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目次
UNITED STATES
証券取引委員会
ワシントンDC20549

フォーム 10-Q
（表1）
☒
証券取引法第13条または15(d)条に基づく四半期報告書
報告期間が終了した2023年6月30日をもって2024年9月30日
☐移行期間：             から             まで
移行期間中の                    売上高 調整後 EBITDA の                    
コミッションファイル番号：001-08504001-36786
 
 レストランブランズインターナショナル株式会社
（登記事項で指定された）登録者の正式名称


カナダ 98-1202754
（設立地の州またはその他の管轄区域） （I.R.S. 雇用主識別番号）
（設立または組織） （I.R.S.雇用者識別番号） （本社所在地の住所） （郵便番号） （Registrantの電話番号、市外局番を含む） 識別番号）
130 King Street West、Suite 300 (1)
トロント、 オンタリオ州
（本社所在地） （郵便番号）
(905) 339-6011
（登録者の電話番号（市外局番を含む））


法第12条（b）に基づく登録証券
 
各クラスの名称 取引シンボル登録されている各取引所の名称
普通株式、名目額なし QSRニューヨーク証券取引所
 トロント証券取引所
当該報告書提出期間中に、証券取引法第13条または15(d)条により提出が必要なすべての報告書を提出したか（又は提出すべき期間より短い期間については、その期間中に提出が必要な報告書をすべて提出したか）及び過去90日間にわたり当該提出要件が適用されたかをチェックマークで示す。はい  ☒    いいえ  ☐
規制S-tのルール405に基づき、過去12か月間(またはそのような短期間)、登録者が提出を求められたすべてのインタラクティブデータファイルを電子的に提出したかどうかをチェックマークで示す。はい  ☒    いいえ  ☐
申請者が大型加速装置、加速装置、ノンアクセル装置、小規模報告会社、または新興グロース会社である場合は、註記欄にチェックマークを付けてください。規則120億2に記載されている「大型加速装置」、「加速装置」、「小規模報告会社」、「新興グロース会社」の定義を参照してください。

目次
大型加速ファイラー ☒  加速度ファイラー ☐
非加速ファイラー ☐  小規模報告会社 ☐
新興成長企業
☐
新興の成長企業の場合、Exchange Actの第13(a)条に基づき提供された新しいまたは修正された財務会計基準の遵守に関する拡張移行期間を利用しないことを選択した場合は、チェックマークを付けてください。☐
取引所法の規則120億2に定義されるシェル企業であるかどうかをチェックマークで示してください。はい☐    いいえ  ☒
2024年10月30日時点では、登録者の普通株式クラスAの発行済株式数は 323,707,500登録者の発行済み普通株式数。また、2024年10月30日現在、 127,048,577 レストランブランズインターナショナルリミテッドパートナーシップのクラスb交換可能限定パートナーシップユニットがあり、これらは登録者の普通株式に1対1で交換可能です。


目次
レストランブランズインターナショナル インコーポレイテッド・アンド・サブシディアリーズ
目次
 
  ページ
アイテム 1.
アイテム 2.
アイテム 3.
アイテム 4.
アイテム 1.
アイテム 5.
アイテム 6.
3
目次
第I部—財務情報
アイテム1。財務諸表
レストラン・ブランズ・インターナショナル株式会社と子会社
簡易合算貸借対照表
(米ドル百万、シェアデータを除く)
(未監査)
 2024年3月31日現在の
9月30日,
2024		12月31日
2023
資産
流動資産:
現金及び現金同等物$1,176 $1,139 
貸倒引当金を差し引いた受取手形および売掛金（繰延税金資産1,784含む） 13,40639と $37それぞれ
693 749 
資産、純額169 166 
前払費用及びその他の流動資産217 119 
流動資産合計2,255 2,173 
物件及び設備、累積償却費用の純額 $1,283と $1,187それぞれ
2,229 1,952 
営業リース資産純額1,870 1,122 
無形資産、純額11,347 11,107 
のれん6,187 5,775 
その他の資産1,183 1,262 
総資産$25,071 $23,391 
負債および株主資本
流動負債：
支払可能な口座と手形$754 $790 
その他の未払負債1,158 1,005 
ギフトカード負債170 248 
新規買およびファイナンスリースの流動負債126 101 
流動負債合計2,208 2,144 
長期借金（流動負債より控除済み）13,571 12,854 
財務リース、現在値を控除した純額305 312 
現在の一部を除くオペレーティングリース債務1,775 1,059 
その他の負債、純額931 996 
繰延税金負債合計1,242 1,296 
負債合計20,032 18,661 
株主資本:
普通株式は、なしの帳簿価額； 無制限 2024年9月30日と2023年12月31日に承認された株式数： 323,704,500 2024年9月30日時点で発行済みかつ未払いの株式数; 312,454,8512023年12月31日時点で発行済みかつ未払いの株式数は
2,300 1,973 
留保利益1,794 1,599 
その他包括利益/損失差額額(858)(706)
レストランブランズインターナショナル社の株主資本合計3,236 2,866 
非支配株主持分1,803 1,864 
総株主資本 5,039 4,730 
負債および株主資本の合計$25,071 $23,391 
要約された連結財務諸表に付随する注記を参照してください。
4
目次
レストランブランズインターナショナル インコーポレイテッド・アンド・サブシディアリーズ
損益計算書
(米ドルでの百万単位，1株当たりのデータを除く)
(未監査)

終了した三ヶ月間
9月30日,		終了した9か月間
9月30日,
2024202320242023
収益:
サプライチェーンの売上$699 $706 $2,008 $1,989 
会社レストランの売上567 65 1,016 194 
フランチャイズおよび不動産収益735 753 2,194 2,163 
広告収入およびその他のサービス290 313 892 856 
収益合計2,291 1,837 6,110 5,202 
運営コストと経費:
販売原価のサプライチェーンコスト559 572 1,616 1,620 
会社レストランの経費473 58 848 172 
加盟料および資産を持つ経費134 119 394 372 
広告費用およびその他のサービス327 326 972 909 
一般管理費用176 169 534 507 
株式法に基づく投資からの（利益）損失3 1 (69)19 
その他の営業費用（収益）、当期純利益42 10 31 20 
総運営費用および費用1,714 1,255 4,326 3,619 
営業利益577 582 1,784 1,583 
金利費用、純額147 143 442 430 
債務早期償還による損失1 16 33 16 
税引前当期純利益429 423 1,309 1,137 
法人税等課税当期純利益72 59 225 145 
当期純利益357 364 1,084 992 
非支配株主に帰属する当期純利益 (注13)105 112 322 310 
普通株主に帰属する当期純利益$252 $252 $762 $682 
1株当たり利益
Basic$0.79 $0.80 $2.41 $2.19 
希薄化後$0.79 $0.79 $2.39 $2.16 
発行済み株式数の加重平均数 (百万株):
Basic319 314 317 312 
希薄化後454 459 453 458 
要約された連結財務諸表に付随する注記を参照してください。

5
目次
レストランブランズインターナショナル インコーポレイテッド・アンド・サブシディアリーズ
連結総合損益計算書（損益計算書）
（単位：百万米ドル）
(未監査)

終了した三ヶ月間
9月30日,		終了した9か月間
9月30日,
 2024202320242023
当期純利益$357 $364 $1,084 $992 
外国通貨の為替調整180 (270)(167)(36)
当期の投資ヘッジの公正価値変動の税引き後の純変動2, $4, $8と $12
(121)182 39 67 
キャッシュフローヘッジの公正価値変動の差引後、税金を考慮した当期純利益が currency30, $(26), $(6累積その他の包括利益（損失）、税引前の額は$(42)
(80)71 16 114 
キャッシュフローヘッジの収益から損失に再分類された金額、税金を考慮した当期純利益が currency11, $6, $29と $17
(28)(17)(77)(47)
その他で認識された利益（損失）、税金を考慮した当期純利益が currency0, $0, $0と $0
(4)2 (4)4 
その他包括利益（損失）(53)(32)(193)102 
包括利益（損失）304 332 891 1,094 
非支配持分に帰属する総合利益(損失)90 103 265 342 
普通株主に帰属する包括的利益（損失）$214 $229 $626 $752 
要約された連結財務諸表に付随する注記を参照してください。

6
目次
レストランブランズインターナショナル インコーポレイテッド・アンド・サブシディアリーズ
株主資本及び利益剰余金の連結財務諸表
（米ドルの百万単位で、株式と一株当たりのデータを除く）
(未監査)
 発行済普通株式保有
決算		累積
他
包括的
利益（損失）		非支配株主持分
利息		総計
 株式数量
2023年12月31日の残高312,454,851 $1,973 $1,599 $(706)$1,864 $4,730 
ストックオプションの行使721,052 39 — — — 39 
株式報酬費用— 42 — — — 42 
株式の発行3,204,316 17 — — — 17 
宣言された配当（$0.58株式当たり)
— — (184)— — (184)
制限付き株式ユニットに宣言された配当相当額— 5 (5)— — — 
パートナーシップによって宣言された分配（パートナーシップ交換可能ユニットについて$0.58 1ユニット当たり）
— — — — (77)(77)
RBI普通株との交換のためのパートナーシップ交換可能ユニットの取引2,220 — — — — — 
レストランVIE貢献（分配）— — — — (1)(1)
当期純利益— — 230 — 98 328 
その他包括利益（損失）— — — (41)(18)(59)
2024年3月31日の残高316,382,439 2,076 1,640 (747)1,866 4,835 
ストックオプションの行使464,725 21 — — — 21 
株式報酬費用— 38 — — — 38 
新株発行36,411 1 — — — 1 
宣言された配当（$0.58 株ごと)
— — (184)— — (184)
制限付き株式ユニットに宣言された配当相当額— 2 (2)— — — 
パートナーシップがパートナーシップ交換可能ユニットに宣言した配当（$0.58 1 ユニット）
— — — — (78)(78)
パートナーシップ交換可能ユニットを RBI 株に交換14,400 — — — — — 
当期純利益— — 280 — 119 399 
その他包括利益（損失）— — — (57)(24)(81)
2024年6月30日の残高316,897,975 $2,138 $1,734 $(804)$1,883 $4,951 
ストックオプションの行使200,254 11 — — — 11 
株式報酬費用— 35 — — — 35 
シェアの発行73,704 — — — — — 
宣言された配当（$0.58 株あたり)
— — (187)— — (187)
制限株ユニットに宣言された配当相当額— 5 (5)— — — 
パートナーシップによるパートナーシップ交換可能ユニットの分配（$ ユニットあたり）0.58 ユニットあたり)
— — — — (74)(74)
パートナーシップ交換可能ユニットをRBIの普通株式と交換6,532,567 111 — (16)(95)— 
レストランVIEの出資（配当）— — — — (1)(1)
当期純利益— — 252 — 105 357 
その他包括利益（損失）— — — (38)(15)(53)
2024年9月30日の残高323,704,500 $2,300 $1,794 $(858)$1,803 $5,039 
要約された連結財務諸表に付随する注記を参照してください。


