		790		Other accrued liabilities	805		835
Gift card liability	Gift card liability	108		168		Gift card liability	147		191
Current portion of long-term debt and finance leases	Current portion of long-term debt and finance leases	107		101		Current portion of long-term debt and finance leases	112		111
Total current liabilities	Total current liabilities	1,621		1,703		Total current liabilities	1,552		1,601
Long-term debt, net of current portion	Long-term debt, net of current portion	12,300		11,759		Long-term debt, net of current portion	12,386		12,397
Finance leases, net of current portion	Finance leases, net of current portion	304		288		Finance leases, net of current portion	318		315
Operating lease liabilities, net of current portion	Operating lease liabilities, net of current portion	1,054		1,089		Operating lease liabilities, net of current portion	1,075		1,082
Other liabilities, net	Other liabilities, net	1,917		1,698		Other liabilities, net	2,089		2,236
Deferred income taxes, net	Deferred income taxes, net	1,422		1,564		Deferred income taxes, net	1,435		1,425
Total liabilities	Total liabilities	18,618		18,101		Total liabilities	18,855		19,056
Partners’ capital:	Partners’ capital:					Partners’ capital:
Class A common units; 202,006,067 issued and outstanding at September 30, 2020 and December 31, 2019		8,005		7,786
Partnership exchangeable units; 162,212,231 issued and outstanding at September 30, 2020; 165,507,199 issued and outstanding at December 31, 2019		(2,568)		(2,353)
Class A common units; 202,006,067 issued and outstanding at March 31, 2021 and December 31, 2020						Class A common units; 202,006,067 issued and outstanding at March 31, 2021 and December 31, 2020	8,066		7,994
Partnership exchangeable units; 155,040,667 issued and outstanding at March 31, 2021; 155,113,338 issued and outstanding at December 31, 2020						Partnership exchangeable units; 155,040,667 issued and outstanding at March 31, 2021; 155,113,338 issued and outstanding at December 31, 2020	(2,998)		(3,002)
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(1,526)		(1,178)		Accumulated other comprehensive income (loss)	(1,072)		(1,275)
Total Partners’ capital	Total Partners’ capital	3,911		4,255		Total Partners’ capital	3,996		3,717
Noncontrolling interests	Noncontrolling interests	4		4		Noncontrolling interests	6		4
Total equity	Total equity	3,915		4,259		Total equity	4,002		3,721
Total liabilities and equity	Total liabilities and equity	$	22,533	$	22,360	Total liabilities and equity	$	22,857	$	22,777

See accompanying notes to condensed consolidated financial statements.

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In millions of U.S. dollars, except per unit data)

(Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Revenues:	Revenues:									Revenues:
Sales	Sales	$	541	$	624	$	1,450	$	1,735	Sales		$	507	$	503
Franchise and property revenues	Franchise and property revenues	796		834		2,160		2,389		Franchise and property revenues		548		525
Advertising revenues										Advertising revenues		205		197
Total revenues	Total revenues	1,337		1,458		3,610		4,124		Total revenues		1,260		1,225
Operating costs and expenses:	Operating costs and expenses:									Operating costs and expenses:
Cost of sales	Cost of sales	418		475		1,156		1,334		Cost of sales		401		399
Franchise and property expenses	Franchise and property expenses	128		133		388		401		Franchise and property expenses		116		123
Selling, general and administrative expenses		302		320		922		948
Advertising expenses										Advertising expenses		236		226
General and administrative expenses										General and administrative expenses		105		102
(Income) loss from equity method investments	(Income) loss from equity method investments	18		(11)		36		(11)		(Income) loss from equity method investments		2		2
Other operating expenses (income), net	Other operating expenses (income), net	54		(30)		59		(44)		Other operating expenses (income), net		(42)		(16)
Total operating costs and expenses	Total operating costs and expenses	920		887		2,561		2,628		Total operating costs and expenses		818		836
Income from operations	Income from operations	417		571		1,049		1,496		Income from operations		442		389
Interest expense, net	Interest expense, net	129		137		376		406		Interest expense, net		124		119
Loss on early extinguishment of debt		0		4		0		4

Income before income taxes	Income before income taxes	288		430		673		1,086		Income before income taxes		318		270
Income tax expense	Income tax expense	65		79		62		232		Income tax expense		47		46
Net income	Net income	223		351		611		854		Net income		271		224
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	0		0		1		0		Net income attributable to noncontrolling interests		1		0
Net income attributable to common unitholders	Net income attributable to common unitholders	$	223	$	351	$	610	$	854	Net income attributable to common unitholders		$	270	$	224
Earnings per unit - basic and diluted	Earnings per unit - basic and diluted									Earnings per unit - basic and diluted
Class A common units	Class A common units	$	0.72	$	1.00	$	1.96	$	2.37	Class A common units		$	0.89	$	0.71
Partnership exchangeable units	Partnership exchangeable units	$	0.48	$	0.76	$	1.31	$	1.85	Partnership exchangeable units		$	0.59	$	0.48
Weighted average units outstanding - basic and diluted	Weighted average units outstanding - basic and diluted									Weighted average units outstanding - basic and diluted
Class A common units	Class A common units	202		202		202		202		Class A common units		202		202
Partnership exchangeable units	Partnership exchangeable units	162		197		164		204		Partnership exchangeable units		155		165

See accompanying notes to condensed consolidated financial statements.

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In millions of U.S. dollars)

(Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
Net income	Net income	$	223	$	351	$	611	$	854	Net income	$	271	$	224

Foreign currency translation adjustment	Foreign currency translation adjustment	239		(173)		(170)		185		Foreign currency translation adjustment	54		(751)
Net change in fair value of net investment hedges, net of tax of $40, $(37), $(12) and $2		(198)		143		39		27
Net change in fair value of cash flow hedges, net of tax of $7, $9, $99 and $43		(17)		(25)		(268)		(116)
Amounts reclassified to earnings of cash flow hedges, net of tax of $(8), $(2), $(18) and $(3)		22		5		51		7

Net change in fair value of net investment hedges, net of tax of $20 and $(106)										Net change in fair value of net investment hedges, net of tax of $20 and $(106)	29		411
Net change in fair value of cash flow hedges, net of tax of $(33) and $79										Net change in fair value of cash flow hedges, net of tax of $(33) and $79	95		(214)
Amounts reclassified to earnings of cash flow hedges, net of tax of $(8) and $(4)										Amounts reclassified to earnings of cash flow hedges, net of tax of $(8) and $(4)	24		11
Gain (loss) recognized on other, net of tax of $0 and $0										Gain (loss) recognized on other, net of tax of $0 and $0	1		0
Other comprehensive income (loss)	Other comprehensive income (loss)	46		(50)		(348)		103		Other comprehensive income (loss)	203		(543)
Comprehensive income (loss)	Comprehensive income (loss)	269		301		263		957		Comprehensive income (loss)	474		(319)
Comprehensive income (loss) attributable to noncontrolling interests	Comprehensive income (loss) attributable to noncontrolling interests	0		0		1		0		Comprehensive income (loss) attributable to noncontrolling interests	1		0
Comprehensive income (loss) attributable to common unitholders	Comprehensive income (loss) attributable to common unitholders	$	269	$	301	$	262	$	957	Comprehensive income (loss) attributable to common unitholders	$	473	$	(319)

See accompanying notes to condensed consolidated financial statements.

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidated Statements of Equity

(In millions of U.S. dollars, except units)

(Unaudited)


		Class A Common Units			Partnership Exchangeable Units			Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interest		Total			Class A Common Units			Partnership Exchangeable Units			Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interest		Total
		Units	Amount		Units	Amount									Units	Amount		Units	Amount
Balances at December 31, 2019		202,006,067	$	7,786	165,507,199	$	(2,353)	$	(1,178)	$	4	$	4,259

Distributions declared on Class A common units ($0.77 per unit)		—	(156)		—	—		—		—		(156)
Distributions declared on partnership exchangeable units ($0.52 per unit)		—	—		—	(86)		—		—		(86)
Balances at December 31, 2020														Balances at December 31, 2020	202,006,067	$	7,994	155,113,338	$	(3,002)	$	(1,275)	$	4	$	3,721
Distributions declared on Class A common units ($0.81 per unit)														Distributions declared on Class A common units ($0.81 per unit)	—	(163)		—	—		—		—		(163)
Distributions declared on partnership exchangeable units ($0.53 per unit)														Distributions declared on partnership exchangeable units ($0.53 per unit)	—	—		—	(82)		—		—		(82)
Exchange of Partnership exchangeable units for RBI common shares	Exchange of Partnership exchangeable units for RBI common shares	—	11		(178,046)	(11)		—		—		0		Exchange of Partnership exchangeable units for RBI common shares	—	5		(72,671)	(5)		—		—		0
Capital contribution from RBI	Capital contribution from RBI	—	55		—	—		—		—		55		Capital contribution from RBI	—	51		—	—		—		—		51
Restaurant VIE contributions (distributions)	Restaurant VIE contributions (distributions)	—	—		—	—		—		(1)		(1)		Restaurant VIE contributions (distributions)	—	—		—	—		—		1		1
Net income	Net income	—	144		—	80		—		—		224		Net income	—	179		—	91		—		1		271
Other comprehensive income (loss)	Other comprehensive income (loss)	—	—		—	—		(543)		—		(543)		Other comprehensive income (loss)	—	—		—	—		203		—		203
Balances at March 31, 2020		202,006,067	$	7,840	165,329,153	$	(2,370)	$	(1,721)	$	3	$	3,752
Distributions declared on Class A common units ($0.78 per unit)		—	(158)		—	—		—		—		(158)
Distributions declared on partnership exchangeable units ($0.52 per unit)		—	—		—	(85)		—		—		(85)
Exchange of Partnership exchangeable units for RBI common shares		—	128		(2,494,854)	(128)		—		—		0
Capital contribution from RBI		—	31		—	—		—		—		31
Restaurant VIE contributions (distributions)		—	—		—	—		—		(1)		(1)
Net income		—	106		—	57		—		1		164
Other comprehensive income (loss)		—	—		—	—		149		—		149
Balances at June 30, 2020		202,006,067	$	7,947	162,834,299	$	(2,526)	$	(1,572)	$	3	$	3,852
Distributions declared on Class A common units ($0.78 per unit)		—	(158)		—	—		—		—		(158)
Distributions declared on partnership exchangeable units ($0.52 per unit)		—	—		—	(84)		—		—		(84)
Exchange of Partnership exchangeable units for RBI common shares		—	36		(622,068)	(36)		—		—		—
Capital contribution from RBI		—	35		—	—		—		—		35
Restaurant VIE contributions (distributions)		—	—		—	—		—		1		1
Net income		—	145		—	78		—		—		223
Other comprehensive income (loss)		—	—		—	—		46		—		46
Balances at September 30, 2020		202,006,067	$	8,005	162,212,231	$	(2,568)	$	(1,526)	$	4	$	3,915
Balances at March 31, 2021														Balances at March 31, 2021	202,006,067	$	8,066	155,040,667	$	(2,998)	$	(1,072)	$	6	$	4,002


	Class A Common Units			Partnership Exchangeable Units			Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interest		Total
	Units	Amount		Units	Amount
Balances at December 31, 2019	202,006,067	$	7,786	165,507,199	$	(2,353)	$	(1,178)	$	4	$	4,259

Distributions declared on Class A common units ($0.77 per unit)	—	(156)		—	—		—		—		(156)
Distributions declared on partnership exchangeable units ($0.52 per unit)	—	—		—	(86)		—		—		(86)
Exchange of Partnership exchangeable units for RBI common shares	—	11		(178,046)	(11)		—		—		0
Capital contribution from RBI	—	55		—	—		—		—		55
Restaurant VIE contributions (distributions)	—	—		—	—		—		(1)		(1)
Net income	—	144		—	80		—		—		224
Other comprehensive income (loss)	—	—		—	—		(543)		—		(543)
Balances at March 31, 2020	202,006,067	$	7,840	165,329,153	$	(2,370)	$	(1,721)	$	3	$	3,752

See accompanying notes to condensed consolidated financial statements.

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~~RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES~~

~~Condensed Consolidated Statements of Equity~~

~~(In millions of U.S. dollars, except units)~~

~~(Unaudited)~~

Class A Common
Units Partnership
Exchangeable Units Accumulated
Other
Comprehensive
Income (Loss) Noncontrolling
Interest Total
Units Amount Units Amount
Balances at December 31, 2018 202,006,067 $ 4,323 207,523,591 $ 730 $ (1,437) $ 2 $ 3,618
Cumulative effect adjustment — 12 — 9 — — 21
Distributions declared on Class A common units ($0.63 per unit) — (127) — — — — (127)
Distributions declared on partnership exchangeable units ($0.50 per unit) — — — (104) — — (104)
Exchange of Partnership exchangeable units for RBI common shares — 9 (141,190) (9) — — 0
Capital contribution from RBI — 71 — — — — 71
Net income — 135 — 111 — — 246
Other comprehensive income (loss) — — — — 48 — 48
Balances at March 31, 2019 202,006,067 $ 4,423 207,382,401 $ 737 $ (1,389) $ 2 $ 3,773
Distributions declared on Class A common units ($0.63 per unit) — (128) — — — — (128)
Distributions declared on partnership exchangeable units ($0.50 per unit) — — — (103) — — (103)
Exchange of Partnership exchangeable units for RBI common shares — 3 (45,325) (3) — — 0
Capital contribution from RBI — 55 — — — — 55
Restaurant VIE contributions (distributions) — — — — — 1 1
Net income — 142 — 115 — — 257
Other comprehensive income (loss) — — — — 105 — 105
Balances at June 30, 2019 202,006,067 $ 4,495 207,337,076 $ 746 $ (1,284) $ 3 $ 3,960
Distributions declared on Class A common units ($0.70 per unit) — (141) — — — — (141)
Distributions declared on partnership exchangeable units ($0.50 per unit) — — — (92) — — (92)
Exchange of Partnership exchangeable units for RBI common shares — 3,162 (41,807,254) (3,162) — — 0
Capital contribution from RBI — 36 — — — — 36
Restaurant VIE contributions (distributions) — — — — — (1) (1)
Net income — 201 — 150 — — 351
Other comprehensive income (loss) — — — — (50) — (50)
Balances at September 30, 2019 202,006,067 $ 7,753 165,529,822 $ (2,358) $ (1,334) $ 2 $ 4,063

~~See accompanying notes to condensed consolidated financial statements.~~

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In millions of U.S. dollars)

(Unaudited)


		Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019			2021		2020
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	611	$	854	Net income	$	271	$	224
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	139		139		Depreciation and amortization	49		45
Premiums paid and non-cash loss on early extinguishment of debt		0		4

Amortization of deferred financing costs and debt issuance discount	Amortization of deferred financing costs and debt issuance discount	19		22		Amortization of deferred financing costs and debt issuance discount	7		6
(Income) loss from equity method investments	(Income) loss from equity method investments	36		(11)		(Income) loss from equity method investments	2		2
(Gain) loss on remeasurement of foreign denominated transactions	(Gain) loss on remeasurement of foreign denominated transactions	54		(38)		(Gain) loss on remeasurement of foreign denominated transactions	(43)		(8)
Net (gains) losses on derivatives	Net (gains) losses on derivatives	14		(43)		Net (gains) losses on derivatives	20		(6)
Share-based compensation expense	Share-based compensation expense	55		56		Share-based compensation expense	22		19
Deferred income taxes	Deferred income taxes	(120)		(16)		Deferred income taxes	14		(31)
Other	Other	23		1		Other	(8)		(4)
Changes in current assets and liabilities, excluding acquisitions and dispositions:	Changes in current assets and liabilities, excluding acquisitions and dispositions:					Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	Accounts and notes receivable	(83)		(7)		Accounts and notes receivable	24		94
Inventories and prepaids and other current assets	Inventories and prepaids and other current assets	(21)		(34)		Inventories and prepaids and other current assets	(4)		(13)
Accounts and drafts payable	Accounts and drafts payable	(110)		(15)		Accounts and drafts payable	19		(136)
Other accrued liabilities and gift card liability	Other accrued liabilities and gift card liability	(12)		(85)		Other accrued liabilities and gift card liability	(113)		(67)
Tenant inducements paid to franchisees	Tenant inducements paid to franchisees	(7)		(13)		Tenant inducements paid to franchisees	—		(3)
Other long-term assets and liabilities	Other long-term assets and liabilities	(5)		64		Other long-term assets and liabilities	6		14
Net cash provided by operating activities	Net cash provided by operating activities	593		878		Net cash provided by operating activities	266		136
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Payments for property and equipment	Payments for property and equipment	(71)		(32)		Payments for property and equipment	(15)		(19)
Net proceeds from disposal of assets, restaurant closures, and refranchisings	Net proceeds from disposal of assets, restaurant closures, and refranchisings	9		22		Net proceeds from disposal of assets, restaurant closures, and refranchisings	11		4

Settlement/sale of derivatives, net	Settlement/sale of derivatives, net	29		17		Settlement/sale of derivatives, net	2		12

Other investing activities, net						Other investing activities, net	(5)		0
Net cash (used for) provided by investing activities	Net cash (used for) provided by investing activities	(33)		7		Net cash (used for) provided by investing activities	(7)		(3)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Proceeds from revolving line of credit and long-term debt	Proceeds from revolving line of credit and long-term debt	1,585		750		Proceeds from revolving line of credit and long-term debt	0		1,085
Repayments of revolving line of credit, long-term debt and finance leases	Repayments of revolving line of credit, long-term debt and finance leases	(1,071)		(290)		Repayments of revolving line of credit, long-term debt and finance leases	(27)		(25)
Payment of financing costs		(10)		(13)

Distributions on Class A common and Partnership exchangeable units	Distributions on Class A common and Partnership exchangeable units	(716)		(669)		Distributions on Class A common and Partnership exchangeable units	(239)		(232)

Capital contribution from RBI	Capital contribution from RBI	60		99		Capital contribution from RBI	20		30
(Payments) proceeds from derivatives	(Payments) proceeds from derivatives	(29)		17		(Payments) proceeds from derivatives	(16)		(2)
Other financing activities, net	Other financing activities, net	(1)		0		Other financing activities, net	1		(1)
Net cash used for financing activities		(182)		(106)
Net cash (used for) provided by financing activities						Net cash (used for) provided by financing activities	(261)		855
Effect of exchange rates on cash and cash equivalents	Effect of exchange rates on cash and cash equivalents	(7)		7		Effect of exchange rates on cash and cash equivalents	5		(23)
Increase (decrease) in cash and cash equivalents	Increase (decrease) in cash and cash equivalents	371		786		Increase (decrease) in cash and cash equivalents	3		965
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	1,533		913		Cash and cash equivalents at beginning of period	1,560		1,533
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	1,904	$	1,699	Cash and cash equivalents at end of period	$	1,563	$	2,498
Supplemental cash flow disclosures:	Supplemental cash flow disclosures:					Supplemental cash flow disclosures:
Interest paid	Interest paid	$	315	$	433	Interest paid	$	72	$	104
Income taxes paid	Income taxes paid	$	163	$	171	Income taxes paid	$	96	$	48

See accompanying notes to condensed consolidated financial statements.

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Description of Business and Organization

Restaurant Brands International Limited Partnership (“Partnership”, “we”, “us” or “our”) ~~was formed on August 25, 2014 as~~is a ~~general partnership and was registered on October 27, 2014 as a~~Canadian limited ~~partnership in accordance with the laws of the Province of Ontario.~~partnership. We franchise and operate quick service restaurants serving premium coffee and other beverage and food products under the Tim Hortons® brand (“Tim Hortons” or “TH”), fast food hamburgers principally under the Burger King® brand (“Burger King” or “BK”), and chicken under the Popeyes® brand (“Popeyes” or “PLK”). We are one of the world’s largest quick service restaurant, or QSR, companies as measured by total number of restaurants. As of ~~September 30, 2020,~~March 31, 2021, we franchised or owned ~~4,934~~4,987 Tim Hortons restaurants, ~~18,675~~18,691 Burger King restaurants, and ~~3,418~~3,495 Popeyes restaurants, for a total of ~~27,027~~27,173 restaurants, and operate in more than 100 ~~countries and U.S. territories.~~countries. Approximately 100% of current system-wide restaurants are franchised.

We are a subsidiary of Restaurant Brands International Inc. (“RBI”). RBI is our sole general partner, and as such, RBI has the exclusive right, power and authority to manage, control, administer and operate the business and affairs and to make decisions regarding the undertaking and business of Partnership in accordance with the partnership agreement of Partnership (“partnership agreement”) and applicable laws.

All references to “$” or “dollars” are to the currency of the United States unless otherwise indicated. All references to “Canadian dollars” or “C$” are to the currency of Canada unless otherwise indicated.

~~COVID-19~~

~~The global crisis resulting from the spread of coronavirus (~~“~~COVID-19~~”) has had a substantial impact on our global restaurant operations for the three and nine months ended September 30, 2020, which is expected to continue with the timing of recovery uncertain. During the three and nine months ended September 30, 2020, some TH, BK and PLK restaurants were temporarily closed in certain countries and many of the restaurants that remained open had limited operations, such as Drive-thru, Takeout and Delivery (where applicable). This has continued into the fourth quarter of 2020.

Our operating results substantially depend upon our franchisees’ sales volumes, restaurant profitability, and financial stability. The financial impact of COVID-19 has had, and is expected to continue for an uncertain period to have, an adverse effect on many of our franchisees’ liquidity and we have worked closely with our franchisees to monitor and assist them with access to appropriate sources of liquidity in order to sustain their businesses throughout this crisis, such as offering rent relief programs for eligible franchisees who lease property from us. See Note 4, ~~Leases~~, for further information about the rent relief programs. Additionally, we provided cash flow support by extending loans to eligible BK franchisees in the U.S. during the second and third quarters of 2020, and by advancing certain cash payments to eligible TH franchisees in Canada during the second quarter of 2020.

During the nine months ended September 30, 2020, we recorded bad debt expense of $27 million compared to $3 million during the nine months ended September 30, 2019. While these receivables remain contractually due and payable to us, the certainty of the amount and timing of payments has been impacted by the COVID-19 pandemic. Therefore, our bad debt expense during the nine months ended September 30, 2020 reflects an adjustment to our historical collections experience to incorporate an estimate of the impact of current economic conditions resulting from the COVID-19 pandemic. Actual collections may be materially higher or lower than this estimate reflects since it is reasonably possible the duration and future impact of the COVID-19 pandemic on our business or our franchisees may differ from our assumptions. Ongoing material adverse effects of the COVID-19 pandemic on our franchisees for an extended period could negatively affect our operating results, including reductions in revenue and cash flow and could impact our impairment assessments of accounts receivable, intangible assets, long-lived assets or goodwill.

Note 2. Basis of Presentation and Consolidation

We have prepared the accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. Therefore, the Financial Statements

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should be read in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K filed with the SEC and Canadian securities regulatory authorities on February ~~21, 2020.~~23, 2021.

The Financial Statements include our accounts and the accounts of entities in which we have a controlling financial interest, the usual condition of which is ownership of a majority voting interest. All material intercompany balances and transactions have been eliminated in consolidation. Investments in other affiliates that are owned 50% or less where we have significant influence are accounted for by the equity method.

