8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 3, 2022

RESTAURANT BRANDS INTERNATIONAL INC.

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

Canada	001-36786	98-1202754
Ontario	001-36787	98-1206431
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation)	File Number)	Identification No.)
130 King Street West, Suite 300		M5X 1E1
---	---	---
Toronto,	Ontario
(Address of Principal Executive Offices)		(Zip Code)

(905) 339-6011

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbols	Name of each exchange on which registered
Common Shares, without par value	QSR	New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Title of each class	Trading Symbols	Name of each exchange on which registered
Class B exchangeable limited partnership units	QSP	Toronto Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02     Results of Operations and Financial Condition.

On May 3, 2022, Restaurant Brands International Inc. (the “Company”) issued a press release and supplemental financial and operational information regarding results for the three months ended March 31, 2022. The press release and supplemental financial and operational information are furnished as Exhibit 99 hereto.

Item 9.01     Financial Statements and Exhibits

Exhibit<br>Number	Description
99	Press release and supplemental financial and operational information regarding results for the three months ended March 31, 2022 issued by the Company on May 3, 2022.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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.<br>RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP, by its general partner RESTAURANT BRANDS INTERNATIONAL INC.
Date: May 3, 2022	/s/ Matthew Dunnigan
	Name:	Matthew Dunnigan
	Title:	Chief Financial Officer

Document

EXHIBIT 99

Restaurant Brands International Inc. Reports First Quarter 2022 Results

First quarter system-wide sales grow 14%, up nearly $1 billion year-over year

Global comparable sales growth of 8% driven by over 10% at Tim Hortons Canada and over 20% at Burger King International

Home market digital sales reach their highest levels ever as a percentage of system-wide sales

Record number of first quarter restaurant openings, led by multi-brand international growth and Popeyes in the US

Over $400 million of capital returned to shareholders in Q1 through dividends and share buybacks

Toronto, May 3, 2022 - Restaurant Brands International Inc. (TSX: QSR) (NYSE: QSR) (TSX: QSP) today reported financial results for the first quarter ended March 31, 2022.

José Cil, Chief Executive Officer of Restaurant Brands International Inc. (“RBI”) commented, “Our first quarter results reflect the hard work of our great franchisees, team members, and employees with important milestones including a strong resurgence in comparable sales, record first quarter new restaurant openings, and the highest level of digital engagement we have seen from guests across our home markets. This progress allowed us to continue investing behind our key priorities, while also returning over $400 million to shareholders between dividends and share repurchases.”

“Tim Hortons Canada and Burger King International had standout sales performances, both with double digit comparable sales growth during the first quarter, while Burger King U.S. continued to lay the foundation to return to long term, sustainable growth. In addition, our strong start to the year in new restaurant openings and the progress we’ve made in ramping our global development capabilities at Tim Hortons and Popeyes gives us confidence that we are on track to accelerate unit growth in 2022.”

Cil continued, “With home market digital sales reaching their highest levels ever, we’re pleased with the investments we’ve made to allow our guests to engage with our brands in more convenient and personal ways – whether it’s at the front counter, in the drive-thru, or ahead of time through mobile ordering. We believe we’re well positioned to continue our momentum from the first quarter, with experienced leaders guiding our brands and collaborating with our amazing franchisee networks to grow all four of our brands over the long-term.” concluded Cil.

Consolidated Operational Highlights	Three Months Ended March 31,
	2022			2021
	(Unaudited)
System-wide Sales Growth
TH	12.9	%		(4.9)	%
BK	16.5	%		1.8	%
PLK	4.1	%		7.0	%
Consolidated (a)	13.7	%		1.4	%
FHS (b)	7.4	%		27.0	%
System-wide Sales (in US millions)
TH	1,556		$	1,379
BK	5,818		$	5,173
PLK	1,383		$	1,344
FHS	272		$	—
Consolidated (a)	9,029		$	7,896
FHS (b)	—		$	254
Net Restaurant Growth
TH	6.7	%		1.3	%
BK	3.1	%		(0.8)	%
PLK	7.9	%		4.8	%
Consolidated (a)	4.4	%		0.2	%
FHS (b)	1.8	%		1.7	%
System Restaurant Count at Period End
TH	5,320			4,987
BK	19,266			18,691
PLK	3,771			3,495
FHS	1,219			—
Consolidated	29,576			27,173
FHS (b)	—			1,198
Comparable Sales
TH	8.4	%		(2.3)	%
BK	10.3	%		0.7	%
PLK	(3.0)	%		1.5	%
FHS (b)	4.2	%		24.2	%

All values are in US Dollars.