7
目次
レストランブランズインターナショナル インコーポレイテッド・アンド・サブシディアリーズ
株主資本及び利益剰余金の連結財務諸表
（米ドルの百万単位で、株式と一株当たりのデータを除く）
(未監査)
発行済普通株式保有
決算		累積
他
包括的
利益（損失）		非支配株主持分
利息		総計
株式数量
2022年12月31日の残高307,142,436 $2,057 $1,121 $(679)$1,769 $4,268 
ストックオプションの行使124,275 6 — — — 6 
株式報酬費用— 41 — — — 41 
株式の発行1,690,762 15 — — — 15 
宣言された配当（$0.55株式当たり)
— — (171)— — (171)
制限付株式に宣言された配当相当額— 5 (5)— — — 
パートナーシップによって宣言されたパートナーシップ交換可能ユニットによる配当 ($0.55 1ユニットあたり)
— — — — (77)(77)
パートナーシップ交換可能ユニットをRBIの普通株式に交換2,214,072 33 — (5)(28)— 
レストランVIEの寄与(配当)— — — — (1)(1)
当期純利益— — 189 — 88 277 
その他包括利益（損失）— — — (32)(15)(47)
2023年3月31日の残高311,171,545 $2,157 $1,134 $(716)$1,736 $4,311 
ストックオプションの行使920,438 43 — — — 43 
株式報酬費用— 42 — — — 42 
新株発行87,695 — — — — — 
宣言された配当（$0.55 1株あたり)
— — (172)— — (172)
制限付き株式ユニットに宣言された配当相当額— 5 (5)— — — 
パートナーシップによるパートナーシップ交換ユニットの分配（$0.55 1ユニットあたり）
— — — — (77)(77)
RBI普通株式へのパートナーシップ交換ユニットの交換23,787 — — — — — 
レストランVIEの貢献（配当）— — — — (1)(1)
当期純利益— — 241 — 110 351 
その他包括利益（損失）— — — 125 56 181 
2023年6月30日時点の残高312,203,465 $2,247 $1,198 $(591)$1,824 $4,678 
ストックオプションの行使43,596 3 — — — 3 
株式報酬費用— 44 — — — 44 
新株発行119,571 — — — — — 
宣言された配当（$0.55 シェアあたり)
— — (176)— — (176)
制限株ユニットに宣言された配当相当額— 6 (6)— — — 
パートナーシップ交換可能ユニットによるパートナーシップによる配当 ($0.55 シェア)あたり宣言された配当
— — — — (74)(74)
パートナーシップ交換可能ユニットをRBIの普通株式と交換7,161,017 109 — (13)(96)— 
RBIの普通株式の取得(1,690,043)(142)— — — (142)
レストランVIEの貢献（配当）— — — — (1)(1)
当期純利益— — 252 — 112 364 
その他包括利益（損失）— — — (23)(9)(32)
2023年9月30日の残高317,837,606 $2,267 $1,268 $(627)$1,756 $4,664 
See accompanying notes to condensed consolidated financial statements.
8
Table of Contents
RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In millions of U.S. dollars)
(Unaudited)
 Nine Months Ended September 30,
 20242023
Cash flows from operating activities:
Net income$1,084 $992 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization187 142 
Non-cash loss on early extinguishment of debt23 5 
Amortization of deferred financing costs and debt issuance discount19 21 
(Income) loss from equity method investments(69)19 
(Gain) loss on remeasurement of foreign denominated transactions15 (11)
Net (gains) losses on derivatives(140)(111)
Share-based compensation and non-cash incentive compensation expense124 141 
Deferred income taxes(16)(47)
Other4 19 
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable57 (86)
Inventories and prepaids and other current assets1 (49)
Accounts and drafts payable(45)(62)
Other accrued liabilities and gift card liability(171)(62)
Tenant inducements paid to franchisees(23)(15)
Other long-term assets and liabilities(28)24 
Net cash provided by operating activities1,022 920 
Cash flows from investing activities:
Payments for property and equipment(124)(73)
Net proceeds from disposal of assets, restaurant closures, and refranchisings17 23 
Payment for purchase of Carrols Restaurant Group, net of cash acquired(508)— 
Net payments for acquisition of franchised restaurants(30)— 
Settlement/sale of derivatives, net54 40 
Other investing activities, net(25)(1)
Net cash used for investing activities(616)(11)
Cash flows from financing activities:
Proceeds from long-term debt2,450 55 
Repayments of long-term debt and finance leases(2,164)(79)
Payment of financing costs(38)(43)
Payment of common share dividends and Partnership exchangeable unit distributions(767)(741)
Repurchase of common shares— (115)
Proceeds from stock option exercises71 52 
Proceeds from derivatives85 100 
Other financing activities, net(2)(3)
Net cash used for financing activities(365)(774)
Effect of exchange rates on cash and cash equivalents(4)(3)
Increase in cash and cash equivalents37 132 
Cash and cash equivalents at beginning of period1,139 1,178 
Cash and cash equivalents at end of period$1,176 $1,310 
Supplemental cash flow disclosures:
Interest paid$569 $544 
Income taxes paid$262 $184 
See accompanying notes to condensed consolidated financial statements.
9
Table of Contents
RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1. Description of Business and Organization
Restaurant Brands International Inc. (the “Company”, “RBI”, “we”, “us” or “our”) is a Canadian corporation that serves as the sole general partner of Restaurant Brands International Limited Partnership (“Partnership”). We franchise and operate quick service restaurants serving premium coffee and other beverage and food products under the Tim Hortons® brand (“Tim Hortons”), fast food hamburgers principally under the Burger King® brand (“Burger King”), chicken principally under the Popeyes® brand (“Popeyes”) and sandwiches under the Firehouse Subs® brand (“Firehouse”). We are one of the world’s largest quick service restaurant, or QSR, companies as measured by total number of restaurants. As of September 30, 2024, we franchised or owned 5,878 Tim Hortons restaurants, 19,509 Burger King restaurants, 4,817 Popeyes restaurants and 1,321 Firehouse Subs restaurants, for a total of 31,525 restaurants, and operate in more than 120 countries and territories. As of September 30, 2024, approximately 95% of current system-wide restaurants are franchised.
All references to “$” 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.
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 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 22, 2024.
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. Investments in other affiliates that are owned 50% or less where we have significant influence are accounted for by the equity method. All material intercompany balances and transactions have been eliminated in consolidation.
We are the sole general partner of Partnership and, as such we have 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, subject to the terms of the amended and restated limited partnership agreement of Partnership (the “partnership agreement”) and applicable laws. As a result, we consolidate the results of Partnership and record a noncontrolling interest in our condensed consolidated balance sheets and statements of operations with respect to the remaining economic interest in Partnership we do not hold.
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 accounts.
10
Table of Contents
Note 3. New Accounting Pronouncements
Segment Reporting – In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance that expands segment disclosures for public entities, including requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), the title and position of the CODM and an explanation of how the CODM uses reported measures of segment profit or loss in assessing segment performance and allocating resources. The new guidance also expands disclosures about a reportable segment’s profit or loss and assets in interim periods and clarifies that a public entity may report additional measures of segment profit if the CODM uses more than one measure of a segment’s profit or loss. The new guidance does not remove existing segment disclosure requirements or change how a public entity identifies its operating segments, aggregates those operating segments, or determines its reportable segments. The guidance is effective for annual disclosures for fiscal years beginning after December 15, 2023, and subsequent interim periods with early adoption permitted, and requires retrospective application to all prior periods presented in the financial statements. We are currently evaluating the impact this new guidance will have on our disclosures upon adoption.
Improvements to Income Tax Disclosures – In December 2023, the FASB issued guidance that expands income tax disclosures for public entities, including requiring enhanced disclosures related to the rate reconciliation and income taxes paid information. The guidance is effective for annual disclosures for fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance should be applied on a prospective basis, with retrospective application to all prior periods presented in the financial statements permitted. We are currently evaluating the impact this new guidance will have on our disclosures upon adoption and expect to provide additional detail and disclosures under this new guidance.


Note 4. Carrols Acquisition
Prior to May 16, 2024, we owned a 15% equity interest in Carrols Restaurant Group, Inc. (“Carrols”), which was accounted for as an equity method investment. On May 16, 2024, we acquired the remaining 85% of Carrols issued and outstanding shares that were not already held by us or our affiliates for $9.55 per share in an all cash transaction (the “Carrols Acquisition”) in order to accelerate the reimaging of more than 600 Carrols restaurants before refranchising the majority of the acquired portfolio to new or existing smaller franchise operations. The Carrols Acquisition was accounted for as a business combination by applying the acquisition method of accounting and Carrols became our wholly owned consolidated subsidiary.
The acquisition of the 85% equity interest of Carrols was accounted for as a step acquisition, which required remeasurement of our existing 15% ownership interest in Carrols to fair value. We utilized the $9.55 per share acquisition price to determine the fair value of the existing equity interest. This resulted in an increase in the value of our existing 15% equity interest and the recognition of a gain of $79 million (the “Step Acquisition Gain”), which is included in (Income) loss from equity method investments in our condensed consolidated statements of operations for the nine months ended September 30, 2024.
Total cash paid in connection with the Carrols Acquisition was $543 million. Additionally, in connection with the Carrols Acquisition, we assumed approximately $431 million of outstanding debt, all of which was fully extinguished as of June 30, 2024. The cash purchase price and extinguishment of debt assumed in the Carrols Acquisition was funded with a combination of cash on hand and $750 million of incremental borrowings under our senior secured term loan facility.
The following table summarizes the purchase price consideration in connection with the Carrols Acquisition (in millions):
Total cash paid$543 
Effective settlement of pre-existing balance sheet accounts (a)15 
Fair value of existing 15% equity interest
90 
Total consideration$648 
(a)Effective settlement of pre-existing balances with Carrols related to franchise and lease agreements prior to the date of acquisition.
Fees and expenses related to the Carrols Acquisition and related financings totaled approximately $11 million during the nine months ended September 30, 2024, consisting of professional fees and compensation related expenses which are classified as general and administrative expenses in the accompanying condensed consolidated statements of operations (the “Carrols Acquisition Costs”).
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During the three months ended September 30, 2024, we adjusted our preliminary estimate of the fair value of net assets acquired. The preliminary allocation of consideration to the net tangible and intangible assets acquired is presented in the table below (in millions):
May 16, 2024
Total current assets$81 
Property and equipment292 
Reacquired franchise rights385 
Operating lease assets711 
Other assets14 
Accounts and drafts payable(18)
Other accrued liabilities(145)
Current portion of long-term debt and finance leases(434)
Finance leases, net of current portion(9)
Operating lease liabilities, net of current portion(684)
Other liabilities(10)
Total identifiable net assets183 
Goodwill465 
Total consideration$648 
The adjustments to the preliminary estimate of net assets acquired did not result in a change to the estimated goodwill. Below are the most significant changes to the preliminary estimates of fair values and allocation of purchase price (in millions):
Increase (Decrease) in Goodwill
Change in:
Reacquired franchise rights$(14)
Operating lease assets14 
Accounts and drafts payable6 
Other accrued liabilities(6)
Total change in goodwill$— 
The purchase price allocation reflects preliminary fair value estimates based on management's analysis, including preliminary work performed by third-party valuation specialists. During the measurement period, we will continue to obtain information to assist in determining the fair value of net assets acquired.
Reacquired franchise rights, which represent the fair value of reacquired franchise agreements determined using the excess earnings method, are amortized over the remaining term of the reacquired franchise agreement and have an estimated weighted average remaining term of 12 years.
Goodwill is considered to represent the value associated with the workforce and synergies anticipated to be realized as a combined company. Goodwill will be allocated to reporting units when the purchase price allocation is finalized during the measurement period.
Total revenues of Carrols from the acquisition date of May 16, 2024 through September 30, 2024, which have been included within Company restaurant sales in our condensed consolidated financial statements, totaled $705 million.
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Supplemental Pro Forma Information
The following table presents unaudited supplemental pro forma consolidated revenue for the three and nine months ended September 30, 2024 and 2023, as if the Carrols Acquisition had occurred on January 1, 2023 (in millions):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Total revenues$2,291 $2,264 $6,726 $6,464 
The unaudited supplemental pro forma consolidated revenue gives effect to actual revenues prior to the Carrols Acquisition, adjusted to exclude the elimination of intercompany transactions. Other than the impact of the Step Acquisition Gain and Carrols Acquisition Costs (as discussed above), supplemental pro forma net earnings, assuming the Carrols Acquisition had occurred on January 1, 2023, would not be materially different from the results reported during the three and nine months ended September 30, 2024 and 2023.
The unaudited pro forma information has been prepared for comparative purposes only, in accordance with the acquisition method of accounting, and is not necessarily indicative of the results of operations that would have occurred if the Carrols Acquisition had been completed on the date indicated, nor is it indicative of our future operating results.

Note 5. Leases
Property revenues consist primarily of lease income from operating leases and earned income on direct financing leases and sales-type leases with franchisees as follows (in millions):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Lease income - operating leases
Minimum lease payments$92 $95 $278 $290 
Variable lease payments119 122 349 337 
Amortization of favorable and unfavorable income lease contracts, net— — 1 1 
Subtotal - lease income from operating leases211 217 628 628 
Earned income on direct financing and sales-type leases1 4 3 9 
Total property revenues$212 $221 $631 $637 

Note 6. Revenue Recognition
Contract Liabilities
Contract liabilities consist of deferred revenue resulting from initial and renewal franchise fees paid by franchisees, as well as upfront fees paid by master franchisees, which are generally recognized on a straight-line basis over the term of the underlying agreement. We may recognize unamortized franchise fees and 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 on a consolidated basis between December 31, 2023 and September 30, 2024 (in millions):
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Contract Liabilities
Balance at December 31, 2023$555 
Recognized during period and included in the contract liability balance at the beginning of the year(34)
Increase, excluding amounts recognized as revenue during the period23 
Effective settlement of pre-existing contract liabilities in connection with Carrols Acquisition(22)
Impact of foreign currency translation1 
Balance at September 30, 2024$523 
The following table illustrates estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) on a consolidated basis as of September 30, 2024 (in millions):
Contract liabilities expected to be recognized in
Remainder of 2024$14 
202554 
202651 
202747 
202844 
Thereafter313 
Total$523 

Disaggregation of Total Revenues
As described in Note 17, Segment Reporting, during the fourth quarter of 2023, we revised our internal reporting structure, which resulted in a change to our operating and reportable segments. Additionally, following the Carrols Acquisition and PLK China Acquisition (as defined below), we are reporting the operations of Burger King restaurants acquired as part of the Carrols Acquisition and the operations of PLK China restaurants in a new operating and reportable segment called Restaurant Holdings (“RH”) from the respective date of acquisition.
The following tables disaggregate revenue by segment (in millions):
Three Months Ended September 30, 2024
THBKPLKFHSINTLRHELIM (a)Total
Supply chain sales$699 $— $— $— $— $— $— $699 
Company restaurant sales12 60 44 10 — 441 — 567 
Royalties87 123 73 17 211 — (20)491 
Property revenues162 55 3 — 1 — (9)212 
Franchise fees and other revenue6 2 3 10 11 — — 32 
Advertising revenues and other services78 122 72 16 20 — (18)290 
Total revenues$1,044 $362 $195 $53 $243 $441 $(47)$2,291 
(a)Represents elimination of intersegment revenues that consists of royalties, property and advertising and other services revenue recognized by BK and INTL from intersegment transactions with RH.

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Nine Months Ended September 30, 2024
THBKPLKFHSINTLRHELIM (a)Total
Supply chain sales$2,008 $— $— $— $— $— $— $2,008 
Company restaurant sales34 181 100 30 — 671 — 1,016 
Royalties250 361 224 53 599 — (30)1,457 
Property revenues469 163 10 — 2 — (13)631 
Franchise fees and other revenue26 8 10 26 36 — — 106 
Advertising revenues and other services226 363 223 47 61 — (28)892 
Total revenues$3,013 $1,076 $567 $156 $698 $671 $(71)$6,110 

Three Months Ended September 30, 2023
THBKPLKFHSINTLTotal
Supply chain sales$706 $— $— $— $— $706 
Company restaurant sales12 20 23 10 — 65 
Royalties87 124 75 17 200 503 
Property revenues161 57 3 — — 221 
Franchise fees and other revenue6 3 1 9 10 29 
Advertising revenues and other services81 124 75 15 18 313 
Total revenues$1,053 $328 $177 $51 $228 $1,837 

Nine Months Ended September 30, 2023
THBKPLKFHSINTLTotal
Supply chain sales$1,989 $— $— $— $— $1,989 
Company restaurant sales35 63 66 30 — 194 
Royalties241 362 216 52 565 1,436 
Property revenues456 170 10 — 1 637 
Franchise fees and other revenue17 10 8 21 34 90 
Advertising revenues and other services216 347 210 33 50 856 
Total revenues$2,954 $952 $510 $136 $650 $5,202 
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Note 7. Earnings per Share
An economic interest in Partnership common equity is held by the holders of Class B exchangeable limited partnership units (the “Partnership exchangeable units”), which is reflected as a noncontrolling interest in our equity. See Note 13, Shareholders’ Equity.
Basic and diluted earnings per share is computed using the weighted average number of shares outstanding for the period. We apply the treasury stock method to determine the dilutive weighted average common shares represented by outstanding equity awards, unless the effect of their inclusion is anti-dilutive. The diluted earnings per share calculation assumes conversion of 100% of the Partnership exchangeable units under the “if converted” method. Accordingly, the numerator is also adjusted to include the earnings allocated to the holders of noncontrolling interests.