We also consider for consolidation entities in which we have certain interests, where the controlling financial interest may be achieved through arrangements that do not involve voting interests. Such an entity, known as a variable interest entity (“VIE”), is required to be consolidated by its primary beneficiary. The primary beneficiary is the entity that possesses the power to direct the activities of the VIE that most significantly impact its economic performance and has the obligation to absorb losses or the right to receive benefits from the VIE that are significant to it. Our maximum exposure to loss resulting from involvement with VIEs is attributable to accounts and notes receivable balances, outstanding loan guarantees and future lease payments, where applicable.

As our franchise and master franchise arrangements provide the franchise and master franchise entities the power to direct the activities that most significantly impact their economic performance, we do not consider ourselves the primary beneficiary of any such entity that might be a VIE.

Tim Hortons has historically entered into certain arrangements in which an operator acquires the right to operate a restaurant, but Tim Hortons owns the restaurant’s assets. We perform an analysis to determine if the legal entity in which operations are conducted is a VIE and consolidate a VIE entity if we also determine Tim Hortons is the entity’s primary beneficiary (“Restaurant VIEs”). As of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, we determined that we are the primary beneficiary of 4051 and 3538 Restaurant VIEs, respectively, and accordingly, have consolidated the results of operations, assets and liabilities, and cash flows of these Restaurant VIEs in our Financial Statements. Material intercompany accounts and transactions have been eliminated in consolidation.

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In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been included in the Financial Statements. The results for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the full year.

The preparation of consolidated financial statements in conformity with U.S. GAAP and related rules and regulations of the SEC requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates.

The carrying amounts for cash and cash equivalents, accounts and notes receivable and accounts and drafts payable approximate fair value based on the short-term nature of these amounts.

Certain prior year amounts in the accompanying Financial Statements and notes to the Financial Statements have been reclassified in order to be comparable with the current year classifications. These consist of the year to date March 31, 2020 reclassification of advertising fund contributions from Franchise and property revenues to Advertising revenues and advertising fund expenses from Selling, general and administrative expenses to Advertising expenses, with General and administrative expenses now presented separately. Depreciation and amortization expenses related to the advertising funds for the three months ended March 31, 2020 have also been reclassified from Franchise and property expenses to Advertising expenses. These reclassifications ~~had~~did not arise as a result of any changes to accounting policies and relate entirely to presentation with no effect on previously reported net income.

Note 3. New Accounting Pronouncements

~~Credit Losses~~ – In June 2016, the Financial Accounting Standards Board (“FASB”) issued guidance that requires companies to measure and recognize lifetime expected credit losses for certain financial instruments, including trade accounts receivable and net investments in direct financing and sales-type leases. Expected credit losses are estimated using relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This amendment was effective commencing in 2020, using a modified retrospective approach. The adoption of this new guidance did not have a material impact on our Financial Statements.

Simplifying the Accounting for Income Taxes – In December 2019, the FASB issued guidance which simplifies the accounting for income taxes by removing certain exceptions and by clarifying and amending existing guidance applicable to accounting for income taxes. The amendment is effective commencing in 2021 with early adoption permitted. ~~While we are~~

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~~currently evaluating the impact that the~~The adoption of this new guidance ~~will have on our Financial Statements, we do~~during the three months ended March 31, 2021 did not ~~currently anticipate this adoption will~~ have a material impact on our Financial Statements.

Accounting Relief for the Transition Away from LIBOR and Certain other Reference Rates – In March 2020 and as clarified in January 2021, the FASB issued guidance which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This amendment is effective as of March 12, 2020 through December 31, 2022. The expedients and exceptions provided by this new guidance do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationships. We are currently evaluating the impact that the adoption of this new guidance will have on our Financial Statements and have not adopted any of the transition relief available under the new guidance as of ~~September 30, 2020.~~March 31, 2021.

Note 4. Leases

During the nine months ended September 30, 2020, we offered a rent relief program for eligible TH franchisees in Canada who lease property from us (the “TH rent relief program”) and a rent relief program for eligible BK franchisees in the U.S. and Canada who lease property from us (the “BK rent relief program” and together with the TH rent relief program, the “rent relief programs”), a portion of which concluded during the three months ended September 30, 2020. Under the rent relief programs, we temporarily converted the rent structure from a combination of fixed plus variable rent to 100% variable rent. While in effect, these programs result in a reduction in our property revenues.

In April 2020, the FASB staff issued interpretive guidance that indicated it would be acceptable for entities to make an election to account for lease concessions related to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under Accounting Standards Codification Topic 842, Leases (“ASC 842”), as though enforceable rights and obligations for those concessions existed (regardless of whether those enforceable rights and obligations for the concessions explicitly exist in the contract). Consequently, for concessions related to the effects of the COVID-19 pandemic, an entity is not required to analyze each contract to determine whether enforceable rights and obligations for concessions exist in the contract and can elect to apply or not apply the lease modification guidance in ASC 842 to those contracts. This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee.

We have elected to apply this interpretive guidance to the rent relief programs while in effect and have assumed that enforceable rights and obligations for those concessions exist in the lease contract. As such, we recognize reductions in rents arising from the rent relief programs as reductions in variable lease payments, as the rent reductions did not result in a substantial increase in the rights of the lessor or the obligations of the lessee.

Property revenues are comprised primarily of lease income from operating leases and earned income on direct financing leases with franchisees as follows (in millions):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Lease income - operating leases	Lease income - operating leases									Lease income - operating leases
Minimum lease payments	Minimum lease payments	$	112	$	112	$	333	$	335	Minimum lease payments		$	113	$	112
Variable lease payments	Variable lease payments	82		100		191		281		Variable lease payments		66		63
Amortization of favorable and unfavorable income lease contracts, net	Amortization of favorable and unfavorable income lease contracts, net	1		1		4		5		Amortization of favorable and unfavorable income lease contracts, net		1		2
Subtotal - lease income from operating leases	Subtotal - lease income from operating leases	195		213		528		621		Subtotal - lease income from operating leases		180		177
Earned income on direct financing leases		1		2		4		7
Earned income on direct financing and sales-type leases										Earned income on direct financing and sales-type leases		2		1
Total property revenues	Total property revenues	$	196	$	215	$	532	$	628	Total property revenues		$	182	$	178

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Note 5. Revenue Recognition

Contract Liabilities

Contract liabilities consist of deferred revenue resulting from initial and renewal franchise fees paid by franchisees, as well as upfront fees paid by master franchisees, which are generally recognized on a straight-line basis over the term of the underlying agreement. We may recognize unamortized upfront fees when a contract with a franchisee or master franchisee is modified and is accounted for as a termination of the existing contract. We classify these contract liabilities as Other liabilities, net in our condensed consolidated balance sheets. The following table reflects the change in contract liabilities between December 31, ~~2019~~2020 and ~~September 30, 2020~~March 31, 2021 (in millions):


Contract Liabilities	Contract Liabilities	TH		BK		PLK		Consolidated		Contract Liabilities	TH		BK		PLK		Consolidated
Balance at December 31, 2019		$	64	$	449	$	28	$	541
Balance at December 31, 2020										Balance at December 31, 2020	$	62	$	427	$	39	$	528
Recognized during period and included in the contract liability balance at the beginning of the year	Recognized during period and included in the contract liability balance at the beginning of the year	(7)		(50)		(2)		(59)		Recognized during period and included in the contract liability balance at the beginning of the year	(2)		(12)		(1)		(15)
Increase, excluding amounts recognized as revenue during the period	Increase, excluding amounts recognized as revenue during the period	5		15		9		29		Increase, excluding amounts recognized as revenue during the period	2		9		7		18
Impact of foreign currency translation	Impact of foreign currency translation	(1)		7		0		6		Impact of foreign currency translation	0		(7)		0		(7)
Balance at September 30, 2020		$	61	$	421	$	35	$	517
Balance at March 31, 2021										Balance at March 31, 2021	$	62	$	417	$	45	$	524

The following table illustrates estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of ~~September 30, 2020~~March 31, 2021 (in millions):


Contract liabilities expected to be recognized in	Contract liabilities expected to be recognized in	TH		BK		PLK		Consolidated		Contract liabilities expected to be recognized in	TH		BK		PLK		Consolidated
Remainder of 2020		$	2	$	9	$	1	$	12
2021		8		34		2		44
Remainder of 2021										Remainder of 2021	$	7	$	26	$	2	$	35
2022	2022	8		33		2		43		2022	9		33		3		45
2023	2023	7		32		2		41		2023	8		32		3		43
2024	2024	7		31		2		40		2024	8		31		3		42
2025										2025	6		31		3		40
Thereafter	Thereafter	29		282		26		337		Thereafter	24		264		31		319
Total	Total	$	61	$	421	$	35	$	517	Total	$	62	$	417	$	45	$	524

Disaggregation of Total Revenues

Total revenues consist of the following (in millions):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Sales	Sales	$	541	$	624	$	1,450	$	1,735	Sales		$	507	$	503
Royalties	Royalties	581		602		1,576		1,706		Royalties		346		329
Property revenues	Property revenues	196		215		532		628		Property revenues		182		178
Franchise fees and other revenue	Franchise fees and other revenue	19		17		52		55		Franchise fees and other revenue		20		18
Advertising revenues										Advertising revenues		205		197
Total revenues	Total revenues	$	1,337	$	1,458	$	3,610	$	4,124	Total revenues		$	1,260	$	1,225

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Note 6. Earnings per Unit

Partnership uses the two-class method in the computation of earnings per unit. Pursuant to the terms of the partnership agreement, RBI, as the holder of the Class A common units, is entitled to receive distributions from Partnership in an amount equal to the aggregate dividends payable by RBI to holders of RBI common shares, and the holders of Class B exchangeable limited partnership units (the “Partnership exchangeable units”) are entitled to receive distributions from Partnership in an amount per unit equal to the dividends payable by RBI on each RBI common share. Partnership’s net income available to common unitholders is allocated between the Class A common units and Partnership exchangeable units on a fully-distributed basis and reflects residual net income after noncontrolling interests and Partnership preferred unit distributions. Basic and diluted earnings per Class A common unit is determined by dividing net income allocated to Class A common unit holders by the weighted average number of Class A common units outstanding for the period. Basic and diluted earnings per Partnership exchangeable unit is determined by dividing net income allocated to the Partnership exchangeable units by the weighted average number of Partnership exchangeable units outstanding during the period.

There are no dilutive securities for Partnership as RBI equity awards will not affect the number of Class A common units or Partnership exchangeable units outstanding. However, the issuance of shares by RBI in future periods will affect the allocation of net income attributable to common unitholders between Partnership’s Class A common units and Partnership exchangeable units.

The following table summarizes the basic and diluted earnings per unit calculations (in millions, except per unit amounts):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Allocation of net income among partner interests:	Allocation of net income among partner interests:									Allocation of net income among partner interests:
Net income allocated to Class A common unitholders	Net income allocated to Class A common unitholders	$	145	$	201	$	395	$	478	Net income allocated to Class A common unitholders		$	179	$	144
Net income allocated to Partnership exchangeable unitholders	Net income allocated to Partnership exchangeable unitholders	78		150		215		376		Net income allocated to Partnership exchangeable unitholders		91		80
Net income attributable to common unitholders	Net income attributable to common unitholders	$	223	$	351	$	610	$	854	Net income attributable to common unitholders		$	270	$	224

Denominator - basic and diluted partnership units:	Denominator - basic and diluted partnership units:									Denominator - basic and diluted partnership units:
Weighted average Class A common units	Weighted average Class A common units	202		202		202		202		Weighted average Class A common units		202		202
Weighted average Partnership exchangeable units	Weighted average Partnership exchangeable units	162		197		164		204		Weighted average Partnership exchangeable units		155		165

Earnings per unit - basic and diluted:	Earnings per unit - basic and diluted:									Earnings per unit - basic and diluted:
Class A common units (a)	Class A common units (a)	$	0.72	$	1.00	$	1.96	$	2.37	Class A common units (a)		$	0.89	$	0.71
Partnership exchangeable units (a)	Partnership exchangeable units (a)	$	0.48	$	0.76	$	1.31	$	1.85	Partnership exchangeable units (a)		$	0.59	$	0.48

(a) Earnings per unit may not recalculate exactly as it is calculated based on unrounded numbers.

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Note 7. Intangible Assets, net and Goodwill

Intangible assets, net and goodwill consist of the following (in millions):


		As of													As of
		September 30, 2020						December 31, 2019							March 31, 2021						December 31, 2020
		Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net			Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Identifiable assets subject to amortization:	Identifiable assets subject to amortization:													Identifiable assets subject to amortization:
Franchise agreements	Franchise agreements	$	724	$	(252)	$	472	$	720	$	(225)	$	495	Franchise agreements	$	729	$	(269)	$	460	$	735	$	(264)	$	471
Favorable leases	Favorable leases	116		(63)		53		127		(65)		62		Favorable leases	116		(67)		49		117		(66)		51
Subtotal	Subtotal	840		(315)		525		847		(290)		557		Subtotal	845		(336)		509		852		(330)		522
Indefinite-lived intangible assets:	Indefinite-lived intangible assets:													Indefinite-lived intangible assets:
Tim Hortons brand	Tim Hortons brand	$	6,390	$	—	$	6,390	$	6,534	$	—	$	6,534	Tim Hortons brand	$	6,732	$	—	$	6,732	$	6,650	$	—	$	6,650
Burger King brand	Burger King brand	2,145		—		2,145		2,117		—		2,117		Burger King brand	2,146		—		2,146		2,174		—		2,174
Popeyes brand	Popeyes brand	1,355		—		1,355		1,355		—		1,355		Popeyes brand	1,355		—		1,355		1,355		—		1,355
Subtotal	Subtotal	9,890		—		9,890		10,006		—		10,006		Subtotal	10,233		—		10,233		10,179		—		10,179
Intangible assets, net	Intangible assets, net					$	10,415					$	10,563	Intangible assets, net					$	10,742					$	10,701

Goodwill	Goodwill													Goodwill
Tim Hortons segment	Tim Hortons segment	$	4,119					$	4,207					Tim Hortons segment	$	4,329					$	4,279
Burger King segment	Burger King segment	606						598						Burger King segment	606						614
Popeyes segment	Popeyes segment	846						846						Popeyes segment	846						846
Total	Total	$	5,571					$	5,651					Total	$	5,781					$	5,739

Amortization expense on intangible assets totaled ~~$11~~$10 million and ~~$12~~$11 million for the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and $33 million and $33 million for the nine months ended September 30, 2020 and 2019,~~ respectively. The change in the brands and goodwill balances during the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 was due to the impact of foreign currency translation.

Note 8. Equity Method Investments

The aggregate carrying amount of our equity method investments was ~~$198 million and $266~~$205 million as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019, respectively,~~2020 and is included as a component of Other assets, net in our accompanying condensed consolidated balance sheets. ~~TH and BK both have equity method investments. PLK does not have any equity method investments.~~

With respect to our TH business, the most significant equity method investment is our 50% joint venture interest with The Wendy’s Company (the “TIMWEN Partnership”), which jointly holds real estate underlying Canadian combination restaurants. Distributions received from this joint venture were $2$3 million and $3$2 million during the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019, respectively. Distributions received from this joint venture were $6 million and $10 million during the nine months ended September 30, 2020 and 2019,~~ respectively.

Except for the following equity method investments, no quoted market prices are available for our other equity method investments. The aggregate market value of our 15.2% equity interest in Carrols Restaurant Group, Inc. (“Carrols”) based on the quoted market price on ~~September 30, 2020~~March 31, 2021 was approximately ~~$61~~$56 million. The aggregate market value of our ~~9.8%~~9.4% equity interest in BK Brasil Operação e Assessoria a Restaurantes S.A. based on the quoted market price on ~~September 30, 2020~~March 31, 2021 was approximately ~~$43~~$44 million.

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We have equity interests in entities that own or franchise Tim Hortons, or Burger King and Popeyes restaurants. Franchise and property revenues recognized from franchisees that are owned or franchised by entities in which we have an equity interest consist of the following (in millions):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Revenues from affiliates:	Revenues from affiliates:									Revenues from affiliates:
Royalties	Royalties	$	82	$	89	$	209	$	254	Royalties		$	65	$	61
Advertising revenues										Advertising revenues		13		12
Property revenues	Property revenues	8		8		24		25		Property revenues		8		8
Franchise fees and other revenue	Franchise fees and other revenue	4		1		10		7		Franchise fees and other revenue		4		3
Total	Total	$	94	$	98	$	243	$	286	Total		$	90	$	84

We recognized $4 ~~million and $5~~ million of rent expense associated with the TIMWEN Partnership during the three months ended ~~September 30, 2020~~March 31, 2021 and ~~2019, respectively. We recognized $11 million and $14 million of rent expense associated with the TIMWEN Partnership during the nine months ended September 30, 2020 and 2019, respectively.~~2020.

At ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, we had ~~$72~~$46 million and ~~$47~~$52 million, respectively, of accounts receivable, net from our equity method investments which were recorded in Accounts and notes receivable, net in our condensed consolidated balance sheets.

(Income) loss from equity method investments reflects our share of investee net income or loss, non-cash dilution gains or losses from changes in our ownership interests in equity investees and basis difference amortization.

Note 9. Other Accrued Liabilities and Other Liabilities, net

Other accrued liabilities (current) and ~~other~~Other liabilities, net (noncurrent) consist of the following (in millions):

As of
September 30,
2020 December 31,
2019
Current:
Dividend payable $ 243 $ 232
Interest payable 106 71
Accrued compensation and benefits 62 57
Taxes payable 157 126
Deferred income 41 35
Accrued advertising expenses 65 40
Restructuring and other provisions 12 8
Current portion of operating lease liabilities 128 126
Other 69 95
Other accrued liabilities $ 883 $ 790
Noncurrent:
Taxes payable $ 604 $ 579
Contract liabilities 517 541
Derivatives liabilities 592 341
Unfavorable leases 83 103
Accrued pension 55 65
Deferred income 26 25
Other 40 44
Other liabilities, net $ 1,917 $ 1,698


	As of
	March 31, 2021		December 31, 2020
Current:
Distribution payable	$	245	$	239
Interest payable	94		66
Accrued compensation and benefits	42		78
Taxes payable	96		122
Deferred income	44		42
Accrued advertising expenses	62		59
Restructuring and other provisions	13		12
Current portion of operating lease liabilities	136		137
Other	73		80
Other accrued liabilities	$	805	$	835
Noncurrent:
Taxes payable	$	632	$	626
Contract liabilities	524		528
Derivatives liabilities	715		865
Unfavorable leases	77		81
Accrued pension	69		70

Deferred income	34		28
Other	38		38
Other liabilities, net	$	2,089	$	2,236

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Note 10. Long-Term Debt

Long-term debt consists of the following (in millions):


		As of					As of
		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Term Loan B (due November 19, 2026)	Term Loan B (due November 19, 2026)	$	5,310	$	5,350	Term Loan B (due November 19, 2026)	$	5,283	$	5,297
Term Loan A (due October 7, 2024)	Term Loan A (due October 7, 2024)	736		750		Term Loan A (due October 7, 2024)	727		731

2017 4.25% Senior Notes (due May 15, 2024)	2017 4.25% Senior Notes (due May 15, 2024)	1,500		1,500		2017 4.25% Senior Notes (due May 15, 2024)	775		775
2019 3.875% Senior Notes (due January 15, 2028)	2019 3.875% Senior Notes (due January 15, 2028)	750		750		2019 3.875% Senior Notes (due January 15, 2028)	750		750
2020 5.75% Senior Notes (due April 15, 2025)	2020 5.75% Senior Notes (due April 15, 2025)	500		0		2020 5.75% Senior Notes (due April 15, 2025)	500		500
2017 5.00% Senior Notes (due October 15, 2025)		2,800		2,800
2020 3.50% Senior Notes (due February 15, 2029)						2020 3.50% Senior Notes (due February 15, 2029)	750		750
2019 4.375% Senior Notes (due January 15, 2028)	2019 4.375% Senior Notes (due January 15, 2028)	750		750		2019 4.375% Senior Notes (due January 15, 2028)	750		750
2020 4.00% Senior Notes (due October 15, 2030)						2020 4.00% Senior Notes (due October 15, 2030)	2,900		2,900
TH Facility and other	TH Facility and other	171		81		TH Facility and other	179		178
Less: unamortized deferred financing costs and deferred issue discount	Less: unamortized deferred financing costs and deferred issue discount	(139)		(148)		Less: unamortized deferred financing costs and deferred issue discount	(148)		(155)
Total debt, net	Total debt, net	12,378		11,833		Total debt, net	12,466		12,476
Less: current maturities of debt	Less: current maturities of debt	(78)		(74)		Less: current maturities of debt	(80)		(79)
Total long-term debt	Total long-term debt	$	12,300	$	11,759	Total long-term debt	$	12,386	$	12,397

Credit Facilities

InAs of March ~~2020,~~31, 2021, we ~~drew $995 million on~~had 0 amounts outstanding under our senior secured revolving credit facility (the “Revolving Credit Facility”), ~~which we repaid in June 2020. As of September 30, 2020, we had 0 amounts outstanding under our Revolving Credit Facility,~~ had $2 million of letters of credit issued against the Revolving Credit Facility, and our borrowing availability under our Revolving Credit Facility was $998 million. Funds available under the Revolving Credit Facility may be used to repay other debt, finance debt or RBI share repurchases or repurchases of Class B exchangeable limited partnership units, fund acquisitions or capital expenditures and for other general corporate purposes. We have a $125 million letter of credit sublimit as part of the Revolving Credit Facility, which reduces our borrowing availability thereunder by the cumulative amount of outstanding letters of credit.

On April 2, 2020, two of our subsidiaries (the “Borrowers”) entered into a fifth amendment (the “Fifth Amendment”) to the credit agreement (the “Credit Agreement”) governing our senior secured term loan facilities (the “Term Loan Facilities”) and Revolving Credit Facility. The Fifth Amendment provides the Borrowers with the option to comply with a $1,000 million minimum liquidity covenant in lieu of the 6.50:1.00 net first lien senior secured leverage ratio financial maintenance covenant for the period after June 30, 2020 and prior to September 30, 2021. Additionally, for the periods ending September 30, 2021 and December 31, 2021, to determine compliance with the net first lien senior secured leverage ratio, we are permitted to annualize the Adjusted EBITDA (as defined in the Credit Agreement) for the three months ending September 30, 2021 and six months ending December 31, 2021, respectively, in lieu of calculating the ratio based on Adjusted EBITDA for the prior four quarters. There were no other material changes to the terms of the Credit Agreement.

TH Facility

One of our subsidiaries entered into a non-revolving delayed drawdown term credit facility in a total aggregate principal amount of C$225 million with a maturity date of October 4, 2025 (the “TH Facility”). The interest rate applicable to the TH Facility is the Canadian Bankers’ Acceptance rate plus an applicable margin equal to 1.40% or the Prime Rate plus an applicable margin equal to 0.40%, at our option. Obligations under the TH Facility are guaranteed by four of our subsidiaries, and amounts borrowed under the TH Facility are secured by certain parcels of real estate. ~~During the nine months ended September 30, 2020, we drew down the remaining availability~~As of ~~C$125 million under the TH Facility and, as of September 30, 2020,~~March 31, 2021, we had outstanding C$~~224~~221 million under the TH Facility with a weighted average interest rate of ~~1.88%~~1.84%.