(a) Consolidated system-wide sales growth and consolidated net restaurant growth do not include the results of Firehouse Subs for all of the periods presented. Consolidated system-wide sales do not include the results of Firehouse Subs for 2021.

(b) 2021 Firehouse Subs figures are shown for informational purposes only, consistent with its fiscal calendar.

Note: System-wide sales growth and comparable sales are calculated on a constant currency basis and include sales at franchise restaurants and company-owned restaurants. System-wide sales are driven by sales at franchise restaurants, as approximately 100% of current restaurants are franchised. 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. Additionally, if a restaurant is closed for a significant portion of a month, the restaurant is excluded from the monthly comparable sales calculation.

Consolidated Financial Highlights

	Three Months Ended March 31,
(in US$ millions, except per share data)	2022		2021
	(Unaudited)
Total Revenues	$	1,451	$	1,260
Net Income	$	270	$	271
Diluted Earnings per Share	$	0.59	$	0.58
TH Adjusted EBITDA(1)	$	231	$	207
BK Adjusted EBITDA(1)	$	229	$	217
PLK Adjusted EBITDA(1)	$	56	$	56
FHS Adjusted EBITDA(1)	$	14	$	—
Adjusted EBITDA(2)	$	530	$	480
Adjusted Net Income(2)	$	295	$	257
Adjusted Diluted Earnings per Share(2)	$	0.64	$	0.55			Three Months Ended March 31,
---	---	---
	2022		2021
	(Unaudited)
Net cash provided by operating activities	$	234	$	266
Net cash (used for) provided by investing activities	$	1	$	(7)
Net cash (used for) provided by financing activities	$	(426)	$	(261)
LTM Free Cash Flow(2)	$	1,593	$	938
Net Debt	$	12,581	$	11,401
Net Leverage(2)	5.5x		6.0x

(1)TH Adjusted EBITDA, BK Adjusted EBITDA, PLK Adjusted EBITDA and FHS Adjusted EBITDA are our measures of segment profitability.

(2)Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted Earnings per Share, LTM Free Cash Flow, and Net Leverage are non-GAAP financial measures. Please refer to "Non-GAAP Financial Measures" for further detail.

Commencing upon the acquisition of Firehouse Subs in December 2021, we have four operating segments: Tim Hortons (TH), Burger King (BK), Popeyes Louisiana Kitchen (PLK) and Firehouse Subs (FHS). Our financial results and operational highlights are disclosed based on these segments each quarter.

The year-over-year increase in Total Revenues on an as reported and on an organic basis was primarily driven by an increase in system-wide sales at Tim Hortons, Burger King and Popeyes. On an as reported basis the increase was also driven by the inclusion of Firehouse Subs. This increase in Total Revenues was partially offset by unfavorable FX movements on an as reported basis.

The decrease in Net Income for the first quarter was primarily driven by an unfavorable change from other operating expenses (income) net, an unfavorable change from the impact of equity method investments, an increase in income tax expense and an increase in interest expense, partially offset by increases in segment income in our TH and BK segments and the inclusion of FHS segment income.

The year-over-year increase in Adjusted EBITDA on an as reported and on an organic basis was primarily driven by increases in TH and BK Adjusted EBITDA. On an as reported basis the increase was also driven by the inclusion of FHS Adjusted EBITDA partially offset by unfavorable FX movements.

The year-over-year increase in Adjusted Net Income was primarily driven by increases in Adjusted EBITDA in our TH and BK brands and the inclusion of FHS Adjusted EBITDA, partially offset by an increase in adjusted income tax expense.

COVID-19

The global crisis resulting from the spread of coronavirus (“COVID-19”) impacted our global restaurant operations for the three months ended March 31, 2022 and 2021, though in 2022 the impact was more modest than in the prior year.

During the three months ended March 31, 2022 and 2021, substantially all restaurants remained open, some with limited operations, such as drive-thru, takeout and delivery (where applicable), reduced, if any, dine-in capacity, and/or restrictions on hours of operation. Certain markets periodically required temporary closures while implementing government mandated lockdown orders. For example, while most regions have eased restrictions, increases in cases and new variants at the beginning of 2022 caused certain markets to re-impose temporary restrictions as a result of government mandates. We expect local conditions to continue to dictate limitations on restaurant operations, capacity, and hours of operation.