The following table summarizes the basic and diluted earnings per share calculations (in millions, except per share amounts):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Numerator:
Net income attributable to common shareholders - basic$252 $252 $762 $682 
Add: Net income attributable to noncontrolling interests104 111 320 307 
Net income available to common shareholders and noncontrolling interests - diluted$356 $363 $1,082 $989 
Denominator:
Weighted average common shares - basic319 314 317 312 
Exchange of noncontrolling interests for common shares (Note 13)131 139 133 141 
Effect of other dilutive securities4 6 3 5 
Weighted average common shares - diluted454 459 453 458 
Basic earnings per share (a)$0.79 $0.80 $2.41 $2.19 
Diluted earnings per share (a)$0.79 $0.79 $2.39 $2.16 
Anti-dilutive securities outstanding5 6 5 6 
(a) Earnings per share may not recalculate exactly as it is calculated based on unrounded numbers.
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Note 8. Intangible Assets, net and Goodwill
Intangible assets, net and goodwill consist of the following (in millions):

As of
September 30, 2024December 31, 2023
GrossAccumulated AmortizationNetGrossAccumulated AmortizationNet
Identifiable assets subject to amortization:
   Franchise agreements$725 $(371)$354 $727 $(348)$379 
   Reacquired franchise rights396 (14)382 — — — 
   Favorable leases80 (57)23 81 (54)27 
      Subtotal1,201 (442)759 808 (402)406 
Indefinite-lived intangible assets:
   Tim Hortons brand
$6,305 $— $6,305 $6,423 $— $6,423 
   Burger King brand
2,112 — 2,112 2,107 — 2,107 
   Popeyes brand
1,355 — 1,355 1,355 — 1,355 
   Firehouse Subs brand
816 — 816 816 — 816 
      Subtotal10,588 — 10,588 10,701 — 10,701 
Intangible assets, net$11,347 $11,107 
Goodwill:
TH segment$4,045 $4,118 
BK segment239 232 
PLK segment844 844 
FHS segment194 193 
INTL segment389 388 
RH segment476 — 
      Total$6,187 $5,775 
Amortization expense on intangible assets totaled $19 million and $9 million for the three months ended September 30, 2024 and 2023, respectively. Amortization expense on intangible assets totaled $41 million and $28 million for the nine months ended September 30, 2024 and 2023, respectively. The changes in reacquired franchise rights and goodwill balances during the nine months ended September 30, 2024 was primarily due to the Carrols Acquisition. Refer to Note 4, Carrols Acquisition, for a description of goodwill and intangible assets recognized in connection with the Carrols Acquisition. Additionally, the changes in intangible assets and goodwill balances also reflect the impact of foreign currency translation during the nine months ended September 30, 2024.

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Note 9. Equity Method Investments
As discussed in Note 4, Carrols Acquisition, prior to May 16, 2024, we owned a 15% equity interest in Carrols, which was accounted for as an equity method investment. In connection with the Carrols Acquisition, we acquired the remaining 85% equity interest in Carrols, resulting in the Step Acquisition Gain. As a result of the Carrols Acquisition, Carrols became a wholly owned consolidated subsidiary beginning on May 16, 2024.
The aggregate carrying amounts of our equity method investments were $123 million and $163 million as of September 30, 2024 and December 31, 2023, respectively, and are included as a component of Other assets, net in our accompanying condensed consolidated balance sheets.
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 9.4% equity interest in Zamp S.A. (formerly BK Brasil Operação e Assessoria a Restaurantes S.A.) based on the quoted market price on September 30, 2024 was approximately $12 million. The aggregate market value of our 4.2% equity interest in TH International Limited (“Tims China”) based on the quoted market price on September 30, 2024 was approximately $6 million.
We have equity interests in entities that own or franchise Tim Hortons, Burger King and Popeyes restaurants. Revenues recognized from franchisees that are owned or franchised by entities in which we have an equity interest, including Carrols through May 15, 2024, consist of the following (in millions):

Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Revenues from affiliates:
Royalties$88 $106 $284 $301 
Advertising revenues and other services2 21 33 59 
Property revenues— 6 13 24 
Franchise fees and other revenue5 6 16 15 
Sales4 4 13 14 
Total$99 $143 $359 $413 
At September 30, 2024 and December 31, 2023, we had $47 million and $61 million, respectively, of accounts receivable, net from our equity method investments which were recorded in Accounts and notes receivable, net in our condensed consolidated balance sheets.
With respect to our Tim Hortons 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 $4 million during each of the three months ended September 30, 2024 and 2023. Distributions received from this joint venture were $11 million and $9 million during the nine months ended September 30, 2024 and 2023, respectively.
Associated with the TIMWEN Partnership, we recognized $6 million and $5 million of rent expense during the three months ended September 30, 2024 and 2023, respectively, and we recognized $16 million and $15 million of rent expense during the nine months ended September 30, 2024 and 2023, respectively.
(Income) loss from equity method investments reflects our share of investee net income or loss as well as gains or losses from changes in our ownership interests in equity investees.
In June 2024, we acquired the Popeyes China (“PLK China”) business from Tims China (“the PLK China Acquisition”). In addition, Tims China issued us a $20 million three-year convertible note due June 28, 2027 and a $5 million three-year convertible note due August 15, 2027, which are included within other assets, net in the condensed consolidated balance sheets as of September 30, 2024.

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Note 10. Other Accrued Liabilities and Other Liabilities, net
Other accrued liabilities (current) and Other liabilities, net (noncurrent) consist of the following (in millions):
As of
September 30,
2024		December 31,
2023
Current:
Dividend payable$261 $245 
Interest payable96 67 
Accrued compensation and benefits132 147 
Taxes payable204 129 
Deferred income86 77 
Accrued advertising expenses48 58 
Restructuring and other provisions17 18 
Current portion of operating lease liabilities196 147 
Other118 117 
Other accrued liabilities$1,158 $1,005 
Noncurrent:
Taxes payable$60 $57 
Contract liabilities523 555 
Derivatives liabilities195 227 
Unfavorable leases34 42 
Accrued pension33 34 
Deferred income58 57 
Other28 24 
Other liabilities, net$931 $996 

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Note 11. Long-Term Debt
Long-term debt consists of the following (in millions):
As of
September 30,
2024		December 31,
2023
Term Loan B$4,738 $5,175 
Term Loan A1,275 1,275 
5.75% First Lien Senior Notes due 2025
— 500 
3.875% First Lien Senior Notes due 2028
1,550 1,550 
3.50% First Lien Senior Notes due 2029
750 750 
6.125% First Lien Senior Notes due 2029
1,200 — 
5.625% First Lien Senior Notes due 2029
500 — 
4.375% Second Lien Senior Notes due 2028
750 750 
4.00% Second Lien Senior Notes due 2030
2,900 2,900 
TH Facility and other120 143 
Less: unamortized deferred financing costs and deferred issue discount(124)(122)
Total debt, net13,659 12,921 
    Less: current maturities of debt(88)(67)
Total long-term debt$13,571 $12,854 
Credit Facilities
On May 16, 2024, two of our subsidiaries (the “Borrowers”) entered into a sixth incremental facility amendment and a ninth amendment (the “First 2024 Amendment”) to the credit agreement governing our senior secured term loan A facility (the “Term Loan A”), our senior secured term loan B facility (the “Term Loan B” and together with the Term Loan A the “Term Loan Facilities”) and our $1,250 million senior secured revolving credit facility (including revolving loans, swingline loans and letters of credit) (the “Revolving Credit Facility” and together with the Term Loan Facilities, the “Credit Facilities”). The First 2024 Amendment increased the existing Term Loan B by $750 million to $5,912 million on the same terms as the existing Term Loan B. The First 2024 Amendment also amended the interest rate applicable to the Canadian dollar loans under the credit agreement to be based on Term Canadian Overnight Repo Rate Average (“CORRA”). The security and guarantees under the amended Credit Agreement are the same as those under the existing facilities. The First 2024 Amendment made no other material changes to the terms of the Credit Agreement. The proceeds from the increase in the Term Loan B were used, along with cash on hand, to complete the Carrols Acquisition, the repayment of amounts outstanding under the Carrols' credit agreement and the redemption and discharge of Carrols' outstanding senior notes.
On June 17, 2024, the Borrowers entered into a tenth amendment to the credit agreement governing our Credit Facilities (the “Second 2024 Amendment”). The Second 2024 Amendment repriced our Term Loan B from an interest rate equal to the Adjusted Term SOFR plus 2.25% to an interest rate equal to the Adjusted Term SOFR Rate plus 1.75% and reduced the outstanding principal amount of the Term Loan B facility from $5,912 million to $4,750 million using a portion of the net proceeds from the issuance of the 6.125% First Lien Senior Notes due 2029 (defined below). There were no changes to the maturity of the Term Loan B following this repricing and all other terms are substantially unchanged. In connection with the First 2024 Amendment and the Second 2024 Amendment, we capitalized approximately $24 million in debt issuance costs and recorded a $32 million loss on early extinguishment of debt that primarily reflects expensing of fees and the write-off of unamortized debt issuance costs.
Revolving Credit Facility
As of September 30, 2024, we had no amounts outstanding under our Revolving Credit Facility, had $3 million of letters of credit issued against the Revolving Credit Facility, and our borrowing availability under our Revolving Credit Facility was $1,247 million. Funds available under the Revolving Credit Facility may be used to repay other debt, finance debt or equity 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.
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6.125% First Lien Senior Notes due 2029
On June 17, 2024, the Borrowers entered into an indenture (the “6.125% First Lien Senior Notes Indenture”) in connection with the issuance of $1,200 million of 6.125% first lien senior notes due June 15, 2029 (the “6.125% First Lien Senior Notes due 2029”). No principal payments are due until maturity and interest is paid semi-annually. The net proceeds from the offering of the 6.125% First Lien Senior Notes due 2029 were used to refinance a portion of the Term Loan B, pay related fees and expenses and for general corporate purposes. In connection with the issuance of the 6.125% First Lien Senior Notes due 2029, we capitalized approximately $13 million in debt issuance costs.
Obligations under the 6.125% First Lien Senior Notes due 2029 are guaranteed on a senior secured basis, jointly and severally, by Partnership and substantially all of its Canadian and U.S. subsidiaries, including The TDL Group Corp., Burger King Company LLC, Popeyes Louisiana Kitchen, Inc., FRG, LLC and substantially all of their respective Canadian and U.S. subsidiaries (the “Note Guarantors”). The 6.125% First Lien Senior Notes due 2029 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 under our Credit Facilities.
Our 6.125% First Lien Senior Notes due 2029 may be redeemed in whole or in part, on or after June 15, 2026 at the redemption prices set forth in the 6.125% First Lien Senior Notes Indenture, plus accrued and unpaid interest, if any, at the date of redemption. The 6.125% First Lien Senior Notes Indenture also contains optional redemption provisions related to tender offers, change of control and equity offerings, among others.
5.625% First Lien Senior Notes due 2029
On September 13, 2024, the Borrowers entered into an indenture (the “5.625% First Lien Senior Notes Indenture”) in connection with the issuance of $500 million of 5.625% first lien senior notes due September 15, 2029 (the “5.625% First Lien Senior Notes due 2029”). No principal payments are due until maturity and interest is paid semi-annually. The net proceeds from the offering of the 5.625% First Lien Senior Notes due 2029, together with cash on hand, were used to redeem in full our outstanding 5.75% first lien senior notes due 2025 and pay related fees and expenses. In connection with the issuance of the 5.625% First Lien Senior Notes due 2029, we capitalized approximately $5 million in debt issuance costs. In connection with the full redemption of our outstanding 5.75% first lien senior notes due 2025, we recorded a $1 million loss on early extinguishment of debt that primarily reflects expensing of fees and the write-off of unamortized debt issuance costs.
Obligations under the 5.625% First Lien Senior Notes due 2029 are guaranteed on a senior secured basis, jointly and severally, by the Note Guarantors. The 5.625% First Lien Senior Notes due 2029 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 under our Credit Facilities.
Our 5.625% First Lien Senior Notes due 2029 may be redeemed in whole or in part, on or after September 15, 2026 at the redemption prices set forth in the 5.625% First Lien Senior Notes Indenture, plus accrued and unpaid interest, if any, at the date of redemption. The 5.625% First Lien Senior Notes Indenture also contains optional redemption provisions related to tender offers, change of control and equity offerings, among others.
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”). Prior to June 30, 2024, the interest rate applicable to the TH Facility was 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. Beginning July 1, 2024, the interest rate applicable to the TH Facility is the Adjusted Term CORRA 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 three of our subsidiaries, and amounts borrowed under the TH Facility are secured by certain parcels of real estate. As of September 30, 2024, we had approximately C$160 million outstanding under the TH Facility with a weighted average interest rate of 6.07%.
Restrictions and Covenants
As of September 30, 2024, we were in compliance with all applicable financial debt covenants under our 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
September 30,
2024		December 31,
2023
Fair value of our variable term debt and senior notes$13,302 $12,401 
Principal carrying amount of our variable term debt and senior notes13,663 12,900 
Interest Expense, net
Interest expense, net consists of the following (in millions):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Debt (a)$145 $144 $438 $424 
Finance lease obligations4 5 14 14 
Amortization of deferred financing costs and debt issuance discount7 7 19 21 
Interest income(9)(13)(29)(29)
    Interest expense, net$147 $143 $442 $430 
(a)Amount includes $12 million and $16 million benefit during the three months ended September 30, 2024 and 2023, respectively, and $35 million and $47 million benefit during the nine months ended September 30, 2024 and 2023, respectively, related to the quarterly net settlements of our cross-currency rate swaps and amortization of the Excluded Component as defined in Note 14, Derivative Instruments.
Note 12. Income Taxes
Our effective tax rate was 16.7% and 17.2% for the three and nine months ended September 30, 2024, respectively. The effective tax rate during these periods was primarily the result of the mix of income from multiple tax jurisdictions, the impact of internal financing arrangements, the impact of the Carrols Acquisition, and equity-based compensation.
Our effective tax rate was 14.0% and 12.8% for the three and nine months ended September 30, 2023, respectively. The effective tax rate during these periods reflects the mix of income from multiple tax jurisdictions, the impact of internal financing arrangements, and a favorable structural change that benefited 2023.
On June 20, 2024, Canada enacted significant tax legislation including the introduction of the excessive interest and financing expenses limitation (“EIFEL”) as well as a 2% tax on certain share buy backs. The EIFEL rules are applicable for the current fiscal year, while the tax on share buy backs applies to certain share repurchases on or after January 1, 2024. As a result, we expect to have restricted interest and financing tax deductions which will increase our cash taxes but can be carried forward indefinitely.
Note 13. Shareholders’ Equity
Noncontrolling Interests
The holders of Partnership exchangeable units held an economic interest of approximately 28.2% and 29.9% in Partnership common equity through the ownership of 127,048,577 and 133,597,764 Partnership exchangeable units as of September 30, 2024 and December 31, 2023, respectively.
During the nine months ended September 30, 2024, Partnership exchanged 6,549,187 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. In connection with an amendment to the partnership agreement, Partnership exchangeable units exchanged for RBI common shares subsequent to December 31, 2023 also result in the issuance of additional Partnership Class A common units to
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RBI in an amount equal to the number of RBI common shares exchanged. The exchanges represented increases in our ownership interest in Partnership and were accounted for as equity transactions, with no gain or loss recorded in the accompanying condensed consolidated statements of operations. 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.
Share Repurchases
On August 31, 2023, our Board of Directors approved a share repurchase program that allows us to purchase up to $1,000 million of our common shares until September 30, 2025. For the three and nine months ended September 30, 2024, we did not repurchase any of our common shares and as of September 30, 2024 had $500 million remaining under the authorization.
Accumulated Other Comprehensive Income (Loss)
The following table displays the changes in the components of accumulated other comprehensive income (loss) (“AOCI”) (in millions):
DerivativesPensionsForeign Currency TranslationAccumulated Other Comprehensive Income (Loss)
Balance at December 31, 2023$480 $(13)$(1,173)$(706)
Foreign currency translation adjustment— — (167)(167)
Net change in fair value of derivatives, net of tax55 — — 55 
Amounts reclassified to earnings of cash flow hedges, net of tax(77)— — (77)
Gain (loss) recognized on other, net of tax— (4)— (4)
Amounts attributable to noncontrolling interests15 1 25 41 
Balance at September 30, 2024$473 $(16)$(1,315)$(858)
Note 14. Derivative Instruments
Disclosures about Derivative Instruments and Hedging Activities
We enter into derivative instruments for risk management purposes, including derivatives designated as cash flow hedges and derivatives designated as net investment hedges. We use derivatives to manage our exposure to fluctuations in interest rates and currency exchange rates.
Interest Rate Swaps
At September 30, 2024, 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 Term Loan Facilities, including any subsequent refinancing or replacement of the Term Loan Facilities, beginning August 31, 2021 through the termination date of October 31, 2028. Additionally, at September 30, 2024, 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. Following the discontinuance of the U.S. dollar LIBOR after June 30, 2023, the interest rate on all these interest rate swaps transitioned from LIBOR to SOFR, with no impact to hedge effectiveness and no change in accounting treatment as a result of applicable accounting relief guidance for the transition away from LIBOR. 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, net of tax, and reclassified into interest expense during the period in which the hedged forecasted transaction affects earnings.
In connection with the Carrols Acquisition, we assumed a receive-variable, pay-fixed interest rate swap utilizing SOFR as the benchmark interest rate with a total notional value of $120 million to hedge the variability in the interest payments on a portion of our Term Loan Facilities, including any subsequent refinancing or replacement of the Term Loan Facilities, through the termination date of February 28, 2025. This interest rate swap is designated as a cash flow hedge for hedge accounting and the unrealized changes in market value are recorded in AOCI, net of tax, and reclassified into interest expense during the period in which the hedged forecasted transaction affects earnings.
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At September 30, 2024, the net amount of pre-tax gains that we expect to be reclassified from AOCI into interest expense within the next 12 months is $81 million.
Cross-Currency Rate Swaps
To protect the value of our investments in our foreign operations against adverse changes in foreign currency exchange rates, we hedge a portion of our net investment in one or more of our foreign subsidiaries by using cross-currency rate swaps. At September 30, 2024, 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, 2024, we had outstanding cross-currency rate swaps that we entered into during 2022 to partially hedge the net investment in our Canadian subsidiaries. At inception, these cross-currency rate swaps were designated and continue to be hedges and are accounted for as net investment hedges. These swaps are contracts in which we receive quarterly fixed-rate interest payments on the U.S. dollar notional amount of $5,000 million through the maturity date of September 30, 2028.
At September 30, 2024, we had outstanding cross-currency rate swap contracts between the euro and U.S. dollar in which we receive quarterly fixed-rate interest payments on the U.S. dollar aggregate amount of $2,750 million, of which $1,400 million have a maturity date of October 31, 2026, $1,200 million have a maturity date of November 30, 2028, and $150 million have a maturity date of October 31, 2028. At inception, these cross-currency rate swaps were designated and continue to be hedges and are accounted for as net investment hedges.
During 2023, we settled our previously existing cross-currency rate swaps in which we paid 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 and an original maturity date of February 17, 2024. During 2023, we also settled our previously existing cross-currency rate swap contracts between the euro and U.S. dollar with a notional value of $900 million and an original maturity date of February 17, 2024.
In connection with the cross-currency rate swaps hedging Canadian dollar and euro net investments, we utilize the spot method to exclude the interest component (the “Excluded Component”) from the accounting hedge without affecting net investment hedge accounting and 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 statements 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, 2024, 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 $177 million with maturities to November 17, 2025. We have designated these instruments as cash flow hedges, and as such, the unrealized changes in market value of effective hedges are recorded in AOCI and are reclassified into earnings during the period in which the hedged forecasted transaction affects earnings.
Credit Risk
By entering into derivative contracts, we are exposed to counterparty credit risk. Counterparty credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is in an asset position, the counterparty has a liability to us, which creates credit risk for us. We attempt to minimize this risk by selecting counterparties with investment grade credit ratings and regularly monitoring our market position with each counterparty.
Credit-Risk Related Contingent Features
Our derivative instruments do not contain any credit-risk related contingent features.
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Quantitative Disclosures about Derivative Instruments and Fair Value Measurements
The following tables present the required quantitative disclosures for our derivative instruments, including their estimated fair values (all estimated using Level 2 inputs) and their location on our condensed consolidated balance sheets (in millions):
Gain or (Loss) Recognized in Other Comprehensive Income (Loss)
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Derivatives designated as cash flow hedges(1)
Interest rate swaps$(108)$91 $19 $154 
Forward-currency contracts$(2)$6 $3 $2 
Derivatives designated as net investment hedges
Cross-currency rate swaps$(123)$178 $31 $55 
(1) We did not exclude any components from the cash flow hedge relationships presented in this table.
Location of Gain or (Loss) Reclassified from AOCI into EarningsGain or (Loss) Reclassified from
AOCI into Earnings
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Derivatives designated as cash flow hedges
Interest rate swapsInterest expense, net$38 $23 $104 $58 
Forward-currency contractsSupply chain cost of sales$1 $— $2 $6 
Location of Gain or (Loss) Recognized in EarningsGain or (Loss) Recognized in Earnings
(Amount Excluded from Effectiveness Testing)
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Derivatives designated as net investment hedges
Cross-currency rate swapsInterest expense, net$12 $16 $35 $47 
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Fair Value as of
September 30,
2024		December 31, 2023Balance Sheet Location
Assets:
Derivatives designated as cash flow hedges
Interest rate$109 $190 Other assets, net
Interest rate2 — Prepaids and other current assets
Derivatives designated as net investment hedges
Foreign currency7 7 Other assets, net
Total assets at fair value$118 $197 
Liabilities:
Derivatives designated as cash flow hedges
Foreign currency$1 $2 Other accrued liabilities
Derivatives designated as net investment hedges
Foreign currency195 227 Other liabilities, net
Total liabilities at fair value$196 $229 