~~2020 First Lien Senior Notes~~

On April 7, 2020, the Borrowers entered into an indenture (the “2020 5.75% Senior Notes Indenture”) in connection with the issuance of $500 million of 5.75% first lien notes due April 15, 2025 (the “2020 5.75% Senior Notes”). NaN principal payments are due until maturity and interest is paid semi-annually. The net proceeds from the offering of the 2020 5.75% Senior Notes were used for general corporate purposes. In connection with the issuance of the 2020 5.75% Senior Notes, we capitalized approximately $9 million in debt issuance costs.

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Obligations under the 2020 5.75% Senior Notes are guaranteed on a senior secured basis, jointly and severally, by the Borrowers and substantially all of the Borrowers' Canadian and U.S. subsidiaries, including The TDL Group Corp., Burger King Worldwide, Inc., Popeyes Louisiana Kitchen, Inc. and substantially all of their respective Canadian and U.S. subsidiaries (the “Note Guarantors”). The 2020 5.75% Senior Notes are first lien senior secured obligations and rank equal in right of payment with all of the existing and future first lien senior debt of the Borrowers and Note Guarantors, including borrowings and guarantees of the Credit Facilities.

Our 2020 5.75% Senior Notes may be redeemed in whole or in part, on or after April 15, 2022 at the redemption prices set forth in the 2020 5.75% Senior Notes Indenture, plus accrued and unpaid interest, if any, at the date of redemption. The 2020 5.75% Senior Notes Indenture also contains optional redemption provisions related to tender offers, change of control and equity offerings, among others.

~~2020 Second Lien Senior Notes~~

On October 5, 2020, the Borrowers entered into an indenture (the “2020 4.00% Senior Notes Indenture”) in connection with the issuance of $1,400 million of 4.00% second lien notes due October 15, 2030 (the “October 2020 4.00% Senior Notes”). NaN principal payments are due until maturity and interest is paid semi-annually. On October 16, 2020, the proceeds from the offering of the October 2020 4.00% Senior Notes were used to redeem $1,350 million of the outstanding aggregate principal amount of our existing $2,800 million 2017 5.00% Senior Notes (due October 15, 2025) and pay related redemption premiums, fees and expenses.

On October 14, 2020, the Borrowers entered into a purchase agreement relating to the sale of $1,500 million in aggregate principal amount of 4.00% second lien notes due October 15, 2030 (the “November 2020 4.00% Senior Notes” and together with the October 2020 4.00% Senior Notes, the “2020 4.00% Senior Notes”), which will be issued as additional notes under the 2020 4.00% Senior Notes Indenture. The closing of the offering of the November 2020 4.00% Senior Notes is expected to occur on or about November 2, 2020, subject to customary closing conditions. The November 2020 4.00% Senior Notes are treated as a single series with the October 2020 4.00% Senior Notes and have the same terms for all purposes under the 2020 4.00% Senior Notes Indenture, including waivers, amendments, redemptions and offers to purchase. The net proceeds from the offering of the November 2020 4.00% Senior Notes will be used to redeem the remaining $1,450 million principal amount outstanding of the 2017 5.00% Senior Notes on or about November 13, 2020 and pay related redemption premiums, fees and expenses.

Obligations under the 2020 4.00% Senior Notes are guaranteed on a senior secured basis, jointly and severally, by the Borrowers and Note Guarantors. The 2020 4.00% Senior Notes are second lien senior secured obligations and rank equal in right of payment will all of the existing and future senior debt of the Borrowers and Note Guarantors and effectively subordinated to all of the existing and future first lien senior debt of the Borrowers and Note Guarantors.

Our 2020 4.00% Senior Notes may be redeemed in whole or in part, on or after October 15, 2025 at the redemption prices set forth in the 2020 4.00% Senior Notes Indenture, plus accrued and unpaid interest, if any, at the date of redemption. The 2020 4.00% Senior Notes Indenture also contains optional redemption provisions related to tender offers, change of control and equity offerings, among others.

~~2020 3.50% First Lien Notes~~

~~On October 20, 2020, the Borrowers entered into a purchase agreement relating to the sale of~~ ~~$750 million~~ in aggregate principal amount of 3.50% first lien notes due February 15, 2029 (the “2020 3.50% Senior Notes”). The closing of the offering of the 2020 3.50% Senior Notes is expected to occur on or about November 9, 2020, subject to customary closing conditions. The net proceeds from the offering of the 2020 3.50% Senior Notes will be used to redeem ~~$725 million~~ ~~of our 4.25% first lien notes due 2024 and pay related redemption premiums, fees and expenses.~~

Restrictions and Covenants

As of ~~September 30, 2020,~~March 31, 2021, we were in compliance with all applicable financial debt covenants under our senior secured term loan facilities and Revolving Credit Facility (together the ~~Credit Facilities,~~"Credit Facilities"), the TH Facility, and the indentures governing our Senior Notes.

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Fair Value Measurement

The following table presents the fair value of our variable rate term debt and senior notes, estimated using inputs based on bid and offer prices that are Level 2 inputs, and principal carrying amount (in millions):


		As of					As of
		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Fair value of our variable term debt and senior notes	Fair value of our variable term debt and senior notes	$	12,283	$	12,075	Fair value of our variable term debt and senior notes	$	12,265	$	12,477
Principal carrying amount of our variable term debt and senior notes	Principal carrying amount of our variable term debt and senior notes	12,346		11,900		Principal carrying amount of our variable term debt and senior notes	12,435		12,453

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Interest Expense, net

Interest expense, net consists of the following (in millions):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Debt (a)	Debt (a)	$	119	$	130	$	351	$	382	Debt (a)		$	113	$	113
Finance lease obligations	Finance lease obligations	4		5		14		16		Finance lease obligations		5		5
Amortization of deferred financing costs and debt issuance discount	Amortization of deferred financing costs and debt issuance discount	7		7		19		22		Amortization of deferred financing costs and debt issuance discount		7		6
Interest income	Interest income	(1)		(5)		(8)		(14)		Interest income		(1)		(5)
Interest expense, net	Interest expense, net	$	129	$	137	$	376	$	406	Interest expense, net		$	124	$	119

(a)Amount includes ~~$15~~$12 million and ~~$16~~$21 million benefit during the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and $56 million and $53 million benefit during the nine months ended September 30, 2020 and 2019,~~ respectively, related to the quarterly net settlements of our cross-currency rate swaps and amortization of the Excluded Component as defined in Note 13, Derivatives.

Note 11. Income Taxes

Our effective tax rate was ~~22.6% and 9.2%~~14.7% for the three ~~and nine~~ months ended ~~September 30, 2020, respectively.~~March 31, 2021. The effective tax rate during these periods reflects the mix of income from multiple tax jurisdictions and the impact of internal financing arrangements. Additionally, the effective tax rate during the nine months ended September 30, 2020 reflects a $64 million increase in deferred tax assets which decreased the effective tax rate by (9.5)% during this period. Based on the analysis of final guidance related to the Tax Cuts and Jobs Act (the “Tax Act”) received during this period ~~a deferred tax asset was recorded.~~

~~Our effective tax rate was 18.3% and 21.4% for the three and nine months ended September 30, 2019, respectively. The effective tax rate during these periods~~ reflects the mix of income from multiple tax jurisdictions, the impact of internal financing arrangements and ~~stock option exercises. Additionally,~~ the excess tax benefits from equity-based compensation.

Our effective tax rate was 16.8% for the three months ended March 31, 2020. The effective tax rate during this period reflects the ~~nine months ended September 30, 2019 reflects a $37 million increase in~~amount and mix of income from multiple tax jurisdictions and the provision for unrecognized tax benefits related to a prior restructuring transaction that is not applicable to ongoing operations which increased the effective tax rate by 3.4% during this period. Benefits from stock option exercises reduced the effective tax rate by 1.2% and 2.9% for the three and nine months ended September 30, 2019, respectively.impact of internal financing arrangements.

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Note 12. Equity

During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, Partnership exchanged ~~3,294,968~~72,671 Partnership exchangeable units pursuant to exchange notices received. In accordance with the terms of the partnership agreement, Partnership satisfied the exchange notices by exchanging these Partnership exchangeable units for the same number of newly issued RBI common shares. ~~See Note 18,~~ ~~Subsequent Events, for detail of Partnership exchangeable units repurchased for cash on October 2, 2020.~~ The issuances of shares were accounted for as capital contributions by RBI to Partnership. The exchanges of Partnership exchangeable units were recorded as increases to the Class A common units balance within partners’ capital in our consolidated balance sheet in an amount equal to the market value of the newly issued RBI common shares and a reduction to the Partnership exchangeable units balance within partners’ capital of our consolidated balance sheet in an amount equal to the cash paid by Partnership, if any, and the market value of the newly issued RBI common shares. Pursuant to the terms of the partnership agreement, upon the exchange of Partnership exchangeable units, each such Partnership exchangeable unit is automatically deemed cancelled concurrently with the exchange.

Accumulated Other Comprehensive Income (Loss)

The following table displays the changes in the components of accumulated other comprehensive income (loss) (“AOCI”) (in millions):


		Derivatives		Pensions		Foreign Currency Translation		Accumulated Other Comprehensive Income (Loss)			Derivatives		Pensions		Foreign Currency Translation		Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2019		$	306	$	(29)	$	(1,455)	$	(1,178)
Balance at December 31, 2020										Balance at December 31, 2020	$	(107)	$	(45)	$	(1,123)	$	(1,275)
Foreign currency translation adjustment	Foreign currency translation adjustment	—		—		(170)		(170)		Foreign currency translation adjustment	—		—		54		54
Net change in fair value of derivatives, net of tax	Net change in fair value of derivatives, net of tax	(229)		—		—		(229)		Net change in fair value of derivatives, net of tax	124		—		—		124
Amounts reclassified to earnings of cash flow hedges, net of tax	Amounts reclassified to earnings of cash flow hedges, net of tax	51		—		—		51		Amounts reclassified to earnings of cash flow hedges, net of tax	24		—		—		24

Balance at September 30, 2020		$	128	$	(29)	$	(1,625)	$	(1,526)
Pension and post-retirement benefit plans, net of tax										Pension and post-retirement benefit plans, net of tax	—		1		—		1
Balance at March 31, 2021										Balance at March 31, 2021	$	41	$	(44)	$	(1,069)	$	(1,072)

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Note 13. Derivative Instruments

Disclosures about Derivative Instruments and Hedging Activities

We enter into derivative instruments for risk management purposes, including derivatives designated as cash flow hedges, derivatives designated as net investment hedges and those utilized as economic hedges. We use derivatives to manage our exposure to fluctuations in interest rates and currency exchange rates.

Interest Rate Swaps

At ~~September 30, 2020,~~March 31, 2021, we had outstanding receive-variable, pay-fixed interest rate swaps with a total notional value of $3,500 million to hedge the variability in the interest payments on a portion of our senior secured term loan facilities (the “Term Loan Facilities”) beginning October 31, 2019 through the termination date of November 19, 2026. Additionally, at ~~September 30, 2020,~~March 31, 2021, we also had outstanding receive-variable, pay-fixed interest rate swaps with a total notional value of $500 million to hedge the variability in the interest payments on a portion of our Term Loan Facilities effective September 30, 2019 through the termination date of September 30, 2026. At inception, all of these interest rate swaps were designated as cash flow hedges for hedge accounting. The unrealized changes in market value are recorded in AOCI and reclassified into earnings during the period in which the hedged forecasted transaction affects earnings.

During 2019, we extended the term of our previous $3,500 million receive-variable, pay-fixed interest rate swaps to align the maturity date of the new interest rate swaps with the new maturity date of our Term Loan B. The extension of the term resulted in a de-designation and re-designation of the interest rate swaps and the swaps continue to be accounted for as a cash flow hedge for hedge accounting. In connection with the de-designation, we recognized a net unrealized loss of $213 million in AOCI and this amount gets reclassified into Interest expense, net as the original forecasted transaction affects earnings. The amount of pre-tax losses in AOCI as of ~~September 30, 2020~~March 31, 2021 that we expect to be reclassified into interest expense within the next 12 months is ~~$51~~$50 million.

During 2015, we settled certain interest rate swaps and recognized a net unrealized loss of $85 million in AOCI at the date of settlement. This amount gets reclassified into Interest expense, net as the original hedged forecasted transaction affects earnings. The amount of pre-tax losses in AOCI as of ~~September 30, 2020~~March 31, 2021 that we expect to be reclassified into interest expense within the next 12 months is ~~$12~~$8 million.

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Cross-Currency Rate Swaps

To protect the value of our investments in our foreign operations against adverse changes in foreign currency exchange rates, we hedge a portion of our net investment in one or more of our foreign subsidiaries by using cross-currency rate swaps. At ~~September 30, 2020,~~March 31, 2021, we had outstanding cross-currency rate swap contracts between the Canadian dollar and U.S. dollar and the Euro and U.S. dollar that have been designated as net investment hedges of a portion of our equity in foreign operations in those currencies. The component of the gains and losses on our net investment in these designated foreign operations driven by changes in foreign exchange rates are economically partly offset by movements in the fair value of our cross-currency swap contracts. The fair value of the swaps is calculated each period with changes in fair value reported in AOCI, net of tax. Such amounts will remain in AOCI until the complete or substantially complete liquidation of our investment in the underlying foreign operations.

At ~~September 30, 2020,~~March 31, 2021, we had outstanding fixed-to-fixed cross-currency rate swaps to partially hedge the net investment in our Canadian subsidiaries. At inception, these cross-currency rate swaps were designated as a hedge and are accounted for as net investment hedges. These swaps are contracts to exchange quarterly fixed-rate interest payments we make on the Canadian dollar notional amount of C$6,754 million for quarterly fixed-rate interest payments we receive on the U.S. dollar notional amount of $5,000 million through the maturity date of June 30, 2023.

At ~~September 30, 2020,~~March 31, 2021, we had outstanding cross-currency rate swaps in which we pay quarterly fixed-rate interest payments on the Euro notional value of €1,108 million and receive quarterly fixed-rate interest payments on the U.S. dollar notional value of $1,200 million. At inception, these cross-currency rate swaps were designated as a hedge and are accounted for as a net investment hedge. During 2018, we extended the term of the swaps from March 31, 2021 to the maturity date of February 17, 2024. The extension of the term resulted in a re-designation of the hedge and the swaps continue to be accounted for as a net investment hedge. Additionally, at ~~September 30, 2020,~~March 31, 2021, we also had outstanding cross-currency rate swaps in which we receive quarterly fixed-rate interest payments on the U.S. dollar notional value of $400 million, entered during 2018, and $500 million, entered during 2019, through the maturity date of February 17, 2024. At inception, these cross-currency rate swaps were designated as a hedge and are accounted for as a net investment hedge.

The fixed to fixed cross-currency rate swaps hedging Canadian dollar and Euro net investments utilized the forward method of effectiveness assessment prior to March 15, 2018. On March 15, 2018, we de-designated and subsequently re-designated the outstanding fixed to fixed cross-currency rate swaps to prospectively use the spot method of hedge effectiveness

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assessment. Additionally, as a result of adopting new hedge accounting guidance during 2018, we elected to exclude the interest component (the “Excluded Component”) from the accounting hedge without affecting net investment hedge accounting and elected to amortize the Excluded Component over the life of the derivative instrument. The amortization of the Excluded Component is recognized in Interest expense, net in the condensed consolidated statement of operations. The change in fair value that is not related to the Excluded Component is recorded in AOCI and will be reclassified to earnings when the foreign subsidiaries are sold or substantially liquidated.

Foreign Currency Exchange Contracts

We use foreign exchange derivative instruments to manage the impact of foreign exchange fluctuations on U.S. dollar purchases and payments, such as coffee purchases made by our Canadian Tim Hortons operations. At ~~September 30, 2020,~~March 31, 2021, we had outstanding forward currency contracts to manage this risk in which we sell Canadian dollars and buy U.S. dollars with a notional value of ~~$98~~$124 million with maturities to ~~November 2021.~~May 2022. We have designated these instruments as cash flow hedges, and as such, the unrealized changes in market value of effective hedges are recorded in AOCI and are reclassified into earnings during the period in which the hedged forecasted transaction affects earnings.

Credit Risk

By entering into derivative contracts, we are exposed to counterparty credit risk. Counterparty credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is in an asset position, the counterparty has a liability to us, which creates credit risk for us. We attempt to minimize this risk by selecting counterparties with investment grade credit ratings and regularly monitoring our market position with each counterparty.

Credit-Risk Related Contingent Features

Our derivative instruments do not contain any credit-risk related contingent features.

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Quantitative Disclosures about Derivative Instruments and Fair Value Measurements

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


		Gain or (Loss) Recognized in Other Comprehensive Income (Loss)										Gain or (Loss) Recognized in Other Comprehensive Income (Loss)
		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Derivatives designated as cash flow hedges(1)	Derivatives designated as cash flow hedges(1)									Derivatives designated as cash flow hedges(1)
Interest rate swaps	Interest rate swaps	$	(22)	$	(35)	$	(370)	$	(156)	Interest rate swaps		$	129	$	(300)
Forward-currency contracts	Forward-currency contracts	$	(2)	$	1	$	3	$	(3)	Forward-currency contracts		$	(1)	$	7
Derivatives designated as net investment hedges	Derivatives designated as net investment hedges									Derivatives designated as net investment hedges
Cross-currency rate swaps	Cross-currency rate swaps	$	(238)	$	180	$	51	$	25	Cross-currency rate swaps		$	9	$	517

(1)We did not exclude any components from the cash flow hedge relationships presented in this table.


		Location of Gain or (Loss) Reclassified from AOCI into Earnings		Gain or (Loss) Reclassified from AOCI into Earnings												Location of Gain or (Loss) Reclassified from AOCI into Earnings		Gain or (Loss) Reclassified from AOCI into Earnings
			Three Months Ended September 30,						Nine Months Ended September 30,								Three Months Ended March 31,
						2020			2019			2020			2019					2021			2020
Derivatives designated as cash flow hedges	Derivatives designated as cash flow hedges														Derivatives designated as cash flow hedges
Interest rate swaps	Interest rate swaps	Interest expense, net		$	(30)		$	(7)		$	(71)		$	(14)	Interest rate swaps	Interest expense, net		$	(30)		$	(15)
Forward-currency contracts	Forward-currency contracts	Cost of sales		$	0		$	0		$	2		$	4	Forward-currency contracts	Cost of sales		$	(2)		$	0

		Location of Gain or (Loss) Recognized in Earnings		Gain or (Loss) Recognized in Earnings (Amount Excluded from Effectiveness Testing)												Location of Gain or (Loss) Recognized in Earnings		Gain or (Loss) Recognized in Earnings (Amount Excluded from Effectiveness Testing)
			Three Months Ended September 30,						Nine Months Ended September 30,								Three Months Ended March 31,
						2020			2019			2020			2019					2021			2020
Derivatives designated as net investment hedges	Derivatives designated as net investment hedges														Derivatives designated as net investment hedges
Cross-currency rate swaps	Cross-currency rate swaps	Interest expense, net		$	15		$	16		$	56		$	53	Cross-currency rate swaps	Interest expense, net		$	12		$	21


	Fair Value as of
	March 31, 2021		December 31, 2020		Balance Sheet Location
Assets:



Derivatives designated as net investment hedges
Foreign currency	$	13	$	0	Other assets, net
Total assets at fair value	$	13	$	0

Liabilities:
Derivatives designated as cash flow hedges
Interest rate	$	279	$	430	Other liabilities, net
Foreign currency	4		5		Other accrued liabilities
Derivatives designated as net investment hedges
Foreign currency	436		434		Other liabilities, net
Total liabilities at fair value	$	719	$	869

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Fair Value as of
September 30,
2020 December 31, 2019 Balance Sheet Location
Assets:
Derivatives designated as cash flow hedges
Interest rate $ 0 $ 7 Other assets, net
Derivatives designated as net investment hedges
Foreign currency 18 22 Other assets, net
Total assets at fair value $ 18 $ 29
Liabilities:
Derivatives designated as cash flow hedges
Interest rate $ 490 $ 175 Other liabilities, net
Foreign currency 1 2 Other accrued liabilities
Derivatives designated as net investment hedges
Foreign currency 102 166 Other liabilities, net
Total liabilities at fair value $ 593 $ 343

Note 14. Other Operating Expenses (Income), net

Other operating expenses (income), net consist of the following (in millions):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Net losses (gains) on disposal of assets, restaurant closures, and refranchisings	Net losses (gains) on disposal of assets, restaurant closures, and refranchisings	$	4	$	6	$	2	$	(1)	Net losses (gains) on disposal of assets, restaurant closures, and refranchisings		$	(2)	$	(2)
Litigation settlements (gains) and reserves, net	Litigation settlements (gains) and reserves, net	4		1		5		1		Litigation settlements (gains) and reserves, net		2		0
Net losses (gains) on foreign exchange	Net losses (gains) on foreign exchange	44		(35)		54		(38)		Net losses (gains) on foreign exchange		(43)		(8)
Other, net	Other, net	2		(2)		(2)		(6)		Other, net		1		(6)
Other operating expenses (income), net	Other operating expenses (income), net	$	54	$	(30)	$	59	$	(44)	Other operating expenses (income), net		$	(42)	$	(16)

Net losses (gains) on disposal of assets, restaurant closures, and refranchisings represent sales of properties and other costs related to restaurant closures and refranchisings. Gains and losses recognized in the current period may reflect certain costs related to closures and refranchisings that occurred in previous periods.

Net losses (gains) on foreign exchange is primarily related to revaluation of foreign denominated assets and liabilities.

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Note 15. Commitments and Contingencies

Litigation

From time to time, we are involved in legal proceedings arising in the ordinary course of business relating to matters including, but not limited to, disputes with franchisees, suppliers, employees and customers, as well as disputes over our intellectual property.

On October 5, 2018, a class action complaint was filed against Burger King Worldwide, Inc. (“BKW”) and Burger King Corporation (“BKC”) in the U.S. District Court for the Southern District of Florida by Jarvis Arrington, individually and on behalf of all others similarly situated. On October 18, 2018, a second class action complaint was filed against RBI, BKW and BKC in the U.S. District Court for the Southern District of Florida by Monique Michel, individually and on behalf of all others similarly situated. On October 31, 2018, a third class action complaint was filed against BKC and BKW in the U.S. District Court for the Southern District of Florida by Geneva Blanchard and Tiffany Miller, individually and on behalf of all others similarly situated. On November 2, 2018, a fourth class action complaint was filed against RBI, BKW and BKC in the U.S. District Court for the Southern District of Florida by Sandra Muster, individually and on behalf of all others similarly situated. These complaints have been consolidated and allege that the defendants violated Section 1 of the Sherman Act by incorporating an employee no-solicitation and no-hiring clause in the standard form franchise agreement all Burger King franchisees are required to sign. Each plaintiff seeks injunctive relief and damages for himself or herself and other members of the class. On March 24, 2020, the Court granted BKC’s motion to dismiss for failure to state a claim and on April 20, 2020 the plaintiffs filed a motion for leave to amend their complaint. On April 27, 2020, BKC filed a motion opposing the motion for leave to amend. The court denied the plaintiffs motion for leave to amend their complaint in August 2020 and the plaintiffs are appealing this ruling. While we currently believe these claims are without merit, we are unable to predict the ultimate outcome of ~~these cases~~this case or estimate the range of possible loss, if any.