During the three months ended March 31, 2022, COVID-19 contributed to labor challenges, which in some regions resulted in reduced operating hours and service modes at select restaurants as well as supply chain pressures.

With the pandemic affecting consumer behavior, the importance of digital sales, including delivery, has grown. We expect to continue to support enhancements of our digital and marketing capabilities.

War in Ukraine

We entered into a master franchise joint venture arrangement in Russia ten years ago, similar to our approach in a number of other global markets. We own a minority stake (15%) in the joint venture and none of the other owners have a majority share. During the first quarter, we shared a number of actions that we have taken to date as a result of the tragic events related to Russia's military invasion of Ukraine. We suspended all corporate support for the Russian market, including operations, marketing, and supply chain support in addition to refusing approvals for new investment and expansion.

The impact on our consolidated results are measurable, but not material. Burger King is our only brand with restaurants in Russia, and in 2021, these restaurants represented 2.0% of total system-wide sales, 2.9% of total restaurant count excluding Firehouse Subs, 4.5% of total net restaurant growth, 0.6% of total revenue, and 1.7% of Consolidated Adjusted EBITDA. While we currently include Russia within reported KPIs, we do not expect to recognize any profits in 2022. During the first quarter, these Russian restaurants had an estimated 2.6% or $12 million negative impact on our year-over-year organic adjusted EBITDA growth.

Reclassification of Technology Revenues and Expenses

This quarter we made a change to the way we report revenues and expenses related to technology initiatives to provide clarity and consistency across our brands and with our industry peers. We had previously included revenue from technology fees in Franchise and property revenues, while the associated technology expenses were included in General and administrative expenses. During the first quarter and going forward, revenue from technology fees will be reported in Advertising revenues and other services, while the associated technology expenses will be reported in Advertising expenses and other services.

Additionally, prior year amounts in the condensed consolidated statement of operations and accompanying BK segment results have been reclassified in order to be comparable with the current year classifications. These reclassifications did not arise as a result of any changes to accounting policies and relate entirely to presentation with no effect on previously reported net income and segment income. Refer to page 23 for the RBI consolidated and BK segment quarterly results for 2021 adjusted for these reclassifications.

TH Segment Results

	Three Months Ended March 31,
(in US millions)	2022			2021
	(Unaudited)
System-wide Sales Growth	12.9	%		(4.9)	%
System-wide Sales	1,556		$	1,379
Comparable Sales	8.4	%		(2.3)	%
Net Restaurant Growth	6.7	%		1.3	%
System Restaurant Count at Period End	5,320			4,987
Sales	566		$	473
Franchise and Property Revenues	206		$	190
Advertising Revenues and Other Services	57		$	47
Total Revenues	829		$	710
Cost of Sales	453		$	370
Franchise and Property Expenses	81		$	81
Advertising Expenses and Other Services	67		$	62
Segment G&A	29		$	24
Segment Depreciation and Amortization	29		$	31
Adjusted EBITDA(1)(3)	231		$	207

All values are in US Dollars.

(3)TH Adjusted EBITDA includes $3 million of cash distributions received from equity method investments for the three months ended March 31, 2022 and 2021.

For the first quarter of 2022, the increase in system-wide sales was primarily driven by comparable sales of 8.4%, including Canada comparable sales of 10.1%, and net restaurant growth of 6.7%.

The year-over-year increase in Total Revenues on an as reported and on an organic basis was primarily driven by an increase in system-wide sales as well as increases in commodity prices and an increase in sales to retailers.

The year-over-year increase in Adjusted EBITDA on an as reported and on an organic basis was primarily driven by the increase in system-wide sales and by advertising expenses exceeding advertising revenues to a lesser extent than in the prior year period, partially offset by an increase in Segment G&A.

BK Segment Results

	Three Months Ended March 31,
(in US millions)	2022			2021
	(Unaudited)
System-wide Sales Growth	16.5	%		1.8	%
System-wide Sales	5,818		$	5,173
Comparable Sales	10.3	%		0.7	%
Net Restaurant Growth	3.1	%		(0.8)	%
System Restaurant Count at Period End	19,266			18,691
Sales	16		$	16
Franchise and Property Revenues	318		$	289
Advertising Revenues and Other Services	109		$	102
Total Revenues	443		$	407
Cost of Sales	17		$	16
Franchise and Property Expenses	45		$	33
Advertising Expenses and Other Services	119		$	118
Segment G&A	45		$	35
Segment Depreciation and Amortization	12		$	12
Adjusted EBITDA(1)	229		$	217

All values are in US Dollars.