Note 15. Other Operating Expenses (Income), net
Other operating expenses (income), net consists of the following (in millions):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Net losses (gains) on disposal of assets, restaurant closures, and refranchisings$(4)$30 $6 $19 
Litigation settlements (gains) and reserves, net1 1 2 (1)
Net losses (gains) on foreign exchange44 (18)15 (11)
Other, net1 (3)8 13 
     Other operating expenses (income), net$42 $10 $31 $20 
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. The amount for the three and nine months ended September 30, 2023 includes asset write-offs and related costs in connection with the discontinuance of an internally developed software project.
Net losses (gains) on foreign exchange is primarily related to revaluation of foreign denominated assets and liabilities, primarily those denominated in euros and Canadian dollars.
Other, net for the nine months ended September 30, 2023 is primarily related to payments in connection with FHS area representative buyouts.


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Note 16. Commitments and Contingencies
Litigation
From time to time, we are involved in legal proceedings arising in the ordinary course of business relating to matters including, but not limited to, disputes with franchisees, suppliers, employees and customers, as well as disputes over our intellectual property.
On October 5, 2018, a class action complaint was filed against Burger King Worldwide, Inc. (“BKW”) and Burger King Company, successor in interest, (“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 Munster, 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 appealed this ruling. In August 2022, the federal appellate court reversed the lower court's decision to dismiss the case and remanded the case to the lower court for further proceedings. While we intend to vigorously defend these claims, we are unable to predict the ultimate outcome of this case or estimate the range of possible loss, if any.
On April 23, 2024, a purported shareholder of Carrols Restaurant Group, Inc. (“CRG”), filed a complaint against CRG, its directors, RBI and BK Cheshire Corp. (our wholly-owned merger subsidiary) in the Supreme Court of the State of New York County of Westchester. The complaint alleged various breaches under Delaware law of fiduciary duties by the CRG directors and disclosure obligations by CRG with respect to the Agreement and Plan of Merger, dated as of January 16, 2024 among RBI, BK Cheshire Corp. and CRG (the “Merger Agreement”). In addition, the complaint alleged that RBI aided and abetted these breaches through its actions in negotiating the transaction and assistance in the dissemination of proxy statement related to the stockholder approval of the Merger Agreement. The complaint sought, among other things, to enjoin the stockholder vote to approve the Merger Agreement and/or the consummation of the sale pending resolution of the complaint as well as compensatory and/or rescissory damages and fees and expenses. The parties have settled this case and we paid an amount which was not material.
On October 7, 2024, purported former shareholders of CRG filed a complaint in the Court of Chancery of the State of Delaware against RBI and two individuals that were on the board of CRG. The complaint alleges claims for breach of fiduciary duty by RBI, as a purported controlling shareholder of CRG, and unjust enrichment by RBI in connection with the acquisition of CRG, as well as claims for breaches of fiduciary duty by the two individual directors. The complaint generally alleges that RBI coerced CRG into the transaction, and that the two directors failed to disclose that their interests differed from the interests of other CRG shareholders, and that the two directors were not independent from RBI. The complaint seeks equitable relief, damages and fees and expenses. We intend to vigorously defend these claims, however, we are unable to predict the ultimate outcome of this case or estimate the range of possible loss, if any.

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Note 17. Segment Reporting
As stated in Note 1, Description of Business and Organization, we manage four brands: Tim Hortons, Burger King, Popeyes and Firehouse Subs. During the second quarter of 2024, we completed the Carrols Acquisition and PLK China Acquisition. As a result, our consolidated statements of operations for the three and nine months ended September 30, 2024 include Carrols and PLK China results from the respective date of acquisition.
During the fourth quarter of 2023, we revised our internal reporting structure, which resulted in a change to our operating and reportable segments. Additionally, following the Carrols Acquisition and the PLK China Acquisition, we established a new operating and reportable segment to reflect the manner in which our chief operating decision maker (“CODM”) manages and assesses performance of our segments. As a result, beginning in the second quarter of 2024, we are reporting results under six operating and reportable segments consisting of the following:
1.Tim Hortons – operations of our Tim Hortons brand in Canada and the U.S. (“TH”);
2.Burger King – operations of our Burger King brand in the U.S. and Canada, excluding results of Burger King restaurants acquired as part of the Carrols Acquisition, included in our RH segment (defined below) (“BK”);
3.Popeyes Louisiana Kitchen – operations of our Popeyes brand in the U.S. and Canada (“PLK”);
4.Firehouse Subs – operations of our Firehouse Subs brand in the U.S. and Canada (“FHS”);
5.International – operations of each of our brands outside the U.S. and Canada, excluding results of PLK China restaurants included in our RH segment (“INTL”); and
6.Restaurant Holdings – operations of Burger King restaurants acquired as part of the Carrols Acquisition and the operations of PLK China restaurants (“RH”).
Prior year amounts presented have been reclassified to conform to this new segment presentation with no effect on previously reported consolidated results.
The following tables present revenues, by segment and by country (in millions):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Revenues by operating segment:
     TH$1,044 $1,053 $3,013 $2,954 
     BK362 328 1,076 952 
     PLK195 177 567 510 
     FHS53 51 156 136 
     INTL243 228 698 650 
RH441 — 671 — 
Elimination of intersegment revenues (a)(47)— (71)— 
Total revenues$2,291 $1,837 $6,110 $5,202 
(a)Consists of BK and INTL royalties, property revenues, advertising contribution revenues and tech fees from intersegment transactions with RH.
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Revenues by country (b):
     Canada$955 $964 $2,756 $2,703 
     United States1,092 645 2,655 1,849 
     Other244 228 699 650 
Total revenues$2,291 $1,837 $6,110 $5,202 
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(b)Only Canada and the United States represented 10% or more of our total revenues in each period presented.
Our measure of segment income is Adjusted Operating Income which represents income from operations adjusted to exclude (i) franchise agreement and reacquired franchise right intangible asset amortization as a result of acquisition accounting, (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, income/expenses from non-recurring projects and non-operating activities included (i) non-recurring fees and expenses incurred in connection with the Carrols Acquisition and the PLK China Acquisition consisting primarily of professional fees, compensation related expenses and integration costs (“RH Transaction costs”); (ii) non-recurring fees and expense incurred in connection with the acquisition of Firehouse consisting primarily of professional fees, compensation-related expenses and integration costs (“FHS Transaction costs”); and (iii) non-operating costs from professional advisory and consulting services associated with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movements as well as services related to significant tax reform legislation and regulations (“Corporate restructuring and advisory fees”).
Adjusted Operating Income is used by management to measure operating performance of the business, excluding these non-cash and other specifically identified items that management believes are not relevant to management’s assessment of our operating performance. A reconciliation of segment income to net income consists of the following (in millions):

Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Segment income:
     TH$284 $269 $777 $727 
     BK112 111 332 317 
     PLK62 58 182 165 
     FHS12 10 35 30 
INTL166 161 468 452 
RH16 — 30 — 
          Adjusted Operating Income652 609 1,824 1,691 
Franchise agreement and reacquired franchise rights amortization19 7 38 23 
RH Transaction costs4 — 17 — 
FHS Transaction costs— — — 19 
Corporate restructuring and advisory fees3 5 11 17 
Impact of equity method investments (a)7 5 (57)29 
Other operating expenses (income), net42 10 31 20 
          Income from operations577 582 1,784 1,583 
Interest expense, net147 143 442 430 
Loss on early extinguishment of debt1 16 33 16 
Income tax expense72 59 225 145 
          Net income$357 $364 $1,084 $992 
(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 18. Supplier Finance Programs
Our TH business includes individually negotiated contracts with suppliers, which include payment terms that range up to 120 days. A global financial institution offers a voluntary supply chain finance (“SCF”) program to certain TH vendors, which provides suppliers that elect to participate with the ability to elect early payment, which is discounted based on the payment terms and a rate based on RBI's credit rating, which may be beneficial to the vendor. Participation in the SCF program is at the sole discretion of the suppliers and financial institution and we are not a party to the arrangements between the suppliers and the financial institution. Our obligations to suppliers are not affected by the suppliers’ decisions to participate in the SCF program and our payment terms remain the same based on the original supplier invoicing terms and conditions. No guarantees are provided by us or any of our subsidiaries in connection with the SCF Program.
Our confirmed outstanding obligations under the SCF program at September 30, 2024 and December 31, 2023 totaled $26 million and $36 million, respectively, and are classified as Accounts and drafts payable in our condensed consolidated balance sheets. All activity related to the obligations is classified as Supply chain cost of sales in our condensed consolidated statements of operations and presented within cash flows from operating activities in our condensed consolidated statements of cash flows.

Note 19. Subsequent Events
Dividends
On October 4, 2024, we paid a cash dividend of $0.58 per common share to common shareholders of record on September 20, 2024. On such date, Partnership also made a distribution in respect of each Partnership exchangeable unit in the amount of $0.58 per exchangeable unit to holders of record on September 20, 2024.
Subsequent to September 30, 2024, our board of directors declared a cash dividend of $0.58 per common share, which will be paid on January 3, 2025 to common shareholders of record on December 20, 2024. Partnership will also make a distribution in respect of each Partnership exchangeable unit in the amount of $0.58 per Partnership exchangeable unit, and the record date and payment date for distributions on Partnership exchangeable units are the same as the record date and payment date set forth above.
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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 operating metrics, as discussed below, may decrease for any future period. Unless the context otherwise requires, all references in this section to “RBI”, the “Company”, “we”, “us” or “our” are to Restaurant Brands International Inc. and its subsidiaries, collectively and all references in this section to “Partnership” are to Restaurant Brands International Limited Partnership and its subsidiaries, collectively.
Overview
We are a Canadian corporation that serves as the indirect holding company for the entities that own and franchise the Tim Hortons®, Burger King®, Popeyes® and Firehouse Subs® brands. We are one of the world’s largest quick service restaurant (“QSR”) companies with over $40 billion in annual system-wide sales and over 30,000 restaurants in more than 120 countries and territories as of September 30, 2024. Our Tim Hortons®, Burger King®, Popeyes®, and Firehouse Subs® brands have similar franchised business models with complementary daypart mixes and product platforms. Our four iconic brands are managed independently while benefiting from global scale and sharing of best practices.
Tim Hortons restaurants are quick service restaurants with a menu that includes premium blend coffee, tea, espresso-based hot and cold specialty drinks, fresh baked goods, including donuts, Timbits®, bagels, muffins, cookies and pastries, 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 food items. Popeyes restaurants are quick service restaurants that distinguish themselves with a unique “Louisiana” style menu featuring fried chicken, chicken sandwiches, chicken tenders, wings, fried shrimp and other seafood, red beans and rice and other regional items. Firehouse Subs restaurants are quick service restaurants featuring hot and hearty subs piled high with quality meats and cheese as well as chopped salads, chili and soups, signature and other sides, soft drinks and local specialties.
On May 16, 2024, we completed the acquisition of Carrols Restaurant Group Inc. (“Carrols”) (“the Carrols Acquisition”). On June 28, 2024, we also completed the acquisition of Popeyes China (“PLK China”) (“the PLK China Acquisition”). Our consolidated statements of operations for the three and nine months ended September 30, 2024 include Carrols and PLK China revenues, expenses and segment income from the respective date of acquisition.

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Following the Carrols Acquisition and PLK China Acquisition, we established a new operating and reportable segment, Restaurant Holdings, which includes results from the Carrols Burger King restaurants and the PLK China restaurants and reflects how our chief operating decision maker manages and assesses performance of our segments. This management approach is consistent with our long-term plans to refranchise the vast majority of the Carrols Burger King restaurants and to find a new partner for PLK China restaurants. As a result, beginning in the second quarter of 2024, we are reporting results under six operating and reportable segments consisting of the following:
1.Tim Hortons – operations of our Tim Hortons brand in Canada and the U.S. (“TH”);
2.Burger King – operations of our Burger King brand in the U.S. and Canada, excluding results of Burger King restaurants acquired as part of the Carrols Acquisition, included in our RH segment (defined below) (“BK”);
3.Popeyes Louisiana Kitchen – operations of our Popeyes brand in the U.S. and Canada (“PLK”);
4.Firehouse Subs – operations of our Firehouse Subs brand in the U.S. and Canada (“FHS”);
5.International – operations of each of our brands outside the U.S. and Canada, excluding results of PLK China restaurants included in our RH segment (“INTL”); and
6.Restaurant Holdings – operations of Burger King restaurants acquired as part of the Carrols Acquisition and the operations of PLK China restaurants (“RH”).
We generate revenues from the following sources: (i) supply chain sales, consisting primarily of Tim Hortons supply chain sales, which represent sales of products, supplies and restaurant equipment to franchisees, as well as sales of consumer packaged goods (“CPG”); (ii) sales at Company restaurants; (iii) franchise revenues, consisting primarily of royalties based on a percentage of sales reported by franchised restaurants and franchise fees paid by franchisees; (iv) property revenues from properties we lease or sublease to franchisees; and (v) advertising revenues and other services, consisting primarily of (1) advertising fund contributions based on a percentage of sales reported by franchised restaurants to fund advertising expenses and (2) tech fees and revenues that vary by market and partially offset expenses related to technology initiatives. All Tim Hortons global supply chain sales, including coffee to International franchisees, are included in the TH segment.
Operating costs and expenses for our segments include:
•supply chain cost of sales comprised of costs associated with the management of our Tim Hortons supply chain, including cost of goods, direct labor, depreciation, and cost of CPG products sold to retailers;
•Company restaurant expenses comprised of costs associated with food, paper, labor, occupancy costs and depreciation of Company restaurants;
•franchise and property expenses comprised primarily of depreciation of properties leased to franchisees, rental expense associated with properties subleased to franchisees, amortization of franchise agreements and reacquired franchise rights, and bad debt expense (recoveries);
•advertising expenses and other services comprised primarily of expenses relating to marketing, advertising and promotion, including market research, production, advertising costs, sales promotions, social media campaigns, technology initiatives, depreciation and amortization and other related support functions for the respective brands. Our advertising expenses and other services are funded by contributions from franchisees and Company restaurants as well as our support initiatives behind marketing programs; and
•segment general and administrative expenses (“Segment G&A”) comprised primarily of salary and employee-related costs for non-restaurant employees, professional fees, information technology systems, general overhead for our corporate offices, share-based compensation and non-cash incentive compensation expense, and depreciation and amortization.

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Intersegment Transactions
BK and INTL results include revenues and RH results include expenses from an intersegment franchisor-franchisee relationship. From the date of acquisition, BK results include royalty, property, advertising contribution and tech fees revenues recognized for intersegment transactions with Burger King restaurants acquired from Carrols, with corresponding expenses recognized by RH. From the date of acquisition, INTL results include royalty and advertising contribution revenues recognized for intersegment transactions with PLK China restaurants, with corresponding expenses recognized by RH. These intersegment revenues and expenses are eliminated in consolidation but are presented within segment results in a manner consistent with internal reporting used to assess performance and allocate resources.
RH Results
The changes in our results of operations for the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023 are partially driven by the inclusion of the results of operations of RH. The RH statement of operations data for the three and nine months ended September 30, 2024 is summarized as follows:
RH Segment (in millions of U.S. dollars)Three Months Ended
September 30, 2024		Nine Months Ended
September 30, 2024
Revenues:
Company restaurant sales$441 $671 
Total revenues441 671 
Food, beverage and packaging costs123 187 
Restaurant wages and related expenses141 213 
Restaurant occupancy and other expenses (a)120 178 
Company restaurant expenses384 578 
Advertising expenses and other services (b)19 29 
Reacquired franchise rights amortization (c)10 14 
Segment G&A23 35 
Adjustments:
Reacquired franchise rights amortization10 14 
Adjusted Operating Income16 30 
(a)Restaurant occupancy and other expenses includes intersegment royalties expense of $20 million and intersegment property expenses of $8 million during the three months ended September 30, 2024 and intersegment royalties expense of $30 million and intersegment property expenses of $12 million during the nine months ended September 30, 2024, which are eliminated in consolidation.
(b)Advertising expenses and other services includes intersegment advertising expenses and tech fees of $18 million and $28 million during the three and nine months ended September 30, 2024, respectively, which are eliminated in consolidation.
(c)Reacquired franchise rights amortization is included in franchise and property expenses in our condensed consolidated statements of operations.

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Key Operating Metrics
Key performance indicators are shown for RBI's five franchisor operating segments — TH, BK, PLK, FHS and INTL. RH results for the Carrols BK restaurants and PLK China restaurants are included in the BK segment and INTL segment, respectively.
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 franchised 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 Tim Hortons, Burger King and Firehouse Subs and 17 months or longer for Popeyes. 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 franchised restaurants and Company restaurants. System-wide results are driven by our franchised restaurants, as approximately 95% of system-wide restaurants are franchised. Franchise sales represent sales at all franchised restaurants and are revenues to our franchisees. We do not record franchise sales as revenues; however, our royalty revenues and advertising fund contributions are calculated based on a percentage of franchise sales.
•Net restaurant growth refers to the net change in restaurant count (openings, net of permanent closures) over a trailing twelve month period, divided by the restaurant count at the beginning of the trailing twelve month period. In determining whether a restaurant meets our definition of a restaurant that will be included in our net restaurant growth, we consider factors such as scope of operations, format and image, separate franchise agreement, and minimum sales thresholds. We refer to restaurants that do not meet our definition as “alternative formats.” These alternative formats are helpful to build brand awareness, test new concepts and provide convenience in certain markets.
These metrics are important indicators of the overall direction of our business, including trends in sales and the effectiveness of each brand’s marketing, operations and growth initiatives.
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Three Months Ended
September 30,		Nine Months Ended
September 30,
Key Operating Metrics2024202320242023
System-wide sales growth
    TH2.8 %8.1 %5.2 %11.8 %
    BK(1.5)%6.4 %0.0 %7.6 %
    PLK(0.6)%11.2 %4.6 %10.2 %
    FHS (a)(1.3)%7.0 %1.9 %7.5 %
    INTL8.0 %15.6 %9.5 %19.4 %
    Consolidated3.2 %10.9 %5.3 %13.1 %
System-wide sales (in US$ millions)
    TH$1,952 $1,929 $5,616 $5,397 
    BK$2,891 $2,938 $8,569 $8,571 
    PLK$1,509 $1,520 $4,581 $4,382 
    FHS (a)$301 $305 $918 $902 
    INTL$4,780 $4,532 $13,513 $12,755 
    Consolidated (a)$11,433 $11,224 $33,197 $32,007 
Comparable sales
    TH2.3 %7.6 %4.5 %11.1 %
    BK(0.7)%6.6 %0.9 %7.8 %
    PLK(4.0)%5.6 %0.6 %4.5 %
    FHS (a)(4.8)%3.6 %(1.6)%4.4 %
    INTL1.8 %7.7 %2.8 %10.6 %
    Consolidated0.3 %7.0 %2.2 %8.9 %
As of September 30,
20242023
Net restaurant growth
    TH0.0 %(0.4)%
    BK(1.5)%(2.4)%
    PLK4.1 %5.3 %
    FHS3.9 %2.5 %
    INTL7.6 %9.5 %
    Consolidated3.8 %4.2 %
Restaurant count
    TH4,504 4,502 
    BK7,119 7,224 
    PLK3,465 3,329 
    FHS1,300 1,251 
    INTL15,137 14,069 
    Consolidated31,525 30,375 
    