In July 2019, a class action complaint was filed against The TDL Group Corp. (“TDL”) in the Supreme Court of British Columbia by Samir Latifi, individually and on behalf of all others similarly situated. The complaint alleges that TDL violated the Canadian Competition Act by incorporating an employee no-solicitation and no-hiring clause in the standard form franchise agreement all Tim Hortons franchisees are required to sign. The plaintiff seeks damages and restitution, on behalf of himself and other members of the class. In February 2021, TDL filed and served an application to strike which is scheduled to be heard in May 2021. While we currently believe this claim is without merit, we are unable to predict the ultimate outcome of this case or estimate the range of possible loss, if any.

On June 30, 2020, a class action complaint was filed against Restaurant Brands International Inc., Restaurant Brands International Limited Partnership and The TDL Group Corp. in the Quebec Superior Court by Steve Holcman, individually and on behalf of all Quebec residents who downloaded the Tim Hortons mobile application. On July 2, 2020, a Notice of Action related to a second class action complaint was filed against Restaurant Brands International Inc., in the Ontario Superior Court by Ashley Sitko and Ashley Cadeau, individually and on behalf of all Canadian residents who downloaded the Tim Hortons mobile application. On August 31, 2020, a notice of claim was filed against Restaurant Brands International Inc. in the Supreme

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Court of British Columbia by Wai Lam Jacky Law on behalf of all persons in Canada who downloaded the Tim Hortons mobile application or the Burger King mobile application. On September 30, 2020, a notice of action was filed against Restaurant Brands International Inc., Restaurant Brands International Limited Partnership, The TDL Group Corp., Burger King Worldwide, Inc. and Popeyes Louisiana Kitchen, Inc. in the Ontario Superior Court of Justice by William Jung on behalf of a to be determined class. All of the complaints allege that the defendants violated the plaintiff’s privacy rights, the Personal Information Protection and Electronic Documents Act, consumer protection and competition laws or app-based undertakings to users, in each case in connection with the collection of geolocation data through the Tim Hortons mobile application, and in certain cases, the Burger King and Popeyes mobile applications. Each plaintiff seeks injunctive relief and monetary damages for himself or herself and other members of the class. These cases are in preliminary stages and we intend to vigorously defend against these lawsuits, but we are unable to predict the ultimate outcome of any of these cases or estimate the range of possible loss, if any.

On October 26, 2020, City of Warwick Municipal Employees Pension Fund, a purported stockholder of Restaurant Brands International Inc., individually and putatively on behalf of all other stockholders similarly situated, filed a lawsuit in the Supreme Court of the State of New York County of New York naming RBI and certain of its officers, directors and shareholders as defendants alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, as amended, in connection with certain offerings of securities by an affiliate in August and September 2019. The complaint alleges that the shelf registration statement used in connection with such offering contained certain false and/or misleading statements or omissions. The complaint seeks, among other relief, class certification of the lawsuit, unspecified compensatory damages, rescission, pre-judgement and post-judgement interest, costs and expenses. On December 18, 2020 the plaintiffs filed an amended complaint and on February 16, 2021 RBI filed a motion to dismiss the complaint. The plaintiffs filed a brief in opposition to the motion on April 19, 2021. We intend to vigorously defend. While we believe these claims are without merit, we are unable to predict the ultimate outcome of this case or estimate the range of possible loss, if any.

On February 5, 2021, Paul J. Graney, a purported shareholder of Restaurant Brands International, individually and putatively on behalf of all other stockholders similarly situated, filed a lawsuit in the U.S. District Court for the Southern District of Florida naming RBI and certain of its current or former officers as defendants. This lawsuit alleged violations of Sections 10 and 20(a) of the Securities Exchange Act of 1934, as amended, in connection with certain statements made beginning in April 2019. On April 26, 2021, the lead plaintiff filed a stipulation voluntarily dismissing the case, which the Court so ordered on April 27, 2021.

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Note 16. Segment Reporting

As stated in Note 1, Description of Business and Organization, we manage 3 brands. Under the Tim Hortons brand, we operate in the donut/coffee/tea category of the quick service segment of the restaurant industry. Under the Burger King brand, we operate in the fast food hamburger restaurant category of the quick service segment of the restaurant industry. Under the Popeyes brand, we operate in the chicken category of the quick service segment of the restaurant industry. Our business generates revenue from the following sources: (i) franchise and advertising revenues, consisting primarily of royalties and advertising fund contributions based on a percentage of sales reported by franchise restaurants and franchise fees paid by franchisees; (ii) property revenues from properties we lease or sublease to franchisees; and (iii) sales at restaurants owned by us (“Company restaurants”). In addition, our TH business generates revenue from sales to franchisees related to our supply chain operations, including manufacturing, procurement, warehousing and distribution, as well as sales to retailers. We manage each of our brands as an operating segment and each operating segment represents a reportable segment.

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The following tables present revenues, by segment and by country (in millions):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Revenues by operating segment:	Revenues by operating segment:									Revenues by operating segment:
TH	TH	$	762	$	881	$	2,028	$	2,472	TH		$	710	$	699
BK	BK	433		457		1,168		1,315		BK		407		388
PLK	PLK	142		120		414		337		PLK		143		138
Total revenues	Total revenues	$	1,337	$	1,458	$	3,610	$	4,124	Total revenues		$	1,260	$	1,225


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Revenues by country (a):	Revenues by country (a):									Revenues by country (a):
Canada	Canada	$	691	$	805	$	1,837	$	2,245	Canada		$	638	$	632
United States	United States	499		489		1,392		1,412		United States		478		450
Other	Other	147		164		381		467		Other		144		143
Total revenues	Total revenues	$	1,337	$	1,458	$	3,610	$	4,124	Total revenues		$	1,260	$	1,225

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

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Our measure of segment income is Adjusted EBITDA. Adjusted EBITDA represents earnings (net income or loss) before interest expense, net, loss on early extinguishment of debt, income tax expense, and depreciation and amortization, adjusted to exclude (i) the non-cash impact of share-based compensation and non-cash incentive compensation expense, (ii) (income) loss from equity method investments, net of cash distributions received from equity method investments, (iii) other operating expenses (income), net and, (iv) income/expenses from non-recurring projects and non-operating activities. For the periods referenced, this included costs incurred ~~in connection with the centralization and relocation of our Canadian and U.S. restaurant support centers to new offices in Toronto, Ontario, and Miami, Florida, respectively, and~~ from professional advisory and consulting services associated with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movements, including consulting services related to the interpretation of final and proposed regulations and guidance under the Tax Cuts and Jobs Act ~~(the “Tax Act”~~(“Corporate restructuring and tax advisory fees”).

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Segment income:	Segment income:									Segment income:
TH	TH	$	258	$	301	$	594	$	825	TH		$	207	$	189
BK	BK	245		254		605		728		BK		217		200
PLK	PLK	58		47		164		129		PLK		56		55
Adjusted EBITDA	Adjusted EBITDA	561		602		1,363		1,682		Adjusted EBITDA		480		444
Share-based compensation and non-cash incentive compensation expense	Share-based compensation and non-cash incentive compensation expense	19		18		63		62		Share-based compensation and non-cash incentive compensation expense		26		21

Corporate restructuring and tax advisory fees	Corporate restructuring and tax advisory fees	3		5		11		22		Corporate restructuring and tax advisory fees		1		1
Office centralization and relocation costs		0		0		0		6

Impact of equity method investments (a)	Impact of equity method investments (a)	20		(9)		42		1		Impact of equity method investments (a)		4		4
Other operating expenses (income), net	Other operating expenses (income), net	54		(30)		59		(44)		Other operating expenses (income), net		(42)		(16)
EBITDA	EBITDA	465		618		1,188		1,635		EBITDA		491		434
Depreciation and amortization	Depreciation and amortization	48		47		139		139		Depreciation and amortization		49		45
Income from operations	Income from operations	417		571		1,049		1,496		Income from operations		442		389
Interest expense, net	Interest expense, net	129		137		376		406		Interest expense, net		124		119
Loss on early extinguishment of debt		0		4		0		4

Income tax expense	Income tax expense	65		79		62		232		Income tax expense		47		46
Net income	Net income	$	223	$	351	$	611	$	854	Net income		$	271	$	224

(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.

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Note 17. Supplemental Financial Information

On February 17, 2017, 1011778 B.C. Unlimited Liability Company (the “Parent Issuer”) and New Red Finance Inc. (the “Co-Issuer” and together with the Parent Issuer, the “Issuers”) entered into an amended credit agreement, as amended from time to time, that provides for obligations under the Credit Facilities. On November 9, 2020, the Issuers entered into the 2020 3.50% Senior Notes Indenture with respect to the 2020 3.50% Senior Notes. On October 5, 2020, the Issuers entered into the 2020 4.00% Senior Notes Indenture with respect to the 2020 4.00% Senior Notes. On April 7, 2020, the Issuers entered into the 2020 ~~5.750%~~5.75% Senior Notes Indenture with respect to the 2020 ~~5.750%~~5.75% Senior Notes. On November 19, 2019, the Issuers entered into the 2019 4.375% Senior Notes Indenture with respect to the 2019 4.375% Senior Notes. On September 24, 2019, the Issuers entered into the 2019 3.875% Senior Notes Indenture with respect to the 2019 3.875% Senior Notes. On ~~August 28, 2017, the Issuers entered into the 2017 5.000% Senior Notes Indenture with respect to the 2017 5.000% Senior Notes. On~~ May 17, 2017, the Issuers entered into the 2017 4.25% Senior Notes Indenture with respect to the 2017 4.250% Senior Notes.

The agreement governing our Credit Facilities, the 2020 ~~5.750%~~3.50% Senior Notes Indenture, the 2020 4.00% Senior Notes Indenture, the 2020 5.75% Senior Notes Indenture, the 2019 4.375% Senior Notes Indenture, the 2019 3.875% ~~Senior Notes Indenture, the 2017 5.000%~~ Senior Notes Indenture, and the 2017 4.25% Senior Notes Indenture allow the financial reporting obligation of the Parent Issuer to be satisfied through the reporting of Partnership’s consolidated financial information, provided that the consolidated financial information of the Parent Issuer and its restricted subsidiaries is presented on a standalone basis.

The following represents the condensed consolidating financial information for the Parent Issuer and its restricted subsidiaries (“Consolidated Borrowers”) on a consolidated basis, together with eliminations, as of and for the periods indicated. The condensed consolidating financial information of Partnership is combined with the financial information of its wholly-owned subsidiaries that are also parent entities of the Parent Issuer and presented in a single column under the heading “RBILP”. The consolidating financial information may not necessarily be indicative of the financial position, results of operations or cash flows had the Issuers and Partnership operated as independent entities.

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Balance Sheets

(In millions of U.S. dollars)

As of ~~September 30, 2020~~March 31, 2021


		Consolidated Borrowers		RBILP		Eliminations		Consolidated			Consolidated Borrowers		RBILP		Eliminations		Consolidated
ASSETS	ASSETS									ASSETS
Current assets:	Current assets:									Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	1,904	$	0	$	0	$	1,904	Cash and cash equivalents	$	1,563	$	0	$	0	$	1,563
Accounts and notes receivable, net	Accounts and notes receivable, net	589		0		0		589		Accounts and notes receivable, net	519		0		0		519
Inventories, net	Inventories, net	87		0		0		87		Inventories, net	98		0		0		98
Prepaids and other current assets	Prepaids and other current assets	85		0		0		85		Prepaids and other current assets	111		0		0		111
Total current assets	Total current assets	2,665		0		0		2,665		Total current assets	2,291		0		0		2,291
Property and equipment, net	Property and equipment, net	1,975		0		0		1,975		Property and equipment, net	2,028		0		0		2,028
Operating lease assets, net	Operating lease assets, net	1,122		0		0		1,122		Operating lease assets, net	1,140		0		0		1,140
Intangible assets, net	Intangible assets, net	10,415		0		0		10,415		Intangible assets, net	10,742		0		0		10,742
Goodwill	Goodwill	5,571		0		0		5,571		Goodwill	5,781		0		0		5,781
Net investment in property leased to franchisees	Net investment in property leased to franchisees	63		0		0		63		Net investment in property leased to franchisees	67		0		0		67
Intercompany receivable	Intercompany receivable	0		243		(243)		0		Intercompany receivable	0		245		(245)		0
Investment in subsidiaries	Investment in subsidiaries	0		3,915		(3,915)		0		Investment in subsidiaries	0		4,002		(4,002)		0
Other assets, net	Other assets, net	722		0		0		722		Other assets, net	808		0		0		808
Total assets	Total assets	$	22,533	$	4,158	$	(4,158)	$	22,533	Total assets	$	22,857	$	4,247	$	(4,247)	$	22,857
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY									LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:									Current liabilities:
Accounts and drafts payable	Accounts and drafts payable	$	523	$	0	$	0	$	523	Accounts and drafts payable	$	488	$	0	$	0	$	488
Other accrued liabilities	Other accrued liabilities	640		243		0		883		Other accrued liabilities	560		245		0		805
Gift card liability	Gift card liability	108		0		0		108		Gift card liability	147		0		0		147
Current portion of long-term debt and finance leases	Current portion of long-term debt and finance leases	107		0		0		107		Current portion of long-term debt and finance leases	112		0		0		112
Total current liabilities	Total current liabilities	1,378		243		0		1,621		Total current liabilities	1,307		245		0		1,552
Long-term debt, net of current portion	Long-term debt, net of current portion	12,300		0		0		12,300		Long-term debt, net of current portion	12,386		0		0		12,386
Finance leases, net of current portion	Finance leases, net of current portion	304		0		0		304		Finance leases, net of current portion	318		0		0		318
Operating lease liabilities, net of current portion	Operating lease liabilities, net of current portion	1,054		0		0		1,054		Operating lease liabilities, net of current portion	1,075		0		0		1,075
Other liabilities, net	Other liabilities, net	1,917		0		0		1,917		Other liabilities, net	2,089		0		0		2,089
Payables to affiliates	Payables to affiliates	243		0		(243)		0		Payables to affiliates	245		0		(245)		0
Deferred income taxes, net	Deferred income taxes, net	1,422		0		0		1,422		Deferred income taxes, net	1,435		0		0		1,435
Total liabilities	Total liabilities	18,618		243		(243)		18,618		Total liabilities	18,855		245		(245)		18,855
Partners’ capital:	Partners’ capital:									Partners’ capital:
Class A common units	Class A common units	0		8,005		0		8,005		Class A common units	0		8,066		0		8,066
Partnership exchangeable units	Partnership exchangeable units	0		(2,568)		0		(2,568)		Partnership exchangeable units	0		(2,998)		0		(2,998)
Common shares	Common shares	3,369		0		(3,369)		0		Common shares	3,077		0		(3,077)		0
Retained Earnings	Retained Earnings	2,068		0		(2,068)		0		Retained Earnings	1,991		0		(1,991)		0
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(1,526)		(1,526)		1,526		(1,526)		Accumulated other comprehensive income (loss)	(1,072)		(1,072)		1,072		(1,072)
Total Partners' capital/shareholders' equity	Total Partners' capital/shareholders' equity	3,911		3,911		(3,911)		3,911		Total Partners' capital/shareholders' equity	3,996		3,996		(3,996)		3,996
Noncontrolling interests	Noncontrolling interests	4		4		(4)		4		Noncontrolling interests	6		6		(6)		6
Total equity	Total equity	3,915		3,915		(3,915)		3,915		Total equity	4,002		4,002		(4,002)		4,002
Total liabilities and equity	Total liabilities and equity	$	22,533	$	4,158	$	(4,158)	$	22,533	Total liabilities and equity	$	22,857	$	4,247	$	(4,247)	$	22,857

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Balance Sheets

(In millions of U.S. dollars)

As of December 31, ~~2019~~2020


		Consolidated Borrowers		RBILP		Eliminations		Consolidated			Consolidated Borrowers		RBILP		Eliminations		Consolidated
ASSETS	ASSETS									ASSETS
Current assets:	Current assets:									Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	1,533	$	0	$	0	$	1,533	Cash and cash equivalents	$	1,560	$	0	$	0	$	1,560
Accounts and notes receivable, net	Accounts and notes receivable, net	527		0		0		527		Accounts and notes receivable, net	536		0		0		536
Inventories, net	Inventories, net	84		0		0		84		Inventories, net	96		0		0		96
Prepaids and other current assets	Prepaids and other current assets	52		0		0		52		Prepaids and other current assets	72		0		0		72
Total current assets	Total current assets	2,196		0		0		2,196		Total current assets	2,264		0		0		2,264
Property and equipment, net	Property and equipment, net	2,007		0		0		2,007		Property and equipment, net	2,031		0		0		2,031
Operating lease assets. net	Operating lease assets. net	1,176		0		0		1,176		Operating lease assets. net	1,152		0		0		1,152
Intangible assets, net	Intangible assets, net	10,563		0		0		10,563		Intangible assets, net	10,701		0		0		10,701
Goodwill	Goodwill	5,651		0		0		5,651		Goodwill	5,739		0		0		5,739
Net investment in property leased to franchisees	Net investment in property leased to franchisees	48		0		0		48		Net investment in property leased to franchisees	66		0		0		66
Intercompany receivable	Intercompany receivable	0		232		(232)		0		Intercompany receivable	0		239		(239)		0
Investment in subsidiaries	Investment in subsidiaries	0		4,259		(4,259)		0		Investment in subsidiaries	0		3,721		(3,721)		0
Other assets, net	Other assets, net	719		0		0		719		Other assets, net	824		0		0		824
Total assets	Total assets	$	22,360	$	4,491	$	(4,491)	$	22,360	Total assets	$	22,777	$	3,960	$	(3,960)	$	22,777
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY									LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:									Current liabilities:
Accounts and drafts payable	Accounts and drafts payable	$	644	$	0	$	0	$	644	Accounts and drafts payable	$	464	$	0	$	0	$	464
Other accrued liabilities	Other accrued liabilities	558		232		0		790		Other accrued liabilities	596		239		0		835
Gift card liability	Gift card liability	168		0		0		168		Gift card liability	191		0		0		191
Current portion of long-term debt and finance leases	Current portion of long-term debt and finance leases	101		0		0		101		Current portion of long-term debt and finance leases	111		0		0		111
Total current liabilities	Total current liabilities	1,471		232		0		1,703		Total current liabilities	1,362		239		0		1,601
Long-term debt, net of current portion	Long-term debt, net of current portion	11,759		0		0		11,759		Long-term debt, net of current portion	12,397		0		0		12,397
Finance leases, net of current portion	Finance leases, net of current portion	288		0		0		288		Finance leases, net of current portion	315		0		0		315
Operating lease liabilities, net of current portion	Operating lease liabilities, net of current portion	1,089		0		0		1,089		Operating lease liabilities, net of current portion	1,082		0		0		1,082
Other liabilities, net	Other liabilities, net	1,698		0		0		1,698		Other liabilities, net	2,236		0		0		2,236
Payables to affiliates	Payables to affiliates	232		0		(232)		0		Payables to affiliates	239		0		(239)		0
Deferred income taxes, net	Deferred income taxes, net	1,564		0		0		1,564		Deferred income taxes, net	1,425		0		0		1,425
Total liabilities	Total liabilities	18,101		232		(232)		18,101		Total liabilities	19,056		239		(239)		19,056
Partners’ capital:	Partners’ capital:									Partners’ capital:
Class A common units	Class A common units	0		7,786		0		7,786		Class A common units	0		7,994		0		7,994
Partnership exchangeable units	Partnership exchangeable units	0		(2,353)		0		(2,353)		Partnership exchangeable units	0		(3,002)		0		(3,002)
Common shares	Common shares	3,248		0		(3,248)		0		Common shares	3,026		0		(3,026)		0
Retained Earnings	Retained Earnings	2,185		0		(2,185)		0		Retained Earnings	1,966		0		(1,966)		0
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(1,178)		(1,178)		1,178		(1,178)		Accumulated other comprehensive income (loss)	(1,275)		(1,275)		1,275		(1,275)
Total Partners' capital/shareholders' equity	Total Partners' capital/shareholders' equity	4,255		4,255		(4,255)		4,255		Total Partners' capital/shareholders' equity	3,717		3,717		(3,717)		3,717
Noncontrolling interests	Noncontrolling interests	4		4		(4)		4		Noncontrolling interests	4		4		(4)		4
Total equity	Total equity	4,259		4,259		(4,259)		4,259		Total equity	3,721		3,721		(3,721)		3,721
Total liabilities and equity	Total liabilities and equity	$	22,360	$	4,491	$	(4,491)	$	22,360	Total liabilities and equity	$	22,777	$	3,960	$	(3,960)	$	22,777

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Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Three Months Ended ~~September 30, 2020~~March 31, 2021


		Consolidated Borrowers		RBILP		Eliminations		Consolidated			Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:	Revenues:									Revenues:
Sales	Sales	$	541	$	0	$	0	$	541	Sales	$	507	$	0	$	0	$	507
Franchise and property revenues	Franchise and property revenues	796		0		0		796		Franchise and property revenues	548		0		0		548
Advertising revenues										Advertising revenues	205		0		0		205
Total revenues	Total revenues	1,337		0		0		1,337		Total revenues	1,260		0		0		1,260
Operating costs and expenses:	Operating costs and expenses:									Operating costs and expenses:
Cost of sales	Cost of sales	418		0		0		418		Cost of sales	401		0		0		401
Franchise and property expenses	Franchise and property expenses	128		0		0		128		Franchise and property expenses	116		0		0		116
Selling, general and administrative expenses		302		0		0		302
Advertising expenses										Advertising expenses	236		0		0		236
General and administrative expenses										General and administrative expenses	105		0		0		105
(Income) loss from equity method investments	(Income) loss from equity method investments	18		0		0		18		(Income) loss from equity method investments	2		0		0		2
Other operating expenses (income), net	Other operating expenses (income), net	54		0		0		54		Other operating expenses (income), net	(42)		0		0		(42)
Total operating costs and expenses	Total operating costs and expenses	920		0		0		920		Total operating costs and expenses	818		0		0		818
Income from operations	Income from operations	417		0		0		417		Income from operations	442		0		0		442
Interest expense, net	Interest expense, net	129		0		0		129		Interest expense, net	124		0		0		124