For the first quarter of 2022, the increase in system-wide sales was driven by comparable sales of 10.3%, including rest of the world comparable sales of 20.1% and relatively flat US comparable sales, and net restaurant growth of 3.1%.

The year-over-year change in Total Revenues on an as reported and on an organic basis was primarily driven by the increase in system-wide sales. This increase in Total Revenues was partially offset by unfavorable FX movements on an as reported basis.

The year-over-year change in Adjusted EBITDA on an as reported and on an organic basis was primarily driven by the increase in system-wide sales and by advertising expenses exceeding advertising revenues to a lesser extent than in the prior year period, partially offset by bad debt expense in the current year, primarily related to Russia, compared to bad debt recoveries in the prior year and an increase in Segment G&A. This increase in Adjusted EBITDA was partially offset by unfavorable FX movements on an as reported basis.

PLK Segment Results

	Three Months Ended March 31,
(in US millions)	2022			2021
	(Unaudited)
System-wide Sales Growth	4.1	%		7.0	%
System-wide Sales	1,383		$	1,344
Comparable Sales	(3.0)	%		1.5	%
Net Restaurant Growth	7.9	%		4.8	%
System Restaurant Count at Period End	3,771			3,495
Sales	17		$	18
Franchise and Property Revenues	71		$	69
Advertising Revenues and Other Services	60		$	56
Total Revenues	148		$	143
Cost of Sales	16		$	15
Franchise and Property Expenses	2		$	2
Advertising Expenses and Other Services	61		$	57
Segment G&A	15		$	14
Segment Depreciation and Amortization	2		$	2
Adjusted EBITDA(1)	56		$	56

All values are in US Dollars.

For the first quarter of 2022, the increase in system-wide sales was driven by net restaurant growth of 7.9%, partially offset by a decrease in comparable sales of (3.0)%, including a decrease in US comparable sales of (4.6)%.

The year-over-year change in Total Revenues on an as reported and on an organic basis was primarily driven by the increase in system-wide sales.

Adjusted EBITDA on an as reported and on an organic basis was primarily driven by the increase in system-wide sales, offset by an increase in Segment G&A and a lower contribution from company restaurants.

FHS Segment Results

	Three Months Ended March 31,
(in US millions)	2022			2021
	(Unaudited)
System-wide Sales Growth (a)	7.4	%		27.0	%
System-wide Sales (a)	272		$	254
Comparable Sales (a)	4.2	%		24.2	%
Net Restaurant Growth (a)	1.8	%		1.7	%
System Restaurant Count at Period End (a)	1,219			1,198
Sales	10			N/A
Franchise and Property Revenues	20			N/A
Advertising Revenues and Other Services	1			N/A
Total Revenues	31			N/A
Cost of Sales	8			N/A
Franchise and Property Expenses	2			N/A
Segment G&A	8			N/A
Adjusted EBITDA(1)	14			N/A

All values are in US Dollars.

(a) 2021 Firehouse Subs figures are shown for informational purposes only, consistent with its fiscal calendar.

For the first quarter of 2022, the increase in system-wide sales was driven by an increase in comparable sales of 4.2%, including US comparable sales of 4.5%, and net restaurant growth of 1.8%.

Cash and Liquidity

As of March 31, 2022, total debt was $13.5 billion, net debt (total debt less cash and cash equivalents of $0.9 billion) was $12.6 billion, and net leverage was 5.5x. During the first quarter we also repurchased 2.9 million RBI common shares for $161 million under our $1 billion share repurchase program and as of March 31, 2022 had $288 million remaining under the authorization.

The RBI Board of Directors has declared a dividend of $0.54 per common share and partnership exchangeable unit of Restaurant Brands International Limited Partnership for the second quarter of 2022. The dividend will be payable on July 6, 2022 to shareholders and unitholders of record at the close of business on June 22, 2022.

Investor Conference Call

We will host an investor conference call and webcast at 8:30 a.m. Eastern Time on Tuesday, May 3, 2022, to review financial results for the first quarter ended March 31, 2022. The earnings call will be broadcast live via our investor relations website at http://rbi.com/investors and a replay will be available for 30 days following the release. The dial-in number is (844) 200-6205 for U.S. callers, (833) 950-0062 for Canadian callers, and (929) 526- 1599 for callers from other countries. For all dial-in numbers please use the following access code: 016518.