(a)2023 comparable sales and system wide sales amounts for FHS have been revised to make immaterial corrections and provide comparability with the current calculation methodology. These revisions have no impact on previously reported revenue and adjusted operating income for the FHS segment. These revisions had an immaterial impact to RBI consolidated system-wide sales, and no impact to consolidated system-wide sales growth nor comparable sales.
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Results of Operations for the Three and Nine Months Ended September 30, 2024 and 2023
Tabular amounts in millions of U.S. dollars unless noted otherwise. Total revenues and segment income for each segment may not calculate exactly due to rounding.
ConsolidatedThree Months Ended
September 30,		VarianceFX Impact (a)Variance Excluding FX ImpactNine Months Ended
September 30,		VarianceFX Impact (a)Variance Excluding FX Impact
20242023 Favorable / (Unfavorable)20242023 Favorable / (Unfavorable)
Revenues:
Supply chain sales$699 $706 $(7)$(10)$3 $2,008 $1,989 $19 $(20)$39 
Company restaurant sales567 65 502 — 502 1,016 194 822 — 822 
Franchise and property revenues735 753 (18)(9)(9)2,194 2,163 31 (24)55 
Advertising revenues and other services290 313 (23)(1)(22)892 856 36 (2)38 
Total revenues2,291 1,837 454 (20)474 6,110 5,202 908 (46)954 
Operating costs and expenses:
Supply chain cost of sales559 572 13 8 5 1,616 1,620 4 16 (12)
Company restaurant expenses473 58 (415)— (415)848 172 (676)— (676)
Franchise and property expenses134 119 (15)2 (17)394 372 (22)3 (25)
Advertising expenses and other services327 326 (1)1 (2)972 909 (63)2 (65)
General and administrative expenses176 169 (7)— (7)534 507 (27)— (27)
(Income) loss from equity method investments3 1 (2)— (2)(69)19 88 — 88 
Other operating expenses (income), net42 10 (32)— (32)31 20 (11)— (11)
Total operating costs and expenses1,714 1,255 (459)11 (470)4,326 3,619 (707)21 (728)
Income from operations577 582 (5)(9)4 1,784 1,583 201 (25)226 
Interest expense, net147 143 (4)— (4)442 430 (12)— (12)
Loss on early extinguishment of debt1 16 15 — 15 33 16 (17)— (17)
Income before income taxes429 423 6 (9)15 1,309 1,137 172 (25)197 
Income tax expense72 59 (13)— (13)225 145 (80)(1)(79)
Net income$357 $364 $(7)$(9)$2 $1,084 $992 $92 $(26)$118 
(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.
Our operating results are impacted by a number of external factors, including consumer spending levels and general economic conditions.
Supply Chain Sales and Cost of Sales
During the three and nine months ended September 30, 2024, the changes in supply chain sales and supply chain cost of sales were driven by our TH segment.
Company Restaurant Sales and Expenses
During the three and nine months ended September 30, 2024, the increases in Company restaurant sales and Company restaurant expenses were primarily driven by an increase in Company restaurants due to restaurant acquisitions from franchisees.
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Franchise and Property
During the three months ended September 30, 2024, the decrease in franchise and property revenues was primarily driven by the discontinuance of franchise and property revenues from restaurants acquired from franchisees and an unfavorable FX Impact, partially offset by an increase in royalties as a result of an increase in system-wide sales.
During the nine months ended September 30, 2024, the increase in franchise and property revenues was primarily driven by an increase in royalties as a result of increases in system-wide sales, partially offset by the discontinuance of franchise and property revenues from restaurants acquired from franchisees and an unfavorable FX Impact.
During the three months ended September 30, 2024, the increase in franchise and property expenses was primarily driven by the inclusion of reacquired franchise rights amortization primarily related to the Carrols Acquisition and bad debt expenses in the current year compared to bad debt recoveries in the prior year. These factors were partially offset by the reclassification of occupancy costs from franchise and property expenses to Company restaurant expenses related to restaurant acquisitions from franchisees.
During the nine months ended September 30, 2024, the increase in franchise and property expenses was primarily driven by the inclusion of reacquired franchise rights amortization primarily related to the Carrols Acquisition, an increase in convention expenses primarily at TH and an increase in bad debt expenses. These factors were partially offset by the reclassification of occupancy costs from franchise and property expenses to Company restaurant expenses related to restaurant acquisitions from franchisees.
Advertising and Other Services
During the three months ended September 30, 2024, the decrease in advertising revenues and other services was primarily driven by the discontinuance of advertising revenues and other services from restaurants acquired from franchisees, partially offset by an increase in advertising fund contributions by franchisees due to an increase in system-wide sales.
During the nine months ended September 30, 2024, the increase in advertising revenues and other services was primarily driven by an increase in advertising fund contributions by franchisees due to an increase in system-wide sales, an increase in advertising fund contributions from vendors, and an increase in tech fees. These factors were partially offset by the discontinuance of advertising revenues and other services from restaurants acquired from franchisees.
During the three months ended September 30, 2024, advertising expenses and other services remained consistent with the prior year.
During the nine months ended September 30, 2024, the increase in advertising expenses and other services was primarily driven by an increase in advertising fund contributions.

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General and Administrative Expenses
Our general and administrative expenses consisted of the following:
Three Months Ended
September 30,		VarianceNine Months Ended
September 30,		Variance
$%$%
20242023Favorable / (Unfavorable)20242023Favorable / (Unfavorable)
Segment G&A:
TH$36 $43 $7 16 %$116 $121 $5 4 %
BK32 37 5 14 %104 106 2 2 %
PLK19 21 2 10 %62 64 2 3 %
FHS11 14 3 21 %39 40 1 3 %
INTL48 49 1 2 %150 140 (10)(7)%
RH23 — (23)NM35 — (35)NM
RH Transaction costs4 — (4)NM17 — (17)NM
FHS Transaction costs— — — NM— 19 19 NM
Corporate restructuring and advisory fees3 5 2 40 %11 17 6 35 %
General and administrative expenses$176 $169 $(7)(4)%$534 $507 $(27)(5)%
NM - Not meaningful
In connection with the Carrols Acquisition and the PLK China Acquisition, we incurred certain non-recurring fees and expenses (“RH Transaction costs”) consisting primarily of professional fees, compensation related expenses and integration costs, all of which are classified as general and administrative expenses in the condensed consolidated statements of operations. We expect to incur additional RH Transaction costs through 2024 and into 2025.
In connection with the acquisition and integration of Firehouse Subs, we incurred certain non-recurring fees and expenses (“FHS Transaction costs”) consisting of professional fees, compensation related expenses and integration costs. We did not incur any additional FHS Transaction costs subsequent to March 31, 2023.
In connection with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movement within our structure as well as services related to significant tax reform legislation and regulations, we incurred non-operating expenses primarily from professional advisory and consulting services (“Corporate restructuring and advisory fees”).
During the three months ended September 30, 2024, the increase in general and administrative expenses was primarily driven by the inclusion of RH Segment G&A and RH Transaction costs during 2024, partially offset by decreases in TH, BK, PLK, FHS and INTL Segment G&A.
During the nine months ended September 30, 2024, the increase in general and administrative expenses was primarily driven by the inclusion of RH Segment G&A and RH Transaction costs during 2024 and an increase in INTL Segment G&A, partially offset by the non-recurrence of FHS Transaction costs, a decrease in Corporate restructuring and advisory fees and a decrease in TH, BK, PLK and FHS Segment G&A.
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(Income) Loss from Equity Method Investments
(Income) loss from equity method investments reflects our share of investee net income or loss as well as gains or losses from changes in our ownership interests in equity investees.
The change in (income) loss from equity method investments reflects changes in earnings of our equity method investments during the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023. Additionally, the change in (income) loss from equity method investments during the nine months ended September 30, 2024 reflects a $79 million gain recognized during the nine months ended September 30, 2024 in connection with the Carrols Acquisition that resulted in an increase in the value of our existing 15% equity interest in Carrols.
Other Operating Expenses (Income), net
Our other operating expenses (income), net consisted of the following:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Net losses (gains) on disposal of assets, restaurant closures, and refranchisings$(4)$30 $6 $19 
Litigation settlements (gains) and reserves, net1 1 2 (1)
Net losses (gains) on foreign exchange44 (18)15 (11)
Other, net1 (3)8 13 
     Other operating expenses (income), net$42 $10 $31 $20 
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. The amount for the three and nine months ended September 30, 2023 includes asset write-offs and related costs in connection with the discontinuance of an internally developed software project.
Net losses (gains) on foreign exchange are primarily related to revaluation of foreign denominated assets and liabilities, primarily those denominated in euros and Canadian dollars.
Other, net for the nine months ended September 30, 2023 is primarily related to payments in connection with FHS area representative buyouts.
Interest Expense, net
Our interest expense, net and the weighted average interest rate on our long-term debt were as follows:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Interest expense, net$147 $143 $442 $430 
Weighted average interest rate on long-term debt4.6 %5.0 %4.8 %5.0 %
During the three and nine months ended September 30, 2024, interest expense, net increased primarily due to an increase in long-term debt, partially offset by a decrease in the weighted average interest rate.
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Loss on Early Extinguishment of Debt
During the three and nine months ended September 30, 2024, we recorded a $1 million and $33 million loss on early extinguishment of debt, respectively, that primarily reflects expensing of fees and the write-off of unamortized debt issuance costs in connection with various amendments to our credit agreement and the full redemption of our outstanding 5.75% first lien senior notes due 2025. See Note 11, “Long-Term Debt,” to the notes to the condensed consolidated financial statements for additional details.
During the three and nine months ended September 30, 2023, we recorded a $16 million loss on early extinguishment of debt that primarily reflects expensing of fees and the write-off of unamortized debt issuance costs in connection with an amendment to our credit agreement.
Income Tax Expense
Our effective tax rate was 16.7% and 14.0% for the three months ended September 30, 2024 and 2023, respectively, and 17.2% and 12.8% for the nine months ended September 30, 2024 and 2023, respectively. The increase in our effective tax rate was primarily due to a favorable structural change that benefited 2023, the impact of the Carrols Acquisition in 2024 as well as such impact on our mix of income from multiple jurisdictions.
Net Income
We reported net income of $357 million for the three months ended September 30, 2024, compared to net income of $364 million for the three months ended September 30, 2023. The decrease in net income is primarily due to a $32 million unfavorable change in the results from other operating expenses (income), net, a $13 million increase in income tax expense and a $12 million increase in franchise agreement and reacquired franchise rights amortization. These factors were partially offset by the inclusion of $16 million of RH segment income, a $15 million decrease in loss on early extinguishment of debt, a $15 million increase in TH segment income, and a $5 million increase in INTL segment income. Amounts above include a total unfavorable FX Impact to net income of $9 million.
We reported net income of $1,084 million for the nine months ended September 30, 2024, compared to net income of $992 million for the nine months ended September 30, 2023. The increase in net income is primarily due to an $86 million favorable change from the impact of equity method investments primarily due to a gain in connection with the Carrols Acquisition, a $50 million increase in TH segment income, the inclusion of $30 million of RH segment income, the non-recurrence of $19 million of FHS Transaction costs, a $17 million increase in PLK segment income, a $16 million increase in INTL segment income, a $15 million increase in BK segment income and a $5 million increase in FHS segment income. These factors were partially offset by an $80 million increase in income tax expense, $17 million of RH Transaction costs, a $17 million increase in loss on early extinguishment of debt, a $15 million increase in franchise agreement and reacquired franchise rights amortization, a $12 million increase in interest expense, net, and an $11 million unfavorable change in the results from other operating expenses (income), net. Amounts above include a total unfavorable FX Impact to net income of $26 million.

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Segment Results of Operations for the Three and Nine Months Ended September 30, 2024 and 2023

TH SegmentThree Months Ended
September 30,		VarianceFX Impact (a)Variance Excluding FX ImpactNine Months Ended
September 30,		VarianceFX Impact (a)Variance Excluding FX Impact
20242023 Favorable / (Unfavorable)20242023 Favorable / (Unfavorable)
Revenues:
Supply chain sales$699 $706 $(7)$(11)$4 $2,008 $1,989 $20 $(20)$40 
Company restaurant sales11 12 — — — 34 35 (1)— (1)
Franchise and property revenues255 253 2 (4)6 745 714 31 (8)39 
Advertising revenues and other services79 82 (3)(1)(2)226 216 10 (2)12 
Total revenues1,044 1,052 (8)(16)8 3,013 2,954 60 (30)90 
Supply chain cost of sales559 572 13 9 4 1,616 1,620 5 16 (12)
Company restaurant expenses9 10 — — — 28 29 1 — 1 
Franchise and property expenses83 80 (3)1 (4)257 244 (13)3 (16)
Advertising expenses and other services78 84 6 1 5 235 227 (7)2 (10)
Segment G&A36 43 7 1 7 116 121 5 1 4 
Adjustments:
Franchise agreement amortization (a)2 2 — — — 5 5 — — — 
Cash distributions received from equity method investments4 4 — — — 11 10 1 — 1 
Adjusted Operating Income284 269 15 (4)19 777 727 50 (8)58 
(a)Franchise agreement amortization is included in franchise and property expenses.
System-wide Sales
During the three months ended September 30, 2024, TH system-wide sales growth of 2.8% was primarily driven by comparable sales of 2.3%. During the nine months ended September 30, 2024, TH system-wide sales growth of 5.2% was primarily driven by comparable sales of 4.5%.
Supply Chain Sales and Cost of Sales
During the three months ended September 30, 2024, the decrease in supply chain sales was primarily driven by an unfavorable FX Impact and a decrease in CPG net sales, partially offset by an increase in equipment sales.
During the nine months ended September 30, 2024, the increase in supply chain sales was primarily driven by an increase in system-wide sales and an increase in equipment sales, partially offset by an unfavorable FX Impact and a decrease in CPG net sales.
During the three months ended September 30, 2024, the decrease in supply chain cost of sales was primarily driven by a favorable FX Impact, lower average cost of inventory, and a decrease in CPG sales, partially offset by an increase in equipment sales.
During the nine months ended September 30, 2024, the decrease in supply chain cost of sales was primarily driven by a favorable FX Impact and lower average cost of inventory, partially offset by an increase in equipment sales and an increase in supply chain sales.
Company Restaurant Sales and Expenses
During the three and nine months ended September 30, 2024, Company restaurant sales and expenses remained relatively consistent with the prior year.
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Franchise and Property
During the three and nine months ended September 30, 2024, the increases in franchise and property revenues were primarily driven by increases in rent and royalties, as a result of increases in system-wide sales, partially offset by an unfavorable FX Impact.
During the three and nine months ended September 30, 2024, the increases in franchise and property expenses were primarily driven by increases in rent expense. Additionally, the increase in franchise and property expenses during the nine months ended September 30, 2024 reflects convention expenses, which are mostly offset by convention revenues. There were no convention revenues or expenses recognized during 2023.
Advertising and Other Services
During the three months ended September 30, 2024, the decrease in advertising revenues and other services was primarily driven by a decrease in other services revenue, partially offset by an increase in advertising fund contributions by franchisees as a result of an increase in system-wide sales.
During the nine months ended September 30, 2024, the increase in advertising revenues and other services was primarily driven by an increase in advertising fund contributions by franchisees as a result of an increase in system-wide sales, and an increase in other services revenue.
During the three months ended September 30, 2024, the decrease in advertising expenses and other services was primarily driven by a decrease in other services expense.
During the nine months ended September 30, 2024, the increase in advertising expenses and other services was primarily driven by an increase in advertising revenues and other services.
Segment G&A
During the three and nine months ended September 30, 2024, the decreases in Segment G&A were primarily driven by lower salary and employee-related costs for non-restaurant employees.