Income before income taxes	Income before income taxes	288		0		0		288		Income before income taxes	318		0		0		318
Income tax expense	Income tax expense	65		0		0		65		Income tax expense	47		0		0		47
Net income	Net income	223		0		0		223		Net income	271		0		0		271
Equity in earnings of consolidated subsidiaries	Equity in earnings of consolidated subsidiaries	0		223		(223)		0		Equity in earnings of consolidated subsidiaries	0		271		(271)		0
Net income (loss)	Net income (loss)	223		223		(223)		223		Net income (loss)	271		271		(271)		271
Net income (loss) attributable to noncontrolling interests	Net income (loss) attributable to noncontrolling interests	0		0		0		0		Net income (loss) attributable to noncontrolling interests	1		1		(1)		1
Net income (loss) attributable to common unitholders	Net income (loss) attributable to common unitholders	$	223	$	223	$	(223)	$	223	Net income (loss) attributable to common unitholders	$	270	$	270	$	(270)	$	270
Comprehensive income (loss)	Comprehensive income (loss)	$	269	$	269	$	(269)	$	269	Comprehensive income (loss)	$	474	$	474	$	(474)	$	474

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

~~Nine~~

Three Months Ended ~~September 30,~~March 31, 2020


		Consolidated Borrowers		RBILP		Eliminations		Consolidated			Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:	Revenues:									Revenues:
Sales	Sales	$	1,450	$	0	$	0	$	1,450	Sales	$	503	$	0	$	0	$	503
Franchise and property revenues	Franchise and property revenues	2,160		0		0		2,160		Franchise and property revenues	525		0		0		525
Advertising revenues										Advertising revenues	197		0		0		197
Total revenues	Total revenues	3,610		0		0		3,610		Total revenues	1,225		0		0		1,225
Operating costs and expenses:	Operating costs and expenses:									Operating costs and expenses:
Cost of sales	Cost of sales	1,156		0		0		1,156		Cost of sales	399		0		0		399
Franchise and property expenses	Franchise and property expenses	388		0		0		388		Franchise and property expenses	123		0		0		123
Selling, general and administrative expenses		922		0		0		922
Advertising expenses										Advertising expenses	226		0		0		226
General and administrative expenses										General and administrative expenses	102		0		0		102
(Income) loss from equity method investments	(Income) loss from equity method investments	36		0		0		36		(Income) loss from equity method investments	2		0		0		2
Other operating expenses (income), net	Other operating expenses (income), net	59		0		0		59		Other operating expenses (income), net	(16)		0		0		(16)
Total operating costs and expenses	Total operating costs and expenses	2,561		0		0		2,561		Total operating costs and expenses	836		0		0		836
Income from operations	Income from operations	1,049		0		0		1,049		Income from operations	389		0		0		389
Interest expense, net	Interest expense, net	376		0		0		376		Interest expense, net	119		0		0		119

Income before income taxes	Income before income taxes	673		0		0		673		Income before income taxes	270		0		0		270
Income tax expense	Income tax expense	62		0		0		62		Income tax expense	46		0		0		46
Net income	Net income	611		0		0		611		Net income	224		0		0		224
Equity in earnings of consolidated subsidiaries	Equity in earnings of consolidated subsidiaries	0		611		(611)		0		Equity in earnings of consolidated subsidiaries	0		224		(224)		0
Net income (loss)	Net income (loss)	611		611		(611)		611		Net income (loss)	224		224		(224)		224
Net income (loss) attributable to noncontrolling interests	Net income (loss) attributable to noncontrolling interests	1		1		(1)		1		Net income (loss) attributable to noncontrolling interests	0		0		0		0
Net income (loss) attributable to common unitholders	Net income (loss) attributable to common unitholders	$	610	$	610	$	(610)	$	610	Net income (loss) attributable to common unitholders	$	224	$	224	$	(224)	$	224
Comprehensive income (loss)	Comprehensive income (loss)	$	263	$	263	$	(263)	$	263	Comprehensive income (loss)	$	(319)	$	(319)	$	319	$	(319)

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of ~~Operations~~Cash Flows

(In millions of U.S. dollars)

Three ~~Months Ended September 30, 2019~~months ended March 31, 2021

Consolidated Borrowers RBILP Eliminations Consolidated
Revenues:
Sales $ 624 $ 0 $ 0 $ 624
Franchise and property revenues 834 0 0 834
Total revenues 1,458 0 0 1,458
Operating costs and expenses:
Cost of sales 475 0 0 475
Franchise and property expenses 133 0 0 133
Selling, general and administrative expenses 320 0 0 320
(Income) loss from equity method investments (11) 0 0 (11)
Other operating expenses (income), net (30) 0 0 (30)
Total operating costs and expenses 887 0 0 887
Income from operations 571 0 0 571
Interest expense, net 137 0 0 137
Loss on early extinguishment of debt 4 0 0 4
Income before income taxes 430 0 0 430
Income tax expense 79 0 0 79
Net income 351 0 0 351
Equity in earnings of consolidated subsidiaries 0 351 (351) 0
Net income (loss) 351 351 (351) 351
Net income (loss) attributable to noncontrolling interests 0 0 0 0
Net income (loss) attributable to common unitholders $ 351 $ 351 $ (351) $ 351
Comprehensive income (loss) $ 301 $ 301 $ (301) $ 301


	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Cash flows from operating activities:
Net income	$	271	$	271	$	(271)	$	271
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Equity in loss (earnings) of consolidated subsidiaries	0		(271)		271		0
Depreciation and amortization	49		0		0		49

Amortization of deferred financing costs and debt issuance discount	7		0		0		7
(Income) loss from equity method investments	2		0		0		2
(Gain) loss on remeasurement of foreign denominated transactions	(43)		0		0		(43)
Net (gains) losses on derivatives	20		0		0		20
Share-based compensation expense	22		0		0		22
Deferred income taxes	14		0		0		14
Other	(8)		0		0		(8)
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	24		0		0		24
Inventories and prepaids and other current assets	(4)		0		0		(4)
Accounts and drafts payable	19		0		0		19
Other accrued liabilities and gift card liability	(113)		0		0		(113)

Other long-term assets and liabilities	6		0		0		6
Net cash provided by (used for) operating activities	266		0		0		266
Cash flows from investing activities:
Payments for property and equipment	(15)		0		0		(15)
Net proceeds from disposal of assets, restaurant closures, and refranchisings	11		0		0		11

Settlement/sale of derivatives, net	2		0		0		2
Other investing activities, net	(5)		0		0		(5)
Net cash provided by (used for) investing activities	(7)		0		0		(7)
Cash flows from financing activities:

Repayments of long-term debt and finance leases	(27)		0		0		(27)

Distributions on Class A common and Partnership exchangeable units	0		(239)		0		(239)
Capital contribution from RBI	20		0		0		20
Distributions from subsidiaries	(239)		239		0		0
(Payments) proceeds from derivatives	(16)		0		0		(16)
Other financing activities, net	1		0		0		1
Net cash provided by (used for) financing activities	(261)		0		0		(261)
Effect of exchange rates on cash and cash equivalents	5		0		0		5
Increase (decrease) in cash and cash equivalents	3		0		0		3
Cash and cash equivalents at beginning of period	1,560		0		0		1,560
Cash and cash equivalents at end of period	$	1,563	$	0	$	0	$	1,563

~~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, 2019~~

Consolidated Borrowers RBILP Eliminations Consolidated
Revenues:
Sales $ 1,735 $ 0 $ 0 $ 1,735
Franchise and property revenues 2,389 0 0 2,389
Total revenues 4,124 0 0 4,124
Operating costs and expenses:
Cost of sales 1,334 0 0 1,334
Franchise and property expenses 401 0 0 401
Selling, general and administrative expenses 948 0 0 948
(Income) loss from equity method investments (11) 0 0 (11)
Other operating expenses (income), net (44) 0 0 (44)
Total operating costs and expenses 2,628 0 0 2,628
Income from operations 1,496 0 0 1,496
Interest expense, net 406 0 0 406
Loss on early extinguishment of debt 4 0 0 4
Income before income taxes 1,086 0 0 1,086
Income tax expense 232 0 0 232
Net income 854 0 0 854
Equity in earnings of consolidated subsidiaries 0 854 (854) 0
Net income (loss) 854 854 (854) 854
Net income (loss) attributable to noncontrolling interests 0 0 0 0
Net income (loss) attributable to common unitholders $ 854 $ 854 $ (854) $ 854
Comprehensive income (loss) $ 957 $ 957 $ (957) $ 957

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RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

(In millions of U.S. dollars)

~~Nine months ended September 30,~~Three Months Ended March 31, 2020

Consolidated Borrowers RBILP Eliminations Consolidated
Cash flows from operating activities:
Net income $ 611 $ 611 $ (611) $ 611
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Equity in loss (earnings) of consolidated subsidiaries 0 (611) 611 0
Depreciation and amortization 139 0 0 139
Amortization of deferred financing costs and debt issuance discount 19 0 0 19
(Income) loss from equity method investments 36 0 0 36
(Gain) loss on remeasurement of foreign denominated transactions 54 0 0 54
Net (gains) losses on derivatives 14 0 0 14
Share-based compensation expense 55 0 0 55
Deferred income taxes (120) 0 0 (120)
Other 23 0 0 23
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable (83) 0 0 (83)
Inventories and prepaids and other current assets (21) 0 0 (21)
Accounts and drafts payable (110) 0 0 (110)
Other accrued liabilities and gift card liability (12) 0 0 (12)
Tenant inducements paid to franchisees (7) 0 0 (7)
Other long-term assets and liabilities (5) 0 0 (5)
Net cash provided by (used for) operating activities 593 0 0 593
Cash flows from investing activities:
Payments for property and equipment (71) 0 0 (71)
Net proceeds from disposal of assets, restaurant closures, and refranchisings 9 0 0 9
Settlement/sale of derivatives, net 29 0 0 29
Net cash provided by (used for) investing activities (33) 0 0 (33)
Cash flows from financing activities:
Proceeds from revolving line of credit and long-term debt 1,585 0 0 1,585
Repayments of revolving line of credit, long-term debt and finance leases (1,071) 0 0 (1,071)
Payment of financing costs (10) 0 0 (10)
Distributions on Class A common and Partnership exchangeable units 0 (716) 0 (716)
Capital contribution from RBI 60 0 0 60
Distributions from subsidiaries (716) 716 0 0
(Payments) proceeds from derivatives (29) 0 0 (29)
Other financing activities, net (1) 0 0 (1)
Net cash provided by (used for) financing activities (182) 0 0 (182)
Effect of exchange rates on cash and cash equivalents (7) 0 0 (7)
Increase (decrease) in cash and cash equivalents 371 0 0 371
Cash and cash equivalents at beginning of period 1,533 0 0 1,533
Cash and cash equivalents at end of period $ 1,904 $ 0 $ 0 $ 1,904

~~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, 2019~~


		Consolidated Borrowers		RBILP		Eliminations		Consolidated			Consolidated Borrowers		RBILP		Eliminations		Consolidated
Cash flows from operating activities:	Cash flows from operating activities:									Cash flows from operating activities:
Net income	Net income	$	854	$	854	$	(854)	$	854	Net income	$	224	$	224	$	(224)	$	224
Adjustments to reconcile net income to net cash provided by (used for) operating activities:	Adjustments to reconcile net income to net cash provided by (used for) operating activities:									Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Equity in loss (earnings) of consolidated subsidiaries	Equity in loss (earnings) of consolidated subsidiaries	0		(854)		854		0		Equity in loss (earnings) of consolidated subsidiaries	0		(224)		224		0
Depreciation and amortization	Depreciation and amortization	139		0		0		139		Depreciation and amortization	45		0		0		45
Premiums paid and non-cash loss on extinguishment of debt		4		0		0		4

Amortization of deferred financing costs and debt issuance discount	Amortization of deferred financing costs and debt issuance discount	22		0		0		22		Amortization of deferred financing costs and debt issuance discount	6		0		0		6
(Income) loss from equity method investments	(Income) loss from equity method investments	(11)		0		0		(11)		(Income) loss from equity method investments	2		0		0		2
(Gain) loss on remeasurement of foreign denominated transactions	(Gain) loss on remeasurement of foreign denominated transactions	(38)		0		0		(38)		(Gain) loss on remeasurement of foreign denominated transactions	(8)		0		0		(8)
Net (gains) losses on derivatives	Net (gains) losses on derivatives	(43)		0		0		(43)		Net (gains) losses on derivatives	(6)		0		0		(6)
Share-based compensation expense	Share-based compensation expense	56		0		0		56		Share-based compensation expense	19		0		0		19
Deferred income taxes	Deferred income taxes	(16)		0		0		(16)		Deferred income taxes	(31)		0		0		(31)
Other	Other	1		0		0		1		Other	(4)		0		0		(4)
Changes in current assets and liabilities, excluding acquisitions and dispositions:	Changes in current assets and liabilities, excluding acquisitions and dispositions:									Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	Accounts and notes receivable	(7)		0		0		(7)		Accounts and notes receivable	94		0		0		94
Inventories and prepaids and other current assets	Inventories and prepaids and other current assets	(34)		0		0		(34)		Inventories and prepaids and other current assets	(13)		0		0		(13)
Accounts and drafts payable	Accounts and drafts payable	(15)		0		0		(15)		Accounts and drafts payable	(136)		0		0		(136)
Other accrued liabilities and gift card liability	Other accrued liabilities and gift card liability	(85)		0		0		(85)		Other accrued liabilities and gift card liability	(67)		0		0		(67)
Tenant inducements paid to franchisees	Tenant inducements paid to franchisees	(13)		0		0		(13)		Tenant inducements paid to franchisees	(3)		0		0		(3)
Other long-term assets and liabilities	Other long-term assets and liabilities	64		0		0		64		Other long-term assets and liabilities	14		0		0		14
Net cash provided by (used for) operating activities	Net cash provided by (used for) operating activities	878		0		0		878		Net cash provided by (used for) operating activities	136		0		0		136
Cash flows from investing activities:	Cash flows from investing activities:									Cash flows from investing activities:
Payments for property and equipment	Payments for property and equipment	(32)		0		0		(32)		Payments for property and equipment	(19)		0		0		(19)
Net proceeds from disposal of assets, restaurant closures, and refranchisings	Net proceeds from disposal of assets, restaurant closures, and refranchisings	22		0		0		22		Net proceeds from disposal of assets, restaurant closures, and refranchisings	4		0		0		4

Settlement/sale of derivatives, net	Settlement/sale of derivatives, net	17		0		0		17		Settlement/sale of derivatives, net	12		0		0		12

Net cash provided by (used for) investing activities	Net cash provided by (used for) investing activities	7		0		0		7		Net cash provided by (used for) investing activities	(3)		0		0		(3)
Cash flows from financing activities:	Cash flows from financing activities:									Cash flows from financing activities:
Proceeds from revolving line of credit and long-term debt	Proceeds from revolving line of credit and long-term debt	750		0		0		750		Proceeds from revolving line of credit and long-term debt	1,085		0		0		1,085
Repayments of long-term debt and finance leases		(290)		0		0		(290)
Payment of financing costs		(13)		0		0		(13)
Repayments of revolving line of credit, long-term debt and finance leases										Repayments of revolving line of credit, long-term debt and finance leases	(25)		0		0		(25)

Distributions on Class A common and Partnership exchangeable units	Distributions on Class A common and Partnership exchangeable units	0		(669)		0		(669)		Distributions on Class A common and Partnership exchangeable units	0		(232)		0		(232)

Capital contribution from RBI	Capital contribution from RBI	99		0		0		99		Capital contribution from RBI	30		0		0		30
Distributions from subsidiaries	Distributions from subsidiaries	(669)		669		0		0		Distributions from subsidiaries	(232)		232		0		0
(Payments) proceeds from derivatives	(Payments) proceeds from derivatives	17		0		0		17		(Payments) proceeds from derivatives	(2)		0		0		(2)

Net cash (used for) provided by financing activities		(106)		0		0		(106)
Other financing activities, net										Other financing activities, net	(1)		0		0		(1)
Net cash provided by (used for) financing activities										Net cash provided by (used for) financing activities	855		0		0		855
Effect of exchange rates on cash and cash equivalents	Effect of exchange rates on cash and cash equivalents	7		0		0		7		Effect of exchange rates on cash and cash equivalents	(23)		0		0		(23)
Increase (decrease) in cash and cash equivalents	Increase (decrease) in cash and cash equivalents	786		0		0		786		Increase (decrease) in cash and cash equivalents	965		0		0		965
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	913		0		0		913		Cash and cash equivalents at beginning of period	1,533		0		0		1,533
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	1,699	$	0	$	0	$	1,699	Cash and cash equivalents at end of period	$	2,498	$	0	$	0	$	2,498

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Note 18. Subsequent Events

~~Exchange of Partnership Exchangeable Units~~

In September 2020 Partnership received an exchange notice for 6,757,692 Partnership exchange units (the “Exchangeable Units”). In accordance with the terms of the partnership agreement, Partnership chose to satisfy the exchange by repurchasing all of these Exchangeable Units on October 2, 2020 for approximately $380 million with available cash on hand. The repurchase will be accounted for as 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. Pursuant to the terms of the partnership agreement, upon the exchange of Partnership exchangeable units, each such Partnership exchangeable unit is automatically deemed cancelled.

Cash Distributions/Dividends

On ~~October 2, 2020,~~April 6, 2021, RBI paid a cash dividend of ~~$0.52~~$0.53 per RBI common share to common shareholders of record on ~~September 18, 2020.~~March 23, 2021. 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 ~~$0.52~~$0.53 per exchangeable unit to holders of record on ~~September 18, 2020.~~March 23, 2021.

Subsequent to ~~September 30, 2020,~~March 31, 2021, the RBI board of directors declared a cash dividend of ~~$0.52~~$0.53 per RBI common share, which will be paid on ~~January 5,~~July 7, 2021 to RBI common shareholders of record on ~~December 21, 2020.~~June 23, 2021. 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 ~~$0.52~~$0.53 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.

~~Issuance of Senior Notes and Redemption of Senior Notes~~

~~As discussed in Note 10,~~ ~~Long-Term Debt~~, on October 5, 2020, the Borrowers entered into the 2020 4.00% Senior Notes Indenture in connection with the issuance of the October 2020 4.00% Senior Notes. The proceeds from the offering of the October 2020 4.00% Senior Notes were used to redeem $1,350 million of the outstanding aggregate principal amount of our existing $2,800 million 2017 5.00% Senior Notes (due October 15, 2025) on October 16, 2020 and pay related redemption premiums, fees and expenses.

~~Also as discussed in Note 10,~~ ~~Long-Term Debt~~, on October 14, 2020, the Borrowers entered into a purchase agreement relating to the sale of the November 2020 4.00% Senior Notes, which will be issued as additional notes under the 2020 4.00% Senior Notes Indenture. The closing of the offering of the November 2020 4.00% Senior Notes is expected to occur on or about November 2, 2020, subject to customary closing conditions. The net proceeds from the offering of the November 2020 4.00% Senior Notes will be used to redeem the remaining $1,450 million principal amount outstanding of the 2017 5.00% Senior Notes and pay related redemption premiums, fees and expenses.

~~As additionally discussed in Note 10,~~ ~~Long-Term Debt,~~ onOctober 20, 2020, the Borrowers entered into a purchase agreement relating to the sale of the 2020 3.50% Senior Notes. The closing of the offering of the 2020 3.50% Senior Notes is expected to occur on or about November 9, 2020, subject to customary closing conditions. The net proceeds from the offering of the 2020 3.50% Senior Notes will be used to redeem $725 million of our 4.25% first lien notes due 2024 and pay related redemption premiums, fees and expenses.

During the three months ending December 31, 2020, we will record a loss on early extinguishment of debt that will include the redemption premiums paid as well as the write-off of unamortized debt issuance costs in connection with the redemption of the notes discussed above.

~~Litigation~~

~~Table of Contents~~

compensatory damages, rescission, pre-judgement and post-judgement interest, costs and expenses. The Company is currently evaluating the lawsuit, but believes that the claims are without merit and intends to vigorously defend. While we believe these claims are without merit, we are unable to predict the ultimate outcome of this case or estimate the range of possible loss, if any.

*****

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion together with our unaudited condensed consolidated financial statements and the related notes thereto included in Part I, Item 1 “Financial Statements” of this report.

The following discussion includes information regarding future financial performance and plans, targets, aspirations, expectations, and objectives of management, which constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of Canadian securities laws as described in further detail under “Special Note Regarding Forward-Looking Statements” set forth below. Actual results may differ materially from the results discussed in the forward-looking statements. Please refer to the risks and further discussion in the “Special Note Regarding Forward-Looking Statements” below.

We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP” or “GAAP”). However, this Management’s Discussion and Analysis of Financial Condition and Results of Operations also contains certain non-GAAP financial measures to assist readers in understanding our performance. Non-GAAP financial measures either exclude or include amounts that are not reflected in the most directly comparable measure calculated and presented in accordance with GAAP. Where non-GAAP financial measures are used, we have provided the most directly comparable measures calculated and presented in accordance with U.S. GAAP, a reconciliation to GAAP measures and a discussion of the reasons why management believes this information is useful to it and may be useful to investors.

Operating results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for the fiscal year and our key business measures, as discussed below, may decrease for any future period. Unless the context otherwise requires, all references in this section to “Partnership”, “we”, “us” or “our” are to Restaurant Brands International Limited Partnership and its subsidiaries, collectively.

Overview

We are one of the world’s largest quick service restaurant (“QSR”) companies with approximately $31 billion in annual system-wide sales and ~~approximately~~over 27,000 restaurants in more than 100 countries ~~and U.S. territories~~ as of ~~September 30, 2020.~~March 31, 2021. Our Tim Hortons®, Burger King®, and Popeyes® brands have similar franchised business models with complementary daypart mixes and product platforms. Our three 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 quick service restaurants featuring a unique “Louisiana” style menu that includes fried chicken, chicken tenders, fried shrimp, and other seafood, red beans and rice, and other regional items.

We have three operating and reportable segments: (1) Tim Hortons (“TH”); (2) Burger King (“BK”); and (3) Popeyes Louisiana Kitchen (“PLK”). Our business generates revenue from the following sources: (i) franchise and advertising revenues, consisting primarily of royalties and advertising fund contributions based on a percentage of sales reported by franchise restaurants and franchise fees paid by franchisees; (ii) property revenues from properties we lease or sublease to franchisees; and (iii) sales at restaurants owned by us (“Company restaurants”). In addition, our TH business generates revenue from sales to franchisees related to our supply chain operations, including manufacturing, procurement, warehousing, and distribution, as well as sales to retailers.

COVID-19

The global crisis resulting from the spread of coronavirus (“~~COVID-19~~”(“COVID-19”) ~~has~~ had a substantial impact on our global restaurant operations for the three ~~and nine~~ months ended ~~September 30, 2020, which is expected to continue with~~March 31, 2021 and 2020. While the ~~timing~~impact of ~~recovery uncertain. System-wide~~COVID-19 on system-wide sales growth, system-wide sales, ~~and~~ comparable sales ~~were also negatively impacted~~and net restaurant growth was severe for the ~~three~~last few weeks of the quarter ended March 31, 2020, in the 2021 period these metrics were affected to a lesser extent for the entire period, with variations among brands and ~~nine~~regions. During 2020 and the three months ended ~~September 30, 2020 as a result of the impact of COVID-19. During the first nine months of 2020,~~March 31, 2021, substantially all TH, BK and PLK restaurants remained open in North America, some with limited operations, such as ~~Drive-thru, Takeout~~drive-thru, takeout and ~~Delivery~~delivery (where applicable) ~~and that currently remains the case. While certain markets have opened for~~, reduced if any dine-in ~~guests, the~~ capacity, ~~may be limited, and local conditions may lead to closures~~ and/or ~~increased limitations. Some international markets temporarily closed most or all restaurants and the restaurants that remained open or have reopened may have limited operations.~~restrictions on hours of operation. As of the end of ~~September, 96%~~March 2021, 95% of our restaurants were open worldwide, including substantially all of our restaurants in North America and Asia Pacific and approximately 92% and 84% of our restaurants in Europe, Middle East and Africa and Latin America, respectively. By contrast, at March 31, 2020 the restaurants open were approximately ~~92% of our restaurants~~94% in North America, 83% in Asia Pacific, 40% in Europe, Middle East and Africa and 47% in Latin America. Certain jurisdictions, such as Canada, Europe, and Brazil, that had eased

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~~Our operating results substantially depend upon our franchisees’ sales volumes, restaurant profitability,~~restrictions during 2020, re-imposed lockdowns and ~~financial stability. The financial impact~~curfews in the quarter ended March 31, 2021. In comparison, during the quarter ended March 31, 2020, a number of ~~COVID-19 has had, and is expected~~other markets required temporary complete closures while implementing lock-down orders. We expect local conditions to continue to ~~have, an adverse effect~~dictate limitations on ~~many~~restaurant operations, capacity, and hours of operation.

With the pandemic affecting consumer behavior, the importance of digital sales, including delivery, has grown. We expect to continue to support enhancements of our ~~franchisees’ liquidity~~digital and we have worked closely with our franchisees around the world to monitor and assist them with access to appropriate sources of liquidity in order to sustain their businesses throughout this crisis. During the nine months ended September 30, 2020, we offered rent relief programs to eligible TH franchisees in Canada and eligible BK franchisees in the U.S. and Canada who lease property from us, a portion of which concluded during the third quarter. While in effect, these programs provide working capital support to franchisees and result in a reduction in our property revenues. See Note 4 to the accompanying unaudited condensed consolidated financial statements.

We also provided cash flow support by extending loans to eligible BK franchisees in the U.S. during the second and third quarters of 2020, and by advancing certain cash payments to eligible TH franchisees in Canada during the second quarter of 2020. Additionally, we temporarily deferred franchisee capital investment commitments for restaurant renovations and new restaurant development globally, based on the individual circumstances of relevant markets and restaurant owners.

During the nine months ended September 30, 2020, we recorded higher bad debt expense than the nine months ended September 30, 2019. While these receivables remain contractually due and payable to us, the certainty of the amount and timing of payments has been impacted by the COVID-19 pandemic. Therefore, our bad debt expense during the nine months ended September 30, 2020 reflects an adjustment to our historical collections experience to incorporate an estimate of the impact of current economic conditions resulting from the COVID-19 pandemic. Actual collections may be materially higher or lower than this estimate reflects since it is reasonably possible the duration and future impact of the COVID-19 pandemic on our business or our franchisees may differ from our assumptions.

marketing capabilities. While we do not know the full future impact COVID-19 will have on our business, ~~or when our business will fully return to normal operations,~~ we expect to see a continued impact from COVID-19 on our results in ~~the fourth quarter.~~2021.

Operating Metrics

We evaluate our restaurants and assess our business based on the following operating metrics:

•System-wide sales growth refers to the percentage change in sales at all franchise restaurants and Company restaurants (referred to as system-wide sales) in one period from the same period in the prior year.

•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 13 months or longer for TH and BK and 17 months or longer for PLK. Additionally, if a restaurant is closed for a significant portion of a month, the restaurant is excluded from the monthly comparable sales calculation.

•System-wide sales growth and comparable sales are measured on a constant currency basis, which means the results exclude the effect of foreign currency translation (“FX Impact”). For system-wide sales growth and comparable sales, we calculate the FX Impact by translating prior year results at current year monthly average exchange rates.

•Unless otherwise stated, system-wide sales growth, system-wide sales and comparable sales are presented on a system-wide basis, which means they include franchise restaurants and Company restaurants. System-wide results are driven by our franchise restaurants, as approximately 100% of system-wide restaurants are franchised. Franchise sales represent sales at all franchise restaurants and are revenues to our franchisees. We do not record franchise sales as revenues; however, our royalty revenues and advertising fund contributions are calculated based on a percentage of franchise sales.

•Net restaurant growth refers to the net increase in restaurant count (openings, net of permanent closures) over a trailing twelve month period, divided by the restaurant count at the beginning of the trailing twelve month period.

These metrics are important indicators of the overall direction of our business, including trends in sales and the effectiveness of each brand’s marketing, operations and growth initiatives.

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~~Recent Events and Factors Affecting Comparability~~

~~Tax Restructuring and Reform~~

In December 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”) that significantly revised the U.S. tax code generally effective January 1, 2018 by, among other changes, lowering the federal corporate income tax rate from 35% to 21%, limiting deductibility of interest expense and performance based incentive compensation and implementing a modified territorial tax system. As a Canadian entity, we generally would be classified as a foreign entity (and, therefore, a non-U.S. tax resident) under general rules of U.S. federal income taxation. However, we have subsidiaries subject to U.S. federal income taxation and therefore the Tax Act impacted our consolidated results of operations in 2019 and the current period, and is expected to continue to impact our consolidated results of operations in future periods.

We recorded $3 million and $5 million of costs during the three months ended September 30, 2020 and 2019, respectively, and $11 million and $22 million of costs during the nine months ended September 30, 2020 and 2019, respectively, which are classified as selling, general and administrative expenses in our condensed consolidated statements of operations, arising primarily from professional advisory and consulting services associated with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movement within our structure, including consulting services related to the interpretation of final and proposed regulations and guidance issued by the U.S. Treasury, the IRS and state tax authorities in their ongoing efforts to interpret and implement the Tax Act and related state and local tax implications (“Corporate restructuring and tax advisory fees”).

During the nine months ended September 30, 2020, various guidance was issued by the U.S. Treasury relating to the Tax Act. After review of such guidance, we recorded a deferred tax asset of approximately $64 million during the nine months ended September 30, 2020 related to certain tax attribute carryforwards, which we now expect to be able to deduct in future years under recently issued regulations implementing the Tax Act.

~~Office Centralization and Relocation Costs~~

In connection with the centralization and relocation of our Canadian and U.S. restaurant support centers to new offices in Toronto, Ontario, and Miami, Florida, respectively, we incurred certain non-operational expenses (“Office centralization and relocation costs”) totaling $6 million during the nine months ended September 30, 2019 consisting primarily of moving costs and relocation-driven compensation expenses, which are classified as selling, general and administrative expenses in our condensed consolidated statements of operations. We did not incur any Office centralization and relocation costs during the three months ended September 30, 2019 and during 2020 and do not expect to incur any additional Office centralization and relocation costs during 2020.

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Results of Operations for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~

Tabular amounts in millions of U.S. dollars unless noted otherwise. Segment income may not calculate exactly due to rounding.


Consolidated	Consolidated	Three Months Ended September 30,				Variance		FX Impact (a)		Variance Excluding FX Impact		Nine Months Ended September 30,				Variance		FX Impact (a)		Variance Excluding FX Impact		Consolidated		Three Months Ended March 31,			Variance		FX Impact (a)		Variance Excluding FX Impact
		2020		2019		Favorable / (Unfavorable)						2020		2019		Favorable / (Unfavorable)							2021	2020	Favorable / (Unfavorable)
Revenues:	Revenues:																					Revenues:
Sales	Sales	$	541	$	624	$	(83)	$	(4)	$	(79)	$	1,450	$	1,735	$	(285)	$	(26)	$	(259)	Sales			$	507	$	503	$	4	$	24	$	(20)
Franchise and property revenues	Franchise and property revenues	796		834		(38)		(6)		(32)		2,160		2,389		(229)		(33)		(196)		Franchise and property revenues			548		525		23		15		8
Advertising revenues																						Advertising revenues			205		197		8		3		5
Total revenues	Total revenues	1,337		1,458		(121)		(10)		(111)		3,610		4,124		(514)		(59)		(455)		Total revenues			1,260		1,225		35		42		(7)
Operating costs and expenses:	Operating costs and expenses:																					Operating costs and expenses:
Cost of sales	Cost of sales	418		475		57		3		54		1,156		1,334		178		20		158		Cost of sales			401		399		(2)		(19)		17
Franchise and property expenses	Franchise and property expenses	128		133		5		—		5		388		401		13		4		9		Franchise and property expenses			116		123		7		(5)		12
Selling, general and administrative expenses		302		320		18		—		18		922		948		26		5		21
Advertising expenses																						Advertising expenses			236		226		(10)		(4)		(6)
General and administrative expenses																						General and administrative expenses			105		102		(3)		(3)		—
(Income) loss from equity method investments	(Income) loss from equity method investments	18		(11)		(29)		1		(30)		36		(11)		(47)		—		(47)		(Income) loss from equity method investments			2		2		—		—		—
Other operating expenses (income), net	Other operating expenses (income), net	54		(30)		(84)		1		(85)		59		(44)		(103)		—		(103)		Other operating expenses (income), net			(42)		(16)		26		1		25
Total operating costs and expenses	Total operating costs and expenses	920		887		(33)		5		(38)		2,561		2,628		67		29		38		Total operating costs and expenses			818		836		18		(30)		48
Income from operations	Income from operations	417		571		(154)		(5)		(149)		1,049		1,496		(447)		(30)		(417)		Income from operations			442		389		53		12		41
Interest expense, net	Interest expense, net	129		137		8		—		8		376		406		30		—		30		Interest expense, net			124		119		(5)		—		(5)
Loss on early extinguishment of debt		—		4		4		—		4		—		4		4		—		4

Income before income taxes	Income before income taxes	288		430		(142)		(5)		(137)		673		1,086		(413)		(30)		(383)		Income before income taxes			318		270		48		12		36
Income tax expense	Income tax expense	65		79		14		—		14		62		232		170		1		169		Income tax expense			47		46		(1)		(1)		—
Net income	Net income	$	223	$	351	$	(128)	$	(5)	$	(123)	$	611	$	854	$	(243)	$	(29)	$	(214)	Net income			$	271	$	224	$	47	$	11	$	36

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

TH Segment Three Months Ended September 30, Variance FX Impact (a) Variance Excluding FX Impact Nine Months Ended September 30, Variance FX Impact (a) Variance Excluding FX Impact
2020 2019 Favorable / (Unfavorable) 2020 2019 Favorable / (Unfavorable)
Revenues:
Sales $ 506 $ 584 $ (78) $ (4) $ (74) $ 1,345 $ 1,618 $ (273) $ (26) $ (247)
Franchise and property revenues 256 297 (41) (3) (38) 683 854 (171) (14) (157)
Total revenues 762 881 (119) (7) (112) 2,028 2,472 (444) (40) (404)
Cost of sales 388 441 53 3 50 1,061 1,233 172 20 152
Franchise and property expenses 83 91 8 — 8 250 268 18 4 14
Segment SG&A 63 77 14 — 14 211 236 25 3 22
Segment depreciation and amortization (b) 28 28 — — — 82 80 (2) 1 (3)
Segment income (c) 258 301 (43) (2) (41) 594 825 (231) (13) (218)

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TH Segment		Three Months Ended March 31,			Variance		FX Impact (a)		Variance Excluding FX Impact
	2021	2020	Favorable / (Unfavorable)
Revenues:
Sales			$	473	$	465	$	8	$	24	$	(16)
Franchise and property revenues			190		188		2		10		(8)
Advertising revenues			47		46		1		2		(1)
Total revenues			710		699		11		36		(25)
Cost of sales			370		366		(4)		(19)		15
Franchise and property expenses			81		81		—		(4)		4
Advertising expenses			62		65		3		(4)		7
Segment G&A			24		25		1		(1)		2
Segment depreciation and amortization (b)			31		26		(5)		(1)		(4)
Segment income (c)			207		189		18		9		9

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

(c)TH segment income includes $2$3 million and $3$2 million of cash distributions received from equity method investments for the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively. ~~TH segment income includes $6 million and $11 million of~~


BK Segment		Three Months Ended March 31,			Variance		FX Impact (a)		Variance Excluding FX Impact
	2021	2020	Favorable / (Unfavorable)
Revenues:
Sales			$	16	$	17	$	(1)	$	—	$	(1)
Franchise and property revenues			289		273		16		5		11
Advertising revenues			102		98		4		1		3
Total revenues			407		388		19		6		13
Cost of sales			16		17		1		—		1
Franchise and property expenses			33		39		6		(1)		7
Advertising expenses			117		108		(9)		—		(9)
Segment G&A			36		37		1		(1)		2
Segment depreciation and amortization (b)			12		12		—		—		—
Segment income (d)			217		200		17		4		13

(d)No significant cash distributions were received from equity method investments ~~for~~during the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 and ~~2019, respectively.~~2020.


PLK Segment		Three Months Ended March 31,			Variance		FX Impact (a)		Variance Excluding FX Impact
	2021	2020	Favorable / (Unfavorable)
Revenues:
Sales			$	18	$	21	$	(3)	$	—	$	(3)
Franchise and property revenues			69		64		5		—		5
Advertising revenues			56		53		3		—		3
Total revenues			143		138		5		—		5
Cost of sales			15		16		1		—		1
Franchise and property expenses			2		3		1		—		1
Advertising expenses			57		53		(4)		—		(4)
Segment G&A			14		13		(1)		—		(1)
Segment depreciation and amortization (b)			2		2		—		—		—
Segment income			56		55		1		—		1

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BK Segment Three Months Ended September 30, Variance FX Impact (a) Variance Excluding FX Impact Nine Months Ended September 30, Variance FX Impact (a) Variance Excluding FX Impact
2020 2019 Favorable / (Unfavorable) 2020 2019 Favorable / (Unfavorable)
Revenues:
Sales $ 17 $ 19 $ (2) $ — $ (2) $ 49 $ 57 $ (8) $ — $ (8)
Franchise and property revenues 416 438 (22) (2) (20) 1,119 1,258 (139) (18) (121)
Total revenues 433 457 (24) (2) (22) 1,168 1,315 (147) (18) (129)
Cost of sales 16 18 2 — 2 49 53 4 — 4
Franchise and property expenses 42 39 (3) — (3) 129 124 (5) — (5)
Segment SG&A 142 159 17 — 17 422 449 27 1 26
Segment depreciation and amortization (b) 13 12 (1) — (1) 37 37 — — —
Segment income (d) 245 254 (9) (2) (7) 605 728 (123) (17) (106)


	Three Months Ended March 31,
Key Business Metrics		2021			2020
System-wide sales growth
TH		(4.9)		%	(9.9)		%
BK		1.8		%	(3.0)		%
PLK		7.0		%	32.3		%
Consolidated		1.4		%	0.0		%
System-wide sales
TH		$	1,379		$	1,382
BK		$	5,173		$	4,999
PLK		$	1,344		$	1,258
Consolidated		$	7,896		$	7,639
Comparable sales
TH		(2.3)		%	(10.3)		%
BK		0.7		%	(3.7)		%
PLK		1.5		%	26.2		%

		As of March 31,
		2021			2020
Net restaurant growth
TH		1.3		%	1.2		%
BK		(0.8)		%	5.8		%
PLK		4.8		%	6.9		%
Consolidated		0.2		%	5.0		%
Restaurant count
TH		4,987			4,925
BK		18,691			18,848
PLK		3,495			3,336
Consolidated		27,173			27,109

~~(d)No cash distributions~~Comparable Sales

TH comparable sales were ~~received from equity method investments for~~(2.3)% during the three months ended ~~September 30, 2020 and 2019 and no significant amounts~~March 31, 2021, including Canada comparable sales of ~~cash distributions~~(3.3)%.

BK comparable sales were ~~received~~0.7% during the ~~nine~~three months ended ~~September 30, 2020. BK segment income includes $2 million~~March 31, 2021, including U.S. comparable sales of ~~cash distributions received from equity method investments for~~6.6%.

PLK comparable sales were 1.5% during the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2021, including U.S. comparable sales of 0.9%.

PLK Segment Three Months Ended September 30, Variance FX Impact (a) Variance Excluding FX Impact Nine Months Ended September 30, Variance FX Impact (a) Variance Excluding FX Impact
2020 2019 Favorable / (Unfavorable) 2020 2019 Favorable / (Unfavorable)
Revenues:
Sales $ 18 $ 21 $ (3) $ — $ (3) $ 56 $ 60 $ (4) $ — $ (4)
Franchise and property revenues 124 99 25 (1) 26 358 277 81 (1) 82
Total revenues 142 120 22 (1) 23 414 337 77 (1) 78
Cost of sales 14 16 2 — 2 46 48 2 — 2
Franchise and property expenses 3 3 — — — 9 9 — — —
Segment SG&A 70 56 (14) — (14) 201 159 (42) — (42)
Segment depreciation and amortization (b) 2 2 — — — 6 8 2 — 2
Segment income 58 47 11 (1) 12 164 129 35 (1) 36

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Three Months Ended
September 30, Nine Months Ended
September 30,
Key Business Metrics 2020 2019 2020 2019
System-wide sales growth
    TH (13.7) % (0.1) % (19.1) % 0.6 %
    BK (7.9) % 10.7 % (12.1) % 9.6 %
    PLK 21.5 % 15.6 % 25.7 % 10.5 %
    Consolidated (5.4) % 8.9 % (8.9) % 7.8 %
System-wide sales
    TH $ 1,520 $ 1,774 $ 4,010 $ 5,037
    BK $ 5,484 $ 6,010 $ 14,610 $ 17,016
    PLK $ 1,331 $ 1,103 $ 3,836 $ 3,070
    Consolidated $ 8,335 $ 8,887 $ 22,456 $ 25,123
Comparable sales
    TH (12.5) % (1.4) % (17.2) % (0.5) %
    BK (7.0) % 4.8 % (7.9) % 3.6 %
    PLK 17.4 % 9.7 % 22.5 % 4.5 %
As of September 30,
2020 2019
Net restaurant growth
    TH 1.0 % 1.7 %
    BK 2.4 % 5.8 %
    PLK 7.1 % 5.6 %
    Consolidated 2.7 % 5.0 %
Restaurant count
    TH 4,934 4,887
    BK 18,675 18,232
    PLK 3,418 3,192
    Consolidated 27,027 26,311

~~Comparable Sales~~

TH comparable sales were (12.5)% during the three months ended September 30, 2020, including Canada comparable sales of (13.7)%. TH comparable sales were (17.2)% during the nine months ended September 30, 2020, including Canada comparable sales of (18.0)%.

BK comparable sales were (7.0)% during the three months ended September 30, 2020, including U.S. comparable sales of (3.2)%. BK comparable sales were (7.9)% during the nine months ended September 30, 2020, including U.S. comparable sales of (6.5)%.

PLK comparable sales were 17.4% during the three months ended September 30, 2020, including U.S. comparable sales of 19.7%. PLK comparable sales were 22.5% during the nine months ended September 30, 2020, including U.S. comparable sales of 25.6%.

Sales and Cost of Sales

Sales include TH supply chain sales and sales from Company restaurants. TH supply chain sales represent sales of products, supplies and restaurant equipment, as well as sales to retailers. Sales from Company restaurants, including sales by our consolidated TH Restaurant VIEs, represent restaurant-level sales to our guests.

Cost of sales includes costs associated with the management of our TH supply chain, including cost of goods, direct labor and depreciation, as well as the cost of products sold to retailers. Cost of sales also includes food, paper and labor costs of Company restaurants.

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During the three months ended ~~September 30, 2020,~~March 31, 2021, the ~~decrease~~increase in sales was driven primarily by a favorable FX Impact of $24 million, partially offset by a decrease of ~~$74~~$16 million in our TH ~~segment, a decrease of $2 million in our BK~~ segment, a decrease of $3 million in our PLK segment, and ~~an unfavorable FX Impact~~a decrease of ~~$4 million.~~$1 million in our BK segment. The decrease in our TH segment was driven by a decrease in supply chain sales due to ~~the~~a decrease in system-wide sales ~~net of~~excluding FX Impact, partially offset by an increase in sales to retailers.

During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, the ~~decrease~~increase in cost of sales was driven primarily by an unfavorable FX Impact of $19 million, partially offset by a decrease of ~~$247~~$15 million in our TH segment, a decrease of $8$1 million in our BK segment, and a decrease of $4$1 million in our PLK segment, and an unfavorable FX Impact of $26 million. The decrease in our TH segment was driven by a $255 million decrease in supply chain sales due to the decrease in system-wide sales, net of an increase in sales to retailers. The decrease in supply chain sales was partially offset by an increase of $8 million in Company restaurant revenue due to an increase in the number of Company restaurants.

While we cannot currently estimate the duration or future negative impact of the COVID-19 pandemic on our system-wide sales and sales revenue, we expect the negative effects to continue into the fourth quarter of 2020.

During the three months ended September 30, 2020, the decrease in cost of sales was driven primarily by a decrease of $50 million in our TH segment, a decrease of $2 million in our BK segment, a decrease of $2 million in our PLK segment and a $3 million favorable FX Impact.segment. The decrease in our TH segment was driven by a decrease in supply chain cost of sales due to ~~the~~a decrease in system-wide sales ~~net~~excluding FX Impact and the non-recurrence of a $3 million charge in the prior year to write-off paper cup inventory for the 2020 Roll Up the Rim promotion due to COVID-19, partially offset by an increase in sales to retailers.

During the nine months ended September 30, 2020, the decrease in cost of sales was driven primarily by a decrease of $152 million in our TH segment, a decrease of $4 million in our BK segment, a decrease of $2 million in our PLK segment and a $20 million favorable FX Impact. The decrease in our TH segment was driven primarily by a decrease of $161 million in supply chain cost of sales due to the decrease in system-wide sales, net of an increase in sales to retailers, and an increase in bad debt expense. The decrease in supply chain cost of sales was partially offset by a $9 million increase in Company restaurant cost of sales due to an increase in the number of Company restaurants.

Franchise and Property

Franchise and property revenues consist primarily of royalties earned on franchise sales, ~~(including advertising fund revenues),~~ rents from real estate leased or subleased to franchisees, franchise fees, and other revenue. Franchise and property expenses consist 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).

During the three months ended ~~September 30, 2020,~~March 31, 2021, the ~~decrease~~increase in franchise and property revenues was driven by a ~~decrease~~favorable FX Impact of ~~$38~~$15 million, ~~in our TH segment, a decrease~~an increase of ~~$20~~$11 million in our BK segment, and ~~a $6 million unfavorable FX Impact, partially offset by~~ an increase of ~~$26~~$5 million in our PLK ~~segment. The~~segment, partially offset by a decrease of $8 million in our TH segment was primarily driven by decreases in royalties and rent from decreases in system-wide sales and rent relief provided to eligible franchisees during the current period. The decrease in our BK segment was primarily driven by a decrease in royalties as a result of a decrease in system-wide sales.segment. The increase in our BK and PLK ~~segment~~segments was primarily driven by an increase in royalties as a result of an increase in system-wide sales.