BK SegmentThree Months Ended
September 30,		VarianceFX Impact (a)Variance Excluding FX ImpactNine Months Ended
September 30,		VarianceFX Impact (a)Variance Excluding FX Impact
20242023 Favorable / (Unfavorable)20242023 Favorable / (Unfavorable)
Revenues:
Company restaurant sales$60 $21 $39 $— $39 $181 $64 $117 $— $117 
Franchise and property revenues (b)179 183 (4)— (4)533 542 (9)— (9)
Advertising revenues and other services (c)122 124 (2)— (2)363 347 16 — 16 
Total revenues362 329 33 — 33 1,076 952 124 (1)124 
Company restaurant expenses56 20 (36)— (36)166 59 (106)— (106)
Franchise and property expenses32 32 1 — 1 92 100 8 — 8 
Advertising expenses and other services133 131 (2)— (2)389 378 (11)— (11)
Segment G&A32 37 5 — 5 104 106 2 — 2 
Adjustments:
Franchise agreement amortization (a)2 3 — — — 7 8 (1)— (1)
Adjusted Operating Income112 111 1 — 1 332 317 15 — 15 
(b)For three and nine months ended September 30, 2024, franchise and property revenues include intersegment revenues with RH consisting of royalties of $20 million and $30 million, respectively, and rent of $8 million and $12 million, respectively.
(c)For three and nine months ended September 30, 2024, advertising revenues and other services include intersegment revenues with RH consisting of advertising contributions and tech fees of $18 million and $28 million, respectively.
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System-wide Sales
During the three months ended September 30, 2024, BK system-wide sales growth of (1.5)% was primarily driven by comparable sales of (0.7)% and net restaurant growth of (1.5)%. During the nine months ended September 30, 2024, BK system-wide sales growth was flat reflecting comparable sales of 0.9% and net restaurant growth of (1.5)%.
Company Restaurant Sales and Expenses
During the three and nine months ended September 30, 2024, the increases in Company restaurant sales and expenses were primarily driven by increases in Company restaurants due to non-Carrols restaurant acquisitions from franchisees.
Franchise and Property
During the three and nine months ended September 30, 2024, the decreases in franchise and property revenues was primarily driven by a decrease in royalties due to non-Carrols restaurant acquisitions from franchisees and restaurant closures as well as a decrease in system-wide sales during the three months ended September 30, 2024.
During the three months ended September 30, 2024, franchise and property expenses remained consistent with the prior year.
During the nine months ended September 30, 2024, the decrease in franchise and property expenses was primarily driven by bad debt recoveries in 2024 compared to bad debt expenses in 2023.
Advertising and Other Services
During the three months ended September 30, 2024, advertising revenues and other services remained consistent with the prior year.
During the nine months ended September 30, 2024, the increase in advertising revenues and other services was primarily driven by an increase in advertising fund contributions from vendors, partially offset by a decrease in advertising fund contributions from franchisees due to non-Carrols restaurant acquisitions from franchisees.
During the three months ended September 30, 2024, advertising expenses and other services remained consistent with the prior year.
During the nine months ended September 30, 2024, the increase in advertising expenses and other services was driven by an increase in advertising fund contributions.
Segment G&A
During the three and nine months ended September 30, 2024, the decreases in Segment G&A were primarily driven by lower salary and employee-related costs for non-restaurant employees.

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PLK SegmentThree Months Ended
September 30,		VarianceFX Impact (a)Variance Excluding FX ImpactNine Months Ended
September 30,		VarianceFX Impact (a)Variance Excluding FX Impact
20242023 Favorable / (Unfavorable)20242023 Favorable / (Unfavorable)
Revenues:
Company restaurant sales$44 $22 $22 $— $22 $100 $66 $34 $— $34 
Franchise and property revenues79 80 (1)— (1)244 235 9 — 10 
Advertising revenues and other services72 75 (3)— (3)223 210 13 — 13 
Total revenues195 177 17 — 17 567 510 57 — 57 
Company restaurant expenses38 20 (18)— (18)86 58 (28)— (28)
Franchise and property expenses2 2 — — — 10 10 — — — 
Advertising expenses and other services74 77 2 — 2 228 214 (14)— (14)
Segment G&A19 21 2 — 2 62 64 2 — 2 
Adjustments:
Franchise agreement amortization (a)1 1 — — — 2 2 — — — 
Adjusted Operating Income62 58 4 — 4 182 165 17 — 17 
System-wide Sales
During the three months ended September 30, 2024, PLK system-wide sales growth of (0.6)% was primarily driven by comparable sales of (4.0)%, partially offset by net restaurant growth of 4.1%. During the nine months ended September 30, 2024, PLK system-wide sales growth of 4.6% was primarily driven by net restaurant growth of 4.1% and comparable sales of 0.6%.
Company Restaurant Sales and Expenses
During the three and nine months ended September 30, 2024, the increases in Company restaurant sales and expenses were driven by PLK Company restaurants acquired in connection with the Carrols Acquisition.
Franchise and Property
During the three months ended September 30, 2024, franchise and property revenues remained relatively consistent with the prior year.
During the nine months ended September 30, 2024, the increase in franchise and property revenues was primarily driven by an increase in royalties, as a result of an increase in system-wide sales.
During the three and nine months ended September 30, 2024, franchise and property expenses remained consistent with the prior year.
Advertising and Other Services
During the three months ended September 30, 2024, the decrease in advertising revenues and other services was primarily driven by a decrease in advertising fund contributions by franchisees, as a result of a decrease in system-wide sales and PLK Company restaurants acquired in connection with the Carrols Acquisition.
During the nine months ended September 30, 2024, the increase in advertising revenues and other services was primarily driven by an increase in advertising fund contributions by franchisees as a result of an increase in system-wide sales and an increase in tech fees.
During the three months ended September 30, 2024, the decrease in advertising expenses and other services was primarily driven by the decrease in advertising revenues and other services.
During the nine months ended September 30, 2024, the increase in advertising expenses and other services was primarily driven by the increase in advertising revenues and other services.
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Segment G&A
During the three and nine months ended September 30, 2024, Segment G&A remained relatively consistent with the prior year.

FHS SegmentThree Months Ended
September 30,		VarianceFX Impact (a)Variance Excluding FX ImpactNine Months Ended
September 30,		VarianceFX Impact (a)Variance Excluding FX Impact
20242023 Favorable / (Unfavorable)20242023 Favorable / (Unfavorable)
Revenues:
Company restaurant sales$10 $10 $— $— $— $31 $30 $1 $— $1 
Franchise and property revenues27 27 1 — 1 79 73 6 — 6 
Advertising revenues and other services15 15 1 — 1 47 33 13 — 13 
Total revenues53 51 2 — 2 156 136 20 — 20 
Company restaurant expenses9 8 (1)— (1)27 25 (1)— (1)
Franchise and property expenses4 4 — — — 7 7 — — — 
Advertising expenses and other services16 15 (1)— (1)48 34 (14)— (14)
Segment G&A11 14 3 — 3 39 40 1 — 1 
Adjustments:
Franchise agreement amortization (a)— — — — — 1 1 — — — 
Adjusted Operating Income12 10 2 — 2 35 30 5 — 5 
System-wide Sales
During the three months ended September 30, 2024, FHS system-wide sales growth of (1.3)% was primarily driven by comparable sales of (4.8)% and net restaurant growth of 3.9%. During the nine months ended September 30, 2024, FHS system-wide sales growth of 1.9% was primarily driven by net restaurant growth of 3.9%, partially offset by comparable sales of (1.6)%.
Segment Results
During the three months ended September 30, 2024, all revenues and expenses remained relatively consistent with the prior year.
During the nine months ended September 30, 2024, the most significant changes were related to advertising revenues and other services and advertising expenses and other services which primarily reflect modification of the advertising fund arrangements to be more consistent with those of our other brands.


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INTL SegmentThree Months Ended
September 30,		VarianceFX Impact (a)Variance Excluding FX ImpactNine Months Ended
September 30,		VarianceFX Impact (a)Variance Excluding FX Impact
20242023 Favorable / (Unfavorable)20242023 Favorable / (Unfavorable)
Revenues:
Franchise and property revenues$222 $210 $12 $(4)$16 $637 $600 $36 $(16)$52 
Advertising revenues and other services20 18 3 — 3 61 50 11 — 11 
Total revenues243 228 15 (5)19 698 650 48 (15)63 
Franchise and property expenses8 1 (7)— (7)20 10 (10)— (10)
Advertising expenses and other services25 20 (5)— (6)70 55 (15)— (15)
Segment G&A48 49 1 (1)2 150 140 (10)(2)(9)
Adjustments:
Franchise agreement amortization (a)3 3 1 — 1 10 8 2 — 2 
Adjusted Operating Income166 161 5 (5)10 468 452 16 (17)33 
System-wide Sales
During the three months ended September 30, 2024, INTL system-wide sales growth of 8.0% was primarily driven by net restaurant growth of 7.6% and comparable sales of 1.8%. During the nine months ended September 30, 2024, INTL system-wide sales growth of 9.5% was primarily driven by net restaurant growth of 7.6% and comparable sales of 2.8%.
Franchise and Property
During the three and nine months ended September 30, 2024, the increases in franchise and property revenues were primarily driven by increases in royalties, primarily at Burger King, as a result of increases in system-wide sales, partially offset by an unfavorable FX Impact.
During the three and nine months ended September 30, 2024, the increases in franchise and property expenses were primarily related to bad debt expenses in the current year compared to bad debt recoveries in the prior year.
Advertising and Other Services
During the three and nine months ended September 30, 2024, the increases in advertising revenues and other services were primarily driven by increases in advertising fund contributions from franchisees and vendors in the limited number of markets where we manage the advertising funds.
During the three and nine months ended September 30, 2024, the increases in advertising expenses and other services were primarily driven by increases in advertising revenues and timing of advertising expenses.
Segment G&A
During the three months ended September 30, 2024, Segment G&A remained relatively consistent with the prior year.
During the nine months ended September 30, 2024, the increase in Segment G&A was primarily driven by higher salary and employee-related costs for non-restaurant employees.
Non-GAAP Reconciliations
The table below contains information regarding Adjusted Operating Income, which is a non-GAAP measure. This non-GAAP measure does not have a standardized meaning under U.S. GAAP and may differ from a similar captioned measure of other companies in our industry. We believe this non-GAAP measure is useful to investors in assessing our operating performance, as it provides them with the same tools that management uses to evaluate our performance and is responsive to questions we receive from both investors and analysts. By disclosing this non-GAAP measure, we intend to provide investors with a consistent comparison of our operating results and trends for the periods presented. Adjusted Operating Income is defined as income from operations excluding (i) franchise agreement and reacquired franchise rights intangible asset amortization as a result of acquisition accounting, (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, income/expenses from non-recurring projects and
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non-operating activities included (i) non-recurring fees and expenses incurred in connection with the Carrols Acquisition and the PLK China Acquisition consisting primarily of professional fees, compensation related expenses and integration costs; (ii) non-recurring fees and expense incurred in connection with the acquisition of Firehouse consisting of professional fees, compensation related expenses and integration costs; and (iii) non-operating costs from professional advisory and consulting services associated with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movements as well as services related to significant tax reform legislation and regulations. Management believes that these types of expenses are either not related to our underlying profitability drivers or not likely to re-occur in the foreseeable future and the varied timing, size and nature of these projects may cause volatility in our results unrelated to the performance of our core business that does not reflect trends of our core operations.
Adjusted Operating Income is used by management to measure operating performance of the business, excluding these non-cash and other specifically identified items that management believes are not relevant to management’s assessment of our operating performance. Adjusted Operating Income, as defined above, also represents our measure of segment income for each of our operating segments.
Three Months Ended
September 30,		VarianceNine Months Ended
September 30,		Variance
$$
20242023Favorable / (Unfavorable)20242023Favorable / (Unfavorable)
Income from operations$577 $582 $(5)$1,784 $1,583 $201 
Franchise agreement and reacquired franchise rights amortization19 7 (12)38 23 (15)
RH Transaction costs4 — (4)17 — (17)
FHS Transaction costs— — — — 19 19 
Corporate restructuring and advisory fees3 5 2 11 17 6 
Impact of equity method investments (a)7 5 (2)(57)29 86 
Other operating expenses (income), net42 10 (32)31 20 (11)
Adjusted Operating Income$652 $609 $43 $1,824 $1,691 $133 
Segment income:
TH$284 $269 $15 $777 $727 $50 
BK112 111 1 332 317 15 
PLK62 58 4 182 165 17 
FHS12 10 2 35 30 5 
INTL166 161 5 468 452 16 
RH16 — 16 30 — 30 
Adjusted Operating Income652 609 43 $1,824 $1,691 $133 