During the nine months ended September 30, 2020, the decrease in franchise and property revenues was driven by a decrease of $157 million in our TH segment, a decrease of $121 million in our BK segment, and a $33 million unfavorable FX Impact, partially offset by an increase of $82 million in our PLK segment. The decrease in our TH segment was primarily driven by decreases in royalties and rent ~~from decreases~~due to a decrease in system-wide sales excluding FX Impact and an increase in rent relief provided to eligible ~~franchisees during~~franchisees.

During the three months ended March 31, 2021, the decrease in franchise and property expenses was driven by a decrease of $7 million in our BK segment, a decrease of $4 million in our TH segment, and a decrease of $1 million in our PLK segment, partially offset by an unfavorable FX Impact of $5 million. The decrease in our BK and TH segments was primarily related to bad debt recoveries in the current ~~period.~~year compared to bad debt expense in the prior year.

Advertising

Advertising revenues consist primarily of advertising contributions earned on franchise sales. Advertising expenses consist primarily of expenses relating to marketing, advertising and promotion, including market research, production, advertising costs, sales promotions, social media campaigns, technology initiatives, depreciation and amortization and other related support functions for the respective brands.

During the three months ended March 31, 2021, the increase in advertising revenues was driven by a favorable FX Impact of $3 million, an increase of $3 million in our BK segment, and an increase of $3 million in our PLK segment, partially offset by a decrease of $1 million in our TH segment. The increase in our BK and PLK segments was primarily driven by an increase in system-wide sales. The decrease in our TH segment was primarily driven by a decrease in system-wide sales excluding FX Impact.

During the three months ended March 31, 2021, the increase in advertising expenses was driven by an increase of $9 million in our BK segment, an increase of $4 million in our PLK segment, and an unfavorable FX Impact of $4 million, partially offset by a decrease of $7 million in our TH segment. The increase in our BK segment was primarily driven by ~~a decrease~~the timing of advertising expenses and an increase in ~~royalties as a result of a decrease in system-wide sales.~~advertising revenues. The increase in our PLK segment was primarily driven by an increase in ~~royalties as a result of an increase in system-wide sales.~~

We cannot currently estimate the duration or future negative impact of the COVID-19 pandemic on our system-wide sales and, along with rent concessions remaining in place to eligible franchisees as a result of COVID-19, the impact on our franchise and propertyadvertising revenues. ~~We expect these negative effects to continue into the fourth quarter of 2020.~~

~~During the three months ended September 30, 2020, the~~The decrease ~~in franchise and property expenses was driven by a decrease of $8 million~~ in our TH segment ~~partially offset by an increase of $3 million in our BK segment.~~

~~During the nine months ended September 30, 2020, the decrease in franchise and property expenses~~ was primarily driven by ~~a decrease~~the timing of ~~$14 million in our TH segment and a $4 million favorable FX Impact, partially offset by an increase of $5 million~~advertising expenses.

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~~in our BK segment. Overall, the decrease was driven by a decrease in property expenses partially offset by an increase in bad debt expense.~~

~~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						Three Months Ended March 31,		Variance
							$			%								$			%						$			%
				2020			2019			Favorable / (Unfavorable)					2020			2019			Favorable / (Unfavorable)					2021			2020			Favorable / (Unfavorable)
Segment SG&A:
Segment G&A:																								Segment G&A:
TH	TH	$	63		$	77		$	14		18.2	%	$	211		$	236		$	25		10.6	%	TH			$	24		$	25		$	1	4.0	%
BK	BK	142			159			17			10.7	%	422			449			27			6.0	%	BK			36			37			1		2.7	%
PLK	PLK	70			56			(14)			(25.0)	%	201			159			(42)			(26.4)	%	PLK			14			13			(1)		(7.7)	%
Share-based compensation and non-cash incentive compensation expense	Share-based compensation and non-cash incentive compensation expense	19			18			(1)			(5.6)	%	63			62			(1)			(1.6)	%	Share-based compensation and non-cash incentive compensation expense			26			21			(5)		(23.8)	%
Depreciation and amortization	Depreciation and amortization	5			5			—			—	%	14			14			—			—	%	Depreciation and amortization			4			5			1		20.0	%
Corporate restructuring and tax advisory fees																								Corporate restructuring and tax advisory fees			1			1			—		—	%

Corporate restructuring and tax advisory fees		3			5			2			40.0	%	11			22			11			50.0	%
Office centralization and relocation costs		—			—			—			—	%	—			6			6			100.0	%
Selling, general and administrative expenses		$	302		$	320		$	18		5.6	%	$	922		$	948		$	26		2.7	%
General and administrative expenses																								General and administrative expenses			$	105		$	102		$	(3)	(2.9)	%

Segment ~~selling,~~ general and administrative expenses (“Segment SGG&A”) ~~include segment selling expenses, which consist primarily of advertising fund expenses, and segment general and administrative expenses, which~~ are comprised primarily of salary and employee-related costs for non-restaurant employees, professional fees, information technology systems, and general overhead for our corporate offices. Segment SGG&A excludes share-based compensation and non-cash incentive compensation expense, depreciation and amortization, and Corporate restructuring and tax advisory fees.

Corporate restructuring and tax advisory fees arise primarily from professional advisory and ~~Office centralization~~consulting services associated with certain transformational corporate restructuring initiatives that rationalize our structure and ~~relocation costs.~~

~~During~~optimize cash movement within our structure, including consulting services related to the ~~three~~interpretation of final and ~~nine months ended September 30, 2020,~~proposed regulations and guidance issued by the ~~decrease~~U.S. Treasury, the IRS and state tax authorities in ~~Segment SG&A in our TH~~their ongoing efforts to interpret and ~~BK segments was primarily due~~implement comprehensive tax legislation, commonly referred to ~~a decrease in advertising fund expenses. During~~as the ~~three~~Tax Cuts and nine months ended September 30, 2020, the increase in Segment SG&A in our PLK segment was primarily due to an increase in advertising fund expenses resulting from an increase in advertising fund revenue.

~~During the three~~Jobs Act (the “Tax Act”) and ~~nine months ended September 30, 2020, share-based compensation~~related state and ~~non-cash incentive compensation expense was consistent with prior year.~~local tax implications.

(Income) Loss from Equity Method Investments

~~The~~There was no significant change in (income) loss from equity method investments during the three ~~and nine~~ months ended ~~September 30, 2020 was primarily driven by an increase in equity method investment net losses that we recognized during~~March 31, 2021 compared to the current year, driven by the negative impact of the COVID-19 pandemic, and the non-recurrence of an $11 million non-cash dilution gain during 2019 from the issuance of additional shares in connection with a merger by one of our equity method investees.

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prior year.

Other Operating Expenses (Income), net

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019				2021		2020
Net losses (gains) on disposal of assets, restaurant closures, and refranchisings	Net losses (gains) on disposal of assets, restaurant closures, and refranchisings	$	4	$	6	$	2	$	(1)	Net losses (gains) on disposal of assets, restaurant closures, and refranchisings		$	(2)	$	(2)
Litigation settlements (gains) and reserves, net	Litigation settlements (gains) and reserves, net	4		1		5		1		Litigation settlements (gains) and reserves, net		2		—
Net losses (gains) on foreign exchange	Net losses (gains) on foreign exchange	44		(35)		54		(38)		Net losses (gains) on foreign exchange		(43)		(8)
Other, net	Other, net	2		(2)		(2)		(6)		Other, net		1		(6)
Other operating expenses (income), net	Other operating expenses (income), net	$	54	$	(30)	$	59	$	(44)	Other operating expenses (income), net		$	(42)	$	(16)

Net losses (gains) on foreign exchange is primarily related to revaluation of foreign denominated assets and liabilities.

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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,							Three Months Ended March 31,
		2020			2019			2020			2019					2021			2020
Interest expense, net	Interest expense, net	$	129		$	137		$	376		$	406		Interest expense, net		$	124		$	119
Weighted average interest rate on long-term debt	Weighted average interest rate on long-term debt	4.5		%	5.1		%	4.6		%	5.1		%	Weighted average interest rate on long-term debt		4.2		%	4.6		%

During the three ~~and nine~~ months ended ~~September 30, 2020,~~March 31, 2021, interest expense, net ~~decreased~~increased primarily due to lower benefits related to the quarterly net settlements of our cross-currency rate swaps as result of changes in foreign currency exchange rates and lower interest income due to a decrease in interest rates, partially offset by a decrease in the weighted average interest rate inon long-term debt. Refer to Note 13, Derivative Instruments, to the ~~current year driven by the decrease in interest rates and the 2019 refinancing of~~accompanying unaudited condensed consolidated financial statements for further details on our ~~senior secured debt, partially offset by an increase in long-term debt.~~cross-currency rate swaps.

Income Tax Expense

Our effective tax rate was ~~22.6%~~14.7% and ~~18.3%~~16.8% for the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively. Our effective tax rate was lower primarily due to higher ~~primarily~~benefits from equity-based compensation offset by increases due to changes in our relative mix of income from multiple tax ~~jurisdictions, unfavorable movements in foreign exchange rates related to unremitted earnings~~jurisdictions. The effective tax rate was reduced by 2.1% and ~~lower~~0.1% for the three months ended March 31, 2021 and 2020, respectively, as a result of excess tax benefits from ~~stock option exercises for the quarter.~~equity-based compensation. There may continue to be some quarter-to-quarter volatility of our effective tax rate as our mix of income from multiple tax jurisdictions and related income forecasts change due to the effects of COVID-19.

Our effective tax rate was 9.2% and 21.4% for the nine months ended September 30, 2020 and 2019, respectively. The effective tax rate for the nine months ended September 30, 2020 reflects a $64 million benefit due to an increase in deferred tax assets which decreased the effective tax rate by (9.5)%. Based on the analysis of final guidance related to the Tax Act received during this period, a deferred tax asset was recorded. The effective tax rate for the nine months ended September 30, 2019 included a $37 million increase in the provision for unrecognized tax benefits related to a prior restructuring transaction that was not applicable to ongoing operations which increased the effective tax rate by 3.4% during the period.

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Net Income

We reported net income of ~~$223~~$271 million for the three months ended ~~September 30, 2020,~~March 31, 2021, compared to net income of ~~$351~~$224 million for the three months ended ~~September 30, 2019.~~March 31, 2020. The ~~decrease~~increase in net income is primarily due to ~~an $84~~a $26 million ~~unfavorable~~favorable change in the results from other operating expenses (income), net, a ~~$29~~$18 million ~~unfavorable change from the impact of equity method investments, a $43 million decrease~~increase in TH segment income, a $9$17 million ~~decrease~~increase in BK segment income, and a $1 million increase in PLK segment income. These factors were partially offset by a $5 million increase in share-based compensation and non-cash incentive compensation expense, a $5 million increase in interest expense, net, a $4 million increase in depreciation and amortization and a $1 million increase in ~~depreciation and amortization. These factors were partially offset by a $14 million decrease in~~ income tax expense, an $11 million increase in PLK segment income, an $8 million decrease in interest expense, net, the non-recurrence of $4 million in loss on early extinguishment of debt, and a $2 million decrease in Corporate restructuring and tax advisory fees.expense. Amounts above include a total ~~unfavorable~~favorable FX Impact to net income of $5$11 million.

We reported net income of $611 million for the nine months ended September 30, 2020, compared to net income of $854 million for the nine months ended September 30, 2019. The decrease in net income is primarily due to a $231 million decrease in TH segment income, a $123 million decrease in BK segment income, a $103 million unfavorable change in the results from other operating expenses (income), net, a $41 million unfavorable change from the impact of equity method investments and a $1 million increase in share-based compensation and non-cash incentive compensation expense. These factors were partially offset by a $170 million decrease in income tax expense, a $35 million increase in PLK segment income, a $30 million decrease in interest expense, net, an $11 million decrease in Corporate restructuring and tax advisory fees, the non-recurrence of $6 million in Office Centralization and relocation costs, and the non-recurrence of $4 million in loss on early extinguishment of debt. Amounts above include a total unfavorable FX Impact to net income of $29 million.

~~While we cannot currently estimate the duration or future negative impact of the COVID-19 pandemic on our net income, we expect the negative effects to continue into the fourth quarter of 2020.~~

Non-GAAP Reconciliations

The table below contains information regarding EBITDA and Adjusted EBITDA, which are non-GAAP measures. These non-GAAP measures do not have a standardized meaning under U.S. GAAP and may differ from similar captioned measures of other companies in our industry. We believe that these non-GAAP measures are useful to investors in assessing our operating performance, as they provide them with the same tools that management uses to evaluate our performance and is responsive to questions we receive from both investors and analysts. By disclosing these non-GAAP measures, we intend to provide investors with a consistent comparison of our operating results and trends for the periods presented. EBITDA is defined as earnings (net income or loss) before interest expense, net, loss on early extinguishment 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 (i) the non-cash impact of share-based compensation and non-cash incentive compensation expense, (ii) (income) loss from equity method investments, net of cash distributions received from equity method investments, (iii) other operating expenses (income), net and, (iv) income/expenses from non-recurring projects and non-operating activities. For the periods referenced, this included costs ~~incurred in connection with the centralization and relocation of our Canadian and U.S. restaurant support centers to new offices in Toronto, Ontario, and Miami, Florida, respectively, and~~ from professional advisory and consulting services associated with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movements, including consulting services related to the interpretation of final and proposed regulations and guidance under the Tax Act. 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 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 business. Adjusted EBITDA, as defined above, also represents our measure of segment income for each of our three operating segments.

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Three Months Ended September 30, Variance Nine Months Ended September 30, Variance
$ % $ %
2020 2019 Favorable / (Unfavorable) 2020 2019 Favorable / (Unfavorable)
Segment income:
TH $ 258 $ 301 $ (43) (14.1) % $ 594 $ 825 $ (231) (27.9) %
BK 245 254 (9) (3.3) % 605 728 (123) (16.9) %
PLK 58 47 11 23.4 % 164 129 35 26.9 %
Adjusted EBITDA 561 602 (41) (6.6) % 1,363 1,682 (319) (18.9) %
Share-based compensation and non-cash incentive compensation expense 19 18 (1) (5.6) % 63 62 (1) (1.6) %
Corporate restructuring and tax advisory fees 3 5 2 40.0 % 11 22 11 50.0 %
Office centralization and relocation costs — — — NM — 6 6 100.0 %
Impact of equity method investments (a) 20 (9) (29) NM 42 1 (41) NM
Other operating expenses (income), net 54 (30) (84) NM 59 (44) (103) NM
EBITDA 465 618 (153) (24.8) % 1,188 1,635 (447) (27.3) %
Depreciation and amortization 48 47 (1) (2.1) % 139 139 — — %
Income from operations 417 571 (154) (27.0) % 1,049 1,496 (447) (29.9) %
Interest expense, net 129 137 8 5.8 % 376 406 30 7.4 %
Loss on early extinguishment of debt — 4 4 NM — 4 4 NM
Income tax expense 65 79 14 17.7 % 62 232 170 73.3 %
Net income $ 223 $ 351 $ (128) (36.5) % $ 611 $ 854 $ (243) (28.5) %

~~NM - Not Meaningful~~


	Three Months Ended March 31,		Variance
					$			%
		2021	2020			Favorable / (Unfavorable)
Segment income:
TH			$	207		$	189		$	18	9.3	%
BK			217			200			17		8.5	%
PLK			56			55			1		2.8	%
Adjusted EBITDA			480			444			36		8.2	%
Share-based compensation and non-cash incentive compensation expense			26			21			(5)		(23.8)	%
Corporate restructuring and tax advisory fees			1			1			—		—	%
Impact of equity method investments (a)			4			4			—		—	%
Other operating expenses (income), net			(42)			(16)			26		(162.5)	%
EBITDA			491			434			57		13.1	%
Depreciation and amortization			49			45			(4)		(8.9)	%
Income from operations			442			389			53		13.6	%
Interest expense, net			124			119			(5)		(4.2)	%

Income tax expense			47			46			(1)		(2.2)	%
Net income			$	271		$	224		$	47	21.0	%

The ~~decrease~~increase in Adjusted EBITDA for the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 reflects the ~~decreases~~increases in segment income in our TH, BK and BKPLK segments ~~partially offset by an~~and includes a favorable FX Impact of $13 million.

The increase in ~~segment income in our PLK segment. Segment income in our TH and BK segments~~EBITDA for the three months ended September 30, 2020 includes an increase of $14 million and for the nine months ended September 30, 2020 includes a decrease of $18 million, related to the timing of advertising fund revenue and expenses.

~~The decrease in EBITDA for the three and nine months ended September 30, 2020~~March 31, 2021 is primarily due to ~~decreases~~increases in segment income in our TH, BK and BKPLK segments and ~~unfavorable~~favorable results from other operating expenses (income), net, ~~and the impact of equity method investments,~~ partially offset by an increase in ~~segment income~~share-based compensation and non-cash incentive compensation expense. The increase in ~~our PLK segment,~~EBITDA includes a ~~decrease in Corporate restructuring and tax advisory fees, and the non-recurrence~~favorable FX Impact of ~~Office centralization and relocation costs in the nine months period.~~

While we cannot currently estimate the duration or future negative impact of the COVID-19 pandemic on our segment income, Adjusted EBITDA and EBITDA, we expect the negative effects to continue into the fourth quarter of 2020.$14 million.

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 to RBI for RBI to repurchase its common shares, to repurchase Class B exchangeable limited partnership units of Partnership (“Partnership exchangeable units”), to voluntarily prepay and repurchase our or one of our affiliate’s outstanding debt, to fund our investing activities, 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 requirements.

As of ~~September 30, 2020,~~March 31, 2021, we had cash and cash equivalents of ~~$1,904~~$1,563 million, working capital of ~~$1,044~~$739 million and borrowing availability of $998 million under our senior secured revolving credit facility (the “Revolving Credit Facility”).

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During the first quarter of 2020, we drew down the remaining availability of C$125 million under the TH Facility (defined below). On April 7, 2020, two of our subsidiaries (the “Borrowers”) entered into an indenture (the “2020 5.75% Senior Notes Indenture”) in connection with the issuance of $500 million of 5.75% first lien notes due April 15, 2025 (the “2020 5.75% Senior Notes”). No principal payments are due until maturity and interest is paid semi-annually. The net proceeds from the offering of the 2020 5.75% Senior Notes were used for general corporate purposes.

Additionally, on October 5, 2020, the Borrowers entered into an indenture (the “2020 4.00% Senior Notes Indenture”) in connection with the issuance of $1,400 million of 4.00% second lien notes due October 15, 2030 (the “October 2020 4.00% Senior Notes”). No principal payments are due until maturity and interest is paid semi-annually. On October 16, 2020 the proceeds from the offering of the October 2020 4.00% Senior Notes were used to redeem $1,350 million of our existing $2,800 million 2017 5.00% Senior Notes (due October 15, 2025) and pay related redemption premiums, fees and expenses.

On October 14, 2020, the Borrowers entered into a purchase agreement relating to the sale of $1,500 million in aggregate principal amount of 4.00% second lien notes due October 15, 2030 (the "November 2020 4.00% Senior Notes" and together with the October 2020 4.00% Senior Notes, the "2020 4.00% Senior Notes"), which will be issued as additional notes under the 2020 4.00% Senior Notes Indenture. The closing of the offering of the November 2020 4.00% Senior Notes is expected to occur on or about November 2, 2020, subject to customary closing conditions. The November 2020 4.00% Senior Notes are treated as a single series with the October 2020 4.00% Senior Notes and have the same terms for all purposes under the 2020 4.00% Senior Notes Indenture, including waivers, amendments, redemptions and offers to purchase. The net proceeds from the offering of the November 2020 4.00% Senior Notes will be used to redeem the remaining $1,450 million principal amount outstanding of the 2017 5.00% Senior Notes and pay related redemption premiums, fees and expenses.

On October 20, 2020, the Borrowers entered into a purchase agreement relating to the sale of $750 million in aggregate principal amount of 3.50% first lien notes due February 15, 2029 (the “2020 3.50% Senior Notes”). The closing of the offering of the 2020 3.50% Senior Notes is expected to occur on or about November 9, 2020, subject to customary closing conditions. The net proceeds from the offering of the 2020 3.50% Senior Notes will be used to redeem $725 million of our 4.25% first lien notes due 2024 and pay related redemption premiums, fees and expenses.

In September 2020, Partnership received an exchange notice for 6,757,692 Partnership exchange units (the “Exchangeable Units”). In accordance with the terms of the partnership agreement, Partnership chose to satisfy the exchange by repurchasing all of these Exchangeable Units on October 2, 2020 for approximately $380 million with available cash on hand. The cash and cash equivalents balance as of September 30, 2020 does not reflect (i) the issuance of the October 2020 4.00% Senior Notes on October 5, 2020, (ii) the redemption of $1,350 million of our existing $2,800 million 2017 5.00% Senior Notes on October 16, 2020, (iii) the repurchase of the Exchangeable Units on October 2, 2020, (iv) the expected issuance and use of proceeds of the November 2020 4.00% Senior Notes in November 2020, and (v) the expected issuance and use of proceeds of the 2020 3.50% Senior Notes in November 2020. 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, debt service requirements and capital spending over the next twelve months.

~~Our operating results substantially depend upon~~In March 2021, we announced our ~~franchisees’ sales volumes, restaurant profitability,~~plan to spend C$80 million in 2021 to support increased advertising and ~~financial stability. The financial impact of COVID-19 has had,~~digital advancements at the TH business and is expected to continue for an uncertain period to have, an adverse effect on our franchisees’ liquidity and we have worked closely with our franchisees around the world to monitor and assist them with access to appropriate sources of liquidity in order to sustain their businesses throughout this crisis. We provided cash flow supportsupplement advertising fund amounts contributed by extending loans to eligible BK franchisees in the U.S. during the second and third quarters of 2020 and by advancing certain cash payments to eligible TH franchisees in Canada during the second quarter of 2020. Also, during the nine months ended September 30, 2020, we offered a rent relief program for eligible TH franchisees in Canada and extended payment terms for eligible TH franchisees in Canada and the U.S. who lease property from us and also offered rent relief programs and extended payment terms for eligible BK franchisees in the U.S. and Canada who lease property from us. A portion of these rent relief programs concluded during the three months ended September 30, 2020. We also temporarily deferred franchisee capital investment commitments for restaurant renovations and new restaurant development globally, based on individual circumstances of relevant markets and restaurant owners. These actions are expected to adversely affect our cash flow and financial results at least through the fourth quarter of 2020. In addition to these actions, we may decide to take additional steps to assist in the financial stabilization of our franchisees, which could impact our liquidity and our financial results.franchisees.

On August 2, 2016, the RBI board of directors approved a share repurchase authorization wherein RBI may purchase up to $300 million of RBI common shares through July 2021. Repurchases under RBI’s authorization will be made in the open

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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.

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We provide applicable deferred taxes based on the tax liability or withholding taxes that would be due upon repatriation of unremitted earnings. We will continue to monitor our plans for foreign earnings but our expectation is to continue to provide taxes on unremitted earnings.

Debt Instruments and Debt Service Requirements

As of ~~September 30, 2020,~~March 31, 2021, our long-term debt consists primarily of borrowings under our Credit Facilities (defined below), amounts outstanding under our 2017 4.25% Senior Notes, 2019 3.875% Senior Notes, 2020 5.75% Senior Notes, ~~2017 5.00%~~2020 3.50% Senior Notes, 2019 4.375% Senior Notes, 2020 4.00% Senior Notes and TH Facility (each as defined below), and obligations under finance leases. For further information about our long-term debt, see Note 10 to the accompanying unaudited condensed consolidated financial statements included in this report.

Credit Facilities

As of ~~September 30, 2020,~~March 31, 2021, there was ~~$6,046~~$6,010 million outstanding principal amount under our senior secured term loan facilities (the “Term Loan Facilities” and together with the Revolving Credit Facility, the “Credit Facilities”) with a weighted average interest rate of ~~1.84%~~1.83%. Based on the amounts outstanding under the Term Loan Facilities and LIBOR as of ~~September 30, 2020,~~March 31, 2021, subject to a floor of 0.00%, required debt service for the next twelve months is estimated to be approximately ~~$112~~$111 million in interest payments and $72 million in principal payments. In addition, based on LIBOR as of ~~September 30, 2020,~~March 31, 2021, net cash settlements that we expect to pay on our $4,000 million interest rate swap are estimated to be approximately ~~$91~~$92 million for the next twelve months.

On April 2, 2020, the Borrowers entered into a fifth amendment (the “Fifth Amendment”) to the credit agreement (the “Credit Agreement”) governing our Term Loan Facilities and Revolving Credit Facility. The Fifth Amendment provides the Borrowers with the option to comply with a $1,000 million minimum liquidity covenant in lieu of the 6.50:1.00 net first lien senior secured leverage ratio financial maintenance covenant for the period after June 30, 2020 and prior to September 30, 2021. Additionally, for the periods ending September 30, 2021 and December 31, 2021, to determine compliance with the net first lien senior secured leverage ratio, we are permitted to annualize the Adjusted EBITDA (as defined in the Credit Agreement) for the three months ending September 30, 2021 and six months ending December 31, 2021, respectively, in lieu of calculating the ratio based on Adjusted EBITDA for the prior four quarters. There were no other material changes to the terms of the Credit Agreement.

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) a Eurocurrency 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 0.75% or (ii) a Eurocurrency rate, subject to a floor of 0.00%, plus an applicable margin of 1.75%.

As of ~~September 30, 2020,~~March 31, 2021, we had no amounts outstanding under our Revolving Credit Facility, had $2 million of letters of credit issued against the Revolving Credit Facility, and our borrowing availability was $998 million. Funds available under the Revolving Credit Facility may be used to repay other debt, finance debt ~~make distributions to~~or RBI ~~for RBI to repurchase its common shares, repurchase Partnership exchangeable units,~~share repurchases or PEU repurchases, fund acquisitions or capital expenditures, and for other general corporate purposes. We have a $125 million letter of credit sublimit as part of the Revolving Credit Facility, which reduces our borrowing availability thereunder by the cumulative amount of outstanding letters of credit.

Senior Notes

The Borrowers are party to (i) an indenture (the “2017 4.25% Senior Notes Indenture”) in connection with the issuance of ~~$1,500~~$775 million of 4.25% first lien senior notes due May 15, 2024 (the “2017 4.25% Senior Notes”), (ii) an indenture (the “2019 3.875% Senior Notes Indenture”) in connection with the issuance of $750 million of 3.875% first lien senior notes due January 15, 2028 (the “2019 3.875% Senior Notes”), (iii) an indenture (the ~~“2017 5.00%~~“2020 5.75% Senior Notes Indenture”) in connection with the issuance of ~~$2,800~~$500 million of ~~5.00% second~~5.75% first lien senior notes due ~~October~~April 15, 2025 (the ~~“2017 5.00%~~“2020 5.75% Senior Notes”), (iv) an indenture (the “2020 3.50% Senior Notes Indenture”) in connection with the issuance of $750 million of 3.50% first lien senior notes due February 15, 2029 (the “2020 3.50% Senior Notes”), (v) an indenture (the “2019 4.375% Senior Notes Indenture” ~~and together with the above indentures the "Senior Notes Indentures"~~) in connection with the issuance of $750 million of 4.375% second lien senior notes due January 15, 2028 (the “2019 4.375% Senior Notes”), and ~~(v) the 2020 5.75%~~(vi) an indenture (the “2020 4.00% Senior Notes ~~Indenture described above.~~Indenture”) in connection with the issuance of $2,900 million of 4.00% second lien senior notes due October 15, 2030 (the “2020 4.00% Senior Notes”). No principal payments are

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due on the 2017 4.25% Senior Notes, 2019 3.875% Senior Notes, ~~2017 5.00%~~2020 5.75% Senior Notes, 2020 3.50% Senior Notes, 2019 4.375% Senior Notes and 2020 ~~5.75%~~4.00% Senior Notes until maturity and interest is paid semi-annually.

Based on the amounts outstanding at ~~September 30, 2020,~~March 31, 2021, required debt service for the next twelve months on all of the Senior Notes outstanding is approximately ~~$294~~$266 million in interest payments.

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TH Facility

One of our subsidiaries entered into a non-revolving delayed drawdown term credit facility in a total aggregate principal amount of C$225 million with a maturity date of October 4, 2025 (the “TH Facility”). The interest rate applicable to the TH Facility is the Canadian Bankers’ Acceptance rate plus an applicable margin equal to 1.40% or the Prime Rate plus an applicable margin equal to 0.40%, at our option. Obligations under the TH Facility are guaranteed by four of our subsidiaries, and amounts borrowed under the TH Facility are secured by certain parcels of real estate. As of ~~September 30, 2020,~~March 31, 2021, we had outstanding C$~~224~~221 million under the TH Facility with a weighted average interest rate of ~~1.88%~~1.84%.

Based on the amounts outstanding under the TH Facility as of ~~September 30, 2020,~~March 31, 2021, required debt service for the next twelve months is estimated to be approximately $3 million in interest payments and $4$8 million in principal payments.

Restrictions and Covenants

As of ~~September 30, 2020,~~March 31, 2021, we were in compliance with all applicable financial debt covenants under the Credit Facilities, the TH Facility, and the Senior Notes Indentures.

Cash Distributions/Dividends

On ~~October 2, 2020,~~April 6, 2021, RBI paid a cash dividend of ~~$0.52~~$0.53 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 ~~$0.52~~$0.53 in respect of each Partnership exchangeable unit.

The RBI board of directors has declared a cash dividend of ~~$0.52~~$0.53 per RBI common share, which will be paid on ~~January 5,~~July 7, 2021 to RBI common shareholders of record on ~~December 21, 2020.~~June 23, 2021. 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 ~~$0.52~~$0.53 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.

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, 2020,~~April 23, 2021, we had outstanding 202,006,067 Class A common units issued to RBI and ~~155,453,689~~155,040,582 Partnership exchangeable units. During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, Partnership exchanged ~~3,294,968~~72,671 Partnership exchangeable units pursuant to exchange 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 special voting share except as otherwise provided by law. For information on RBI's share-based compensation and its outstanding equity awards, see Note 1513 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, ~~2019,~~2020, filed with the SEC and Canadian securities regulatory authorities on February ~~21, 2020.~~23, 2021.

Since December 12, 2015, the holders of Partnership exchangeable units have had the right to require Partnership to exchange all or any portion of such holder’s Partnership exchangeable units for RBI common shares at a ratio of one share for each Partnership exchangeable unit, subject to RBI’s right as the general partner of Partnership to determine to settle any such exchange for a cash payment in lieu of RBI common shares.

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Comparative Cash Flows

Operating Activities

Cash provided by operating activities was ~~$593~~$266 million for the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, compared to ~~$878~~$136 million during the same period in the prior year. The ~~decrease~~increase in cash provided by operating activities was driven by a decrease in THcash used for working capital, an increase in segment income in all of our segments, and a decrease in ~~BK segment~~interest payments. These factors were partially offset by an increase in income tax payments and a decrease in cash provided by other ~~long term~~long-term assets and liabilities and an increase in cash used for working capital. These factors were partially offset by a decrease in interest payments, an increase in PLK segment income, and a decrease in income tax payments.

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liabilities.

Investing Activities

Cash used for investing activities was ~~$33~~$7 million for the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, compared to $7$3 million of cash ~~provided from~~used for investing activities during the same period in the prior year. The change in investing activities was driven by a decrease in proceeds from derivatives and cash used in other investing activities during the current period, partially offset by an increase in net proceeds from disposal of assets, restaurant closures, and refranchisings and a decrease in capital expenditures during the current period.

Financing Activities

Cash used for financing activities was ~~$182~~$261 million for the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, compared to ~~$106~~$855 million of cash provided by financing activities during the same period in the prior year. The change in financing activities was driven primarily by ~~a decrease in~~ proceeds from the ~~issuance of Senior Notes, an increase in RBI common share dividends and distributions~~draw down on ~~Partnership exchangeable units, payments from derivatives~~our Revolving Credit Facility in 2020, ~~compared to proceeds from derivatives~~which was fully repaid in ~~2019,~~the second quarter of 2020, and ~~a decrease in capital contribution from RBI, partially offset by~~ proceeds from the draw down on the remaining availability under the TH Facility in ~~2020 and the non-recurrence of the Term Loan B prepayments in 2019.~~

~~Contractual Obligations and Commitments~~

Except as described herein, 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, 2019 filed with the SEC and Canadian securities regulatory authorities on February 21, 2020, other than the following.

During the first quarter of 2020, we drew down the remaining availability of C$125 million under the TH Facility. Additionally, on April 7, 2020, we obtained the proceeds from the 2020 5.75% Senior Notes. Also, on October 5, 2020, we issued the October 2020 4.00% Senior Notes and used the net proceeds to redeemed $1,350 million of our existing $2,800 million 2017 5.00% Senior Notes on October 16, 2020. Each of these terms is defined and described above. The following table provides contractual obligations under our Credit Facilities, senior notes and other long term debt as of September 30, 2020 and October 16, 2020, which reflects all of the debt transactions disclosed above but does not reflect the expected issuance of the November 2020 4.00% Senior Notes and the 2020 3.50% Senior Notes or redemption of the remaining $1,450 million principal amount outstanding of the 2017 5.00% Senior Notes and $725 million of the 4.25% First Lien Notes due 2024, which transactions have not closed as of the date of this report.

Payment Due by Period as of October 16, 2020
Contractual Obligations Total as of
September 30, 2020 Total Less Than
1 Year 1-3 Years 3-5 Years More Than
5 Years
(In millions)
Credit Facilities, including interest (a) $ 6,700 $ 6,700 $ 186 $ 386 $ 976 $ 5,152
Senior Notes, including interest (b) 7,818 8,092 285 566 2,465 4,776
Other long term debt 184 184 9 24 37 114

~~(a)We have estimated our interest payments through the maturity of our Credit Facilities based on LIBOR as of September 30, 2020.~~

~~(b)Amounts included herein for the Senior Notes exclude amounts for the Tim Hortons Notes.~~

Critical Accounting Policies and Estimates

For information regarding our Critical Accounting Policies and Estimates, see the “Critical Accounting Policies and Estimates” section of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 21, 2020. Additionally, see the “COVID-19” section of Note 1 to the accompanying unaudited condensed consolidated financial statements for a discussion about the potential impact of the COVID-19 pandemic on asset impairment assessments.23, 2021.

New Accounting Pronouncements

See Note 3 – New Accounting Pronouncements in the notes to the accompanying unaudited condensed consolidated financial statements.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

There were no material changes during the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 to the disclosures made in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 filed with the SEC and Canadian securities regulatory authorities on February ~~21, 2020.~~23, 2021.

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, 2020.~~March 31, 2021. Based on that evaluation, the CEO and CFO of RBI concluded that Partnership’s disclosure controls and procedures were effective as of such date.

Internal Control Over Financial Reporting

The management of RBI, as general partner of Partnership, including the CEO and CFO, confirm there were no changes in Partnership’s internal control over financial reporting during the three months ended ~~September 30, 2020~~March 31, 2021 that have materially affected, or are reasonably likely to materially affect, 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 COVID-19 pandemic on our results of operations, business, liquidity, prospects and ~~prospects~~restaurant operations and those of our franchisees, including local conditions and government-imposed limitations and restrictions; (ii) our digital and marketing initiatives; (iii) our future financial obligations, including annual debt service requirements, capital expenditures and dividend payments, our ability to meet such obligations and the source of funds used to satisfy such obligations; ~~(iii)~~(iv) expected timing of debt refinancing transactions; ~~(iv)~~(v) our efforts to assist restaurant owners in maintaining liquidity and the impact of these programs on our future cash flow and financial results; ~~(v) the amount and timing of additional Corporate restructuring and tax advisory fees related to the Tax Act and Office centralization and relocation costs;~~ (vi) certain tax matters, including ~~the~~our estimates with respect to tax matters and their impact ~~of the Tax Act~~ on future periods; (vii) the amount of net cash settlements we expect to pay on our derivative instruments; and (viii) certain accounting matters.

Our forward-looking statements, included in this report and elsewhere, represent management’s expectations as of the date that they are made. Our forward-looking statements are based on assumptions and analyses made by 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, ~~and supply chain,~~ such as the effects of the COVID-19 pandemic, inflationary pressures, high unemployment levels, declines in median income growth, consumer confidence and consumer discretionary spending and changes in consumer perceptions of dietary health and food safety; (3) our relationship with, and the success of, our franchisees and risks related to our fully franchised business model; (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; (8) significant and rapid fluctuations in interest rates and in the currency exchange markets and the effectiveness of our hedging activity; (9) our ability to successfully implement our domestic and international growth strategy for each of our brands and risks related to our international operations; (10) our reliance on ~~master~~ franchisees, ~~and~~including subfranchisees, to accelerate restaurant growth; (11) the ability of the counterparties to our credit facilities and derivatives to fulfill their commitments and/or obligations; and (12) changes in applicable tax laws or

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interpretations thereof, ~~and risks related to the complexity of the Tax Act~~ and our ability to accurately interpret and predict ~~its~~the impact of such changes or interpretations on our financial condition and results.

We operate in a very competitive and rapidly changing 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, ~~2019~~2020 filed with the SEC and Canadian securities regulatory authorities on February ~~21, 2020,~~23, 2021, 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 June 30, 2020, a class action complaint was filed against Restaurant Brands International Inc., Restaurant Brands International Limited Partnership~~See Part I, Notes to Condensed Consolidated Financial Statements, Note 15, Commitment and The TDL Group Corp. in the Quebec Superior Court by Steve Holcman, individually and on behalf of all Quebec residents who downloaded the Tim Hortons mobile application. On July 2, 2020, a Notice of Action related to a second class action complaint was filed against Restaurant Brands International Inc., in the Ontario Superior Court by Ashley Sitko and Ashley Cadeau, individually and on behalf of all Canadian residents who downloaded the Tim Hortons mobile application. On August 31, 2020, a notice of claim was filed against Restaurant Brands International Inc. in the Supreme Court of British Columbia by Wai Lam Jacky Law on behalf of all persons in Canada who downloaded the Tim Hortons mobile application or the Burger King mobile application. On September 30, 2020, a notice of action was filed against Restaurant Brands International Inc., Restaurant Brands International Limited Partnership, The TDL Group Corp., Burger King Worldwide, Inc. and Popeyes Louisiana Kitchen, Inc. in the Ontario Superior Court of Justice by William Jung on behalf of a to be determined class. All of the complaints allege that the defendants violated the plaintiff’s privacy rights, the Personal Information Protection and Electronic Documents Act, consumer protection and competition laws or app-based undertakings to users, in each case in connection with the collection of geolocation data through the Tim Hortons mobile application, and in certain cases, the Burger King and Popeyes mobile applications. Each plaintiff seeks injunctive relief and monetary damages for himself or herself and other members of the class. We intend to vigorously defend against these lawsuits, but we are unable to predict the ultimate outcome of any of these cases.

On October 26, 2020, City of Warwick Municipal Employees Pension Fund, a purported stockholder of Restaurant Brands International, individually and on behalf of all other stockholders similarly situated, filed a lawsuit in the Supreme Court of the State of New York County of New York naming the Company and certain of its officers, directors and selling shareholders as defendants alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, as amended, in connection with the offering of securities by an affiliate of 3G Capital Partners Ltd. in August and September 2019. The complaint alleges that the shelf registration statement used in connection with such offering contained certain false and/or misleading statements or omissions. The complaint seeks, among other relief, class certification of the lawsuit, unspecified compensatory damages, rescission, pre-judgement and post-judgement interest, costs and expenses. The Company is currently evaluating the lawsuit, but believes that the claims are without merit and intends to vigorously defend. While we believe these claims are without merit, we are unable to predict the ultimate outcome of this case or estimate the range of possible loss, if any.Contingencies

~~Item 1A. Risk Factors~~

~~The below updates the risk factor included in our Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 21, 2020.~~

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Our results can be adversely affected by unforeseen events, such as adverse weather conditions, natural disasters, terrorist attacks or threats, pandemics, such as the COVID-19 pandemic, or other catastrophic events.

Unforeseen events, such as adverse weather conditions, natural disasters or catastrophic events, can adversely impact restaurant sales. Natural disasters such as earthquakes, hurricanes, and severe adverse weather conditions and health pandemics whether occurring in Canada, the United States or abroad, can keep customers in the affected area from dining out, cause damage to or closure of restaurants and result in lost opportunities for our restaurants.

In March 2020, the World Health Organization declared COVID-19 a global pandemic, and governmental authorities around the world have implemented measures to reduce the spread of COVID-19. These measures have adversely affected workforces, customers, consumer sentiment, economies and financial markets, and, along with decreased consumer spending, have led to an economic downturn in many of our markets. As a result of COVID-19, we and our franchisees have experienced significant store closures and instances of reduced store-level operations, including reduced operating hours and dining-room closures. During 2020, our restaurants in the U.S. and Canada closed dine-in operations, continuing to offer drive-thru, delivery and take-out where possible, sometimes with limited hours, several markets in Asia, Europe and Latin America closed all restaurants, and many other international markets also limited operations. As of the end of September, restaurants in most markets have reopened, many with limited operations. While certain markets have opened for dine-in guests, the capacity may be limited, and local conditions may lead to closures or increased limitations. As a result of COVID-19, restaurant traffic and system-wide sales have been significantly negatively impacted.

Our operating results substantially depend upon our franchisees’ sales volumes, restaurant profitability, and financial stability. The impact of COVID-19 has, and is expected to continue to have, an adverse effect on our franchisees’ liquidity.As a result, we provided cash flow support by extending loans to eligible BK franchisees in the U.S. and advancing certain cash payments to eligible TH franchisees in Canada. For approximately 3,700 eligible locations where we have property control at Tim Hortons in Canada and Burger King in the United States and Canada, we temporarily converted our rent structure from a combination of fixed plus variable rent to 100% variable rent, which provides relief in the face of declining sales. In addition, we deferred rent payments for up to 45 days for certain other franchisees. These actions are expected to continue to adversely affect our cash flow and financial results in the upcoming quarter. In addition to these actions, we may decide to take additional steps to assist in the financial stabilization of our franchisees, which could impact our liquidity and our financial results. In addition, we delayed the capital expenditure obligations of our franchisees relating to new restaurants, remodels and significant equipment deployments, which could adversely affect our growth once the COVID-19 pandemic has passed. To the extent that our franchisees experience financial distress, it could negatively affect (i) our operating results as a result of delayed or reduced payments of royalties, advertising fund contributions and rents for properties we lease to them or claims under our lease guarantees, (ii) our future revenue, earnings and cash flow growth and (iii) our financial condition.

COVID-19 or other events could lead to delays or interruptions in the delivery of food or other supplies to our franchised restaurants arising from delays or restrictions on shipping and/or manufacturing, closures of supplier or distributor facilities or financial distress or insolvency of suppliers or distributors and also could lead to difficulties in maintaining appropriate staffing of restaurants. Food distributors and suppliers often operate with thin margins and therefore may be more vulnerable to governmental actions which result in significantly reduced activity or to general economic downturns. As of December 31, 2019, four distributors serviced approximately 92% of BK restaurants in the U.S. and five distributors serviced approximately 85% of PLK restaurants in the U.S. Consequently, our operations could be adversely affected if any of these distributors were unable to fulfill their responsibilities and we were unable to locate a substitute distributor in a timely manner. In addition, as COVID-19 may be transmitted through human contact, the risk or perceived risk of contracting COVID-19 could adversely affect the ability, or the cost, of staffing restaurants, which could be exacerbated to the extent that we or our franchisees have employees who test positive for the virus.

We cannot predict the duration or scope of the COVID-19 pandemic or when operations will cease to be affected by it. Furthermore, we cannot predict the effects that actual or threatened armed conflicts, terrorist attacks, efforts to combat terrorism or heightened security requirements will have on our future operations. Because a significant portion of our restaurant operating costs are fixed or semi-fixed in nature, the loss of sales during these periods hurts our and our franchisees’ operating margins and can result in restaurant operating losses and our loss of royalties. We expect the COVID-19 pandemic to negatively impact our financial results and based on the duration and scope, such impact could be material.

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Item 6. Exhibits



Exhibit Number						Description

~~10.74~~10.77						~~Purchase Agreement,~~Offer Letter dated ~~as of September 16, 2020, among Morgan Stanley & Co., LLC, as representative of the Initial Purchaser (as defined therein), the Issuers (as defined therein)~~February 26, 2021 between The TDL Group Corp. and ~~the Guarantors (as defined therein)~~Axel Schwan (incorporated herein by reference to Exhibit ~~10.74~~10.77 to the Form 10-Q of Restaurant Brands International Inc. filed on ~~October 28, 2020)~~April 30, 2021).

~~10.75~~10.78						~~Purchase~~Tax Equalization Agreement dated ~~as of October 14,~~December 21, 2020 ~~among Morgan Stanley & Co., LLC, as representative of the Initial Purchaser (as defined therein), the Issuers (as defined therein)~~between Popeyes Louisiana Kitchen, Inc. and ~~the Guarantors (as defined therein)~~Sami Siddiqui (incorporated herein by reference to Exhibit ~~10.75~~10.78 to the Form 10-Q of Restaurant Brands International Inc. filed on ~~October 2~~8 ~~, 2020)~~April 30, 2021).

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)

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SIGNATURES

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

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP

By:

Restaurant Brands International Inc., its general partner

Date: ~~October 28, 2020~~April 30, 2021

By:

/s/ Matthew Dunnigan

Name:

Matthew Dunnigan

Title:

Chief Financial Officer of Restaurant Brands International Inc.
(principal financial officer)
(duly authorized officer)

5644


			Payment Due by Period as of October 16, 2020
Contractual Obligations	Total as of September 30, 2020		Total		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
			(In millions)
Credit Facilities, including interest (a)	$	6,700	$	6,700	$	186	$	386	$	976	$	5,152
Senior Notes, including interest (b)	7,818		8,092		285		566		2,465		4,776
Other long term debt	184		184		9		24		37		114