(a)Represents (i) (income) loss from equity method investments and (ii) cash distributions received from our equity method investments. Cash distributions received from our equity method investments are included in segment income.
The increase in Adjusted Operating Income for the three and nine months ended September 30, 2024 reflects an increase in segment income in all of our segments and the inclusion of RH segment income, partially offset by an unfavorable FX Impact of $10 million and $26 million, respectively.
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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 repurchase our 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 affiliates’ outstanding debt, to fund acquisitions and other investing activities, such as capital expenditures and joint ventures, and to pay dividends on our common shares and make distributions on the Partnership exchangeable units. Our liquidity requirements are significant, primarily due to debt service requirements.
As of September 30, 2024, we had cash and cash equivalents of $1,176 million and borrowing availability of $1,247 million under our senior secured revolving credit facility (the “Revolving Credit Facility”). Based on our current level of operations and available cash, we believe our cash flow from operations, combined with our availability under our Revolving Credit Facility, will provide sufficient liquidity to fund our current obligations, debt service requirements and capital spending over the next twelve months.
On May 16, 2024, we completed the acquisition of Carrols for a total cash purchase price of $543 million. In connection with the Carrols Acquisition, we assumed approximately $431 million of outstanding debt, all of which was fully extinguished as of June 30, 2024. The cash purchase price and extinguishment of debt assumed in the Carrols Acquisition was funded with a combination of cash on hand and $750 million of incremental borrowings under our senior secured term loan facility.
In September 2022, Burger King shared the details of its “Reclaim the Flame” plan to accelerate sales growth and drive franchisee profitability. We are investing $400 million over the life of the plan, comprised of $150 million in advertising and digital investments (“Fuel the Flame”) and $250 million in high-quality remodels and relocations, restaurant technology, kitchen equipment, and building enhancements (“Royal Reset”). During the nine months ended September 30, 2024, we funded $20 million toward the Fuel the Flame investment and $45 million toward our Royal Reset investment and as of September 30, 2024, we have funded a total of $93 million toward the Fuel the Flame investment and $107 million toward our Royal Reset investment since program inception.
In April 2024, Burger King announced plans to extend its Long-Term Royal Reset program with plans to invest an additional $300 million in remodels from 2025 through 2028. Additionally, as previously announced, we will invest an additional $500 million to remodel more than 600 Burger King restaurants acquired as part of the Carrols Acquisition.
On May 16, 2024, two of our subsidiaries (the “Borrowers”) entered into a sixth incremental facility amendment and a ninth amendment (the “First 2024 Amendment”) to the credit agreement governing our senior secured term loan A facility (the “Term Loan A”), our senior secured term loan B facility (the “Term Loan B” and together with the Term Loan A the “Term Loan Facilities”) and our $1,250 million senior secured revolving credit facility (including revolving loans, swingline loans and letters of credit) (the “Revolving Credit Facility” and together with the Term Loan Facilities, the “Credit Facilities”). The First 2024 Amendment increased the existing Term Loan B by $750 million to $5,912 million on the same terms as the existing Term Loan B. The First 2024 Amendment also amended the interest rate applicable to the Canadian dollar loans under the Credit Agreement to be based on Term Canadian Overnight Repo Rate Average (“CORRA”). The security and guarantees under the amended Credit Agreement are the same as those under the existing facilities. The First 2024 Amendment made no other material changes to the terms of the Credit Agreement. The proceeds from the increase in the Term Loan B were used, along with cash on hand, to complete the Carrols Acquisition, the repayment of amounts outstanding under the Carrols' credit agreement and the redemption and discharge of Carrols' outstanding senior notes.
On June 17, 2024, the Borrowers entered into a tenth amendment to the credit agreement governing our Credit Facilities (the “Second 2024 Amendment”). The Second 2024 Amendment repriced our Term Loan B from an interest rate equal to the Adjusted Term SOFR plus 2.25% to an interest rate equal to the Adjusted Term SOFR Rate plus 1.75% and reduced the outstanding principal amount of the Term Loan B facility from $5,912 million to $4,750 million using a portion of the net proceeds from the issuance of the 6.125% First Lien Senior Notes due 2029 (defined below). There were no changes to the maturity of the Term Loan B following this repricing and all other terms are substantially unchanged.
On June 17, 2024, the Borrowers entered into an indenture in connection with the issuance of $1,200 million of 6.125% first lien senior notes due June 15, 2029 (the “6.125% First Lien Senior Notes due 2029”). No principal payments are due until maturity and interest is paid semi-annually. The net proceeds from the offering of the 6.125% First Lien Senior Notes due 2029 were used to refinance a portion of the Term Loan B, pay related fees and expenses and for general corporate purposes.
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On September 13, 2024, the Borrowers entered into an indenture in connection with the issuance of $500 million of 5.625% first lien senior notes due September 15, 2029 (the “5.625% First Lien Senior Notes due 2029”). No principal payments are due until maturity and interest is paid semi-annually. The net proceeds from the offering of the 5.625% First Lien Senior Notes due 2029, together with cash on hand, were used to redeem in full our outstanding 5.75% first lien senior notes due 2025 and pay related fees and expenses.
On August 31, 2023, our board of directors approved a share repurchase authorization of up to $1,000 million of our common shares until September 30, 2025. This approval follows the expiration of RBI's prior two-year authorization to repurchase up to the same $1,000 million of our common shares. On September 12, 2024, we announced that the Toronto Stock Exchange (the “TSX”) had accepted and approved the notice of our intention to renew the normal course issuer bid, permitting the repurchase up to 31,981,466 common shares for the 12-month period ending on September 15, 2025. Share repurchases under the normal course issuer bid will be made through the facilities of the TSX, the New York Stock Exchange (the “NYSE”) and/or other exchanges and alternative Canadian or foreign trading systems, if eligible, or by such other means as may be permitted by the TSX and/or the NYSE under applicable law. Shareholders may obtain a copy of the prior notice, free of charge, by contacting us. During the nine months ended September 30, 2024, we did not repurchase any RBI common shares on the open market and as of September 30, 2024, had $500 million remaining under the authorization. Repurchases under the Company's authorization will be made in the open market or through privately negotiated transactions.
We generally provide applicable deferred taxes based on the tax liability or withholding taxes that would be due upon repatriation of cash associated with unremitted earnings. We will continue to monitor our plans for such cash and related foreign earnings but our expectation is to continue to provide taxes on unremitted earnings that we expect to distribute.
On June 20, 2024, Canada enacted tax legislation to restrict the deduction of excessive interest and financing expenses (“EIFEL”) which is effective for taxation years beginning on or after October 1, 2023. As a result, we expect to have restricted interest and financing tax deductions for the current fiscal year, which will increase our cash taxes commencing in 2025.
Debt Instruments and Debt Service Requirements
As of September 30, 2024, our total debt consists primarily of borrowings under our Credit Facilities, amounts outstanding under our 3.875% First Lien Senior Notes due 2028, 3.50% First Lien Senior Notes due 2029, 6.125% First Lien Senior Notes due 2029, 5.625% First Lien Senior Notes due 2029, 4.375% Second Lien Senior Notes due 2028, 4.00% Second Lien Senior Notes due 2030 (together, the “Senior Notes”), TH Facility, and obligations under finance leases. For further information about our total debt, see Note 11 to the accompanying unaudited condensed consolidated financial statements included in this report.
As of September 30, 2024, there was $6,013 million outstanding principal amount under our Term Loan Facilities with a weighted average interest rate of 6.49%. The interest rate applicable to borrowings under our Term Loan A and Revolving Credit Facility is, at our option, either (i) a base rate, subject to a floor of 1.00%, plus an applicable margin varying from 0.00% to 0.50%, or (ii) Term SOFR (Secured Overnight Financing Rate), subject to a floor of 0.00%, plus an applicable margin varying between 0.75% to 1.50%, in each case, determined by reference to a net first lien leverage based pricing grid. The interest rate applicable to borrowings under our Term Loan B is, at our option, either (i) a base rate, subject to a floor of 1.00%, plus an applicable margin of 0.75%, or (ii) Term SOFR, subject to a floor of 0.00%, plus an applicable margin of 1.75%.
Based on the amounts outstanding under the Term Loan Facilities and SOFR as of September 30, 2024, subject to a floor of 0.00%, required debt service for the next twelve months is estimated to be approximately $398 million in interest payments and $71 million in principal payments. In addition, based on SOFR as of September 30, 2024, net cash settlements that we expect to receive on our $4,120 million interest rate swaps are estimated to be approximately $106 million for the next twelve months. Based on the amounts outstanding at September 30, 2024, required debt service for the next twelve months on all of the Senior Notes outstanding is approximately $337 million in interest payments and no principal payments. Based on the amounts outstanding under the TH Facility as of September 30, 2024, required debt service for the next twelve months is estimated to be approximately $7 million in interest payments and $17 million in principal payments.
Restrictions and Covenants
As of September 30, 2024, we were in compliance with all applicable financial debt covenants under the Credit Facilities, the TH Facility, and the indentures governing our Senior Notes.
Cash Dividends
On October 4, 2024, we paid a dividend of $0.58 per common share and Partnership made a distribution in respect of each Partnership exchangeable unit in the amount of $0.58 per Partnership exchangeable unit.
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Our board of directors has declared a cash dividend of $0.58 per common share, which will be paid on January 3, 2025 to common shareholders of record on December 20, 2024. Partnership will also make a distribution in respect of each Partnership exchangeable unit in the amount of $0.58 per Partnership exchangeable unit, and the record date and payment date for distributions on Partnership exchangeable units are the same as the record date and payment date set forth above.
In addition, because we are a holding company, our ability to pay cash dividends on our common shares may be limited by restrictions under our debt agreements. Although we do not have a formal dividend policy, our board of directors may, subject to compliance with the covenants contained in our debt agreements and other considerations, determine to pay dividends in the future. We expect to pay all dividends from cash generated from our operations.
Outstanding Security Data
As of October 30, 2024, we had outstanding 323,707,500 common shares and one special voting share. The special voting share is held by a trustee, entitling the trustee to that number of votes on matters on which holders of 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 the Company, holders of our common shares vote together as a single class with the special voting share except as otherwise provided by law. For information on our share-based compensation and our outstanding equity awards, see Note 13 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, 2023, filed with the U.S Securities and Exchange Commission (the “SEC”) and Canadian securities regulatory authorities on February 22, 2024.
There were 127,048,577 Partnership exchangeable units outstanding as of October 30, 2024. During the nine months ended September 30, 2024, Partnership exchanged 6,549,187 Partnership exchangeable units pursuant to exchange notices received. The holders of Partnership exchangeable units have the right to require Partnership to exchange all or any portion of such holder’s Partnership exchangeable units for our common shares at a ratio of one share for each Partnership exchangeable unit, subject to our right as the general partner of Partnership to determine to settle any such exchange for a cash payment in lieu of our common shares.
Comparative Cash Flows
Operating Activities
Cash provided by operating activities was $1,022 million for the nine months ended September 30, 2024, compared to $920 million during the same period in the prior year. The increase in cash provided by operating activities was primarily driven by an increase in segment income in TH, BK, PLK, INTL and FHS, the inclusion of RH segment income, and an increase in cash provided for working capital, partially offset by an increase in income tax payments and an increase in interest payments.
Investing Activities
Cash used for investing activities was $616 million for the nine months ended September 30, 2024, compared to $11 million during the same period in the prior year. This change was primarily driven by the Carrols Acquisition, an increase in capital expenditures and payments for the acquisition of non-Carrols restaurants from franchisees.
Financing Activities
Cash used for financing activities was $365 million for the nine months ended September 30, 2024, compared to $774 million during the same period in the prior year. The change in cash used for financing activities was driven primarily by an increase in proceeds from long-term debt and the non-recurrence of share repurchases in the current year, partially offset by an increase in repayments of long-term debt, including debt assumed in the Carrols Acquisition.
Contractual Obligations
There have been no significant changes to our contractual obligations as disclosed in our 2023 Annual Report filed on Form 10-K except as described herein and in Note 4 – Carrols Acquisition in the notes to the accompanying unaudited condensed consolidated financial statements.
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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 SEC on February 22, 2024.
New Accounting Pronouncements
See Note 3 – New Accounting Pronouncements in the notes to the accompanying unaudited condensed consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
There were no material changes during the nine months ended September 30, 2024 to the disclosures made in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC and Canadian securities regulatory authorities on February 22, 2024.

Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
An evaluation was conducted under the supervision and with the participation of management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’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, 2024. Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of such date.
Changes in Internal Controls
We are in the process of integrating Carrols into our overall internal control over financial reporting processes.
Internal Control Over Financial Reporting
The Company’s management, including the CEO and CFO, confirm there were no changes in the Company’s internal control over financial reporting during the three months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, other than the integration of Carrols as described above.
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 of macro-economic trends on our results of operations, business, liquidity, prospects and restaurant operations and those of our franchisees; (ii) our expectation regarding additional investments in Burger King restaurants acquired as part of the Carrols Acquisition; (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; (iv) our exposure to changes in interest rates and foreign currency exchange rates and the impact of changes in interest rates and foreign currency exchange rates on the amount of our interest payments, future results of operations and future cash flows; (v) certain tax matters, including our estimates with respect to tax matters and their impact on future periods; (vi) the amount of net cash settlements we expect to pay or receive on our derivative instruments; (vii) certain accounting matters; (viii) RH Transaction Costs and (ix) deferred tax treatment on unremitted earnings.
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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 the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. However, these forward-looking statements are subject to a number of risks and uncertainties and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results, level of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements include, among other things, risks related to: (1) our substantial indebtedness, which could adversely affect our financial condition and prevent us from fulfilling our obligations; (2) global economic or other business conditions that may affect the desire or ability of our customers to purchase our products, such as inflationary pressures, high unemployment levels, declines in median income growth, consumer confidence and consumer discretionary spending and changes in consumer perceptions of dietary health and food safety; (3) our relationship with, and the success of, our franchisees and risks related to our nearly fully franchised business model; (4) our franchisees' financial stability and their ability to access and maintain the liquidity necessary to operate their businesses; (5) our supply chain operations; (6) our ownership and leasing of real estate; (7) the effectiveness of our marketing, advertising and 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 franchisees, including subfranchisees to accelerate restaurant growth; (11) unforeseen events such as pandemics; (12) the ability of the counterparties to our credit facilities’ and derivatives’ to fulfill their commitments and/or obligations; (13) changes in applicable tax laws or interpretations thereof, and our ability to accurately interpret and predict the impact of such changes or interpretations on our financial condition and results; (14) evolving legislation and regulations in the area of franchise and labor and employment law; (15) our ability to address environmental and social sustainability issues; (16) the conflict between Russia and Ukraine, and the conflict in the Middle East and (17) softening in the consumer environment.
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, 2023 filed with the SEC and Canadian securities regulatory authorities on February 22, 2024, as well as other materials that we from time to time file with, or furnish to, the SEC or file with Canadian securities regulatory authorities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this section and elsewhere in this report. Other than as required under securities laws, we do not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise.


Part II – Other Information
Item 1. Legal Proceedings
See Part I, Notes to Condensed Consolidated Financial Statements, Note 16, Commitments and Contingencies.
Item 5. Other Information
During the three months ended September 30, 2024, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
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Item 6. Exhibits
Exhibit
Number
Description
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101)

* Management contract or compensatory plan or arrangement
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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 INC.
(Registrant)
Date: November 5, 2024  By: /s/ Sami Siddiqui
   Name: Sami Siddiqui
   Title: Chief Financial Officer
(principal financial officer)
(duly authorized officer)
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