The Company will also host a Tim Hortons Canada Investor Day on Tuesday, May 3, 2022, starting at 11:00 a.m. Eastern Time. The event will provide investors an opportunity to hear the Tim Hortons Canada leadership team discuss the brand’s business strategy and growth in detail. A live webcast of the investor day will be available on the Company’s investor relations website and will be available for 30 days following the event. The webcast can be accessed at THInvestorDay2022.can.chime.live.

For further information: Investors: investor@rbi.com; Media: media@rbi.com

About Restaurant Brands International Inc.

Restaurant Brands International Inc. is one of the world's largest quick service restaurant companies with over $35 billion in annual system-wide sales and over 29,000 restaurants in more than 100 countries. RBI owns four of the world’s most prominent and iconic quick service restaurant brands – TIM HORTONS®, BURGER KING®, POPEYES®, and FIREHOUSE SUBS®. These independently operated brands have been serving their respective guests, franchisees and communities for decades. Through its Restaurant Brands for Good framework, RBI is improving sustainable outcomes related to its food, the planet, and people and communities. To learn more about RBI, please visit the company’s website at www.rbi.com.

Forward-Looking Statements

This press release contains certain forward-looking statements and information, which reflect management's current beliefs and expectations regarding future events and operating performance and speak only as of the date hereof. These forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties. These forward-looking statements include statements about our expectations regarding the effects and continued impact of the COVID-19 pandemic on our results of operations, business, liquidity, prospects and restaurant operations and those of our franchisees, including local conditions and government-imposed limitations and restrictions, our growth opportunities and ability to drive long-term, sustainable growth, our investments in digital and marketing initiatives and the impact of these initiatives on guest experience, and our discontinuation of operations in and financial results from Russia. The factors that could cause actual results to differ materially from RBI’s expectations are detailed in filings of RBI with the Securities and Exchange Commission and applicable Canadian securities regulatory authorities, such as its annual and quarterly reports and current reports on Form 8-K, and include the following: risks related to unforeseen events such as pandemics; risks related to supply chain; risks related to ownership and leasing of properties; risks related to our franchisees financial stability and their ability to access and maintain the liquidity necessary to operate their business; risks related to RBI’s ability to successfully implement its domestic and international growth strategy and risks related to its international operations; risks related to RBI’s ability to compete domestically and internationally in an intensely competitive industry; risks related to technology; risks related to the conflict between Russia and Ukraine, and changes in applicable tax and other laws and regulations or interpretations thereof. Other than as required under U.S. federal securities laws or Canadian 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, change in expectations or otherwise.

RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

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

(Unaudited)

	Three Months Ended March 31,
		2022		2021
Revenues:
Sales		$	609	$	507
Franchise and property revenues		615		548
Advertising revenues and other services		227		205
Total revenues		1,451		1,260
Operating costs and expenses:
Cost of sales		494		401
Franchise and property expenses		130		116
Advertising expenses and other services		247		237
General and administrative expenses		133		104
(Income) loss from equity method investments		13		2
Other operating expenses (income), net		(16)		(42)
Total operating costs and expenses		1,001		818
Income from operations		450		442
Interest expense, net		127		124
Income before income taxes		323		318
Income tax expense		53		47
Net income		270		271
Net income attributable to noncontrolling interests		87		92
Net income attributable to common shareholders		$	183	$	179
Earnings per common share
Basic		$	0.59	$	0.59
Diluted		$	0.59	$	0.58
Weighted average shares outstanding (in millions):
Basic		309		306
Diluted		458		465
Cash dividends declared per common share		$	0.54	$	0.53

RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

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

(Unaudited)

	As of
	March 31, 2022		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	895	$	1,087
Accounts and notes receivable, net of allowance of $27 and $18, respectively	593		547
Inventories, net	108		96
Prepaids and other current assets	90		86
Total current assets	1,686		1,816
Property and equipment, net of accumulated depreciation and amortization of $1,014 and $979, respectively	2,023		2,035
Operating lease assets, net	1,137		1,130
Intangible assets, net	11,451		11,417
Goodwill	6,050		6,006
Net investment in property leased to franchisees	82		80
Other assets, net	743		762
Total assets	$	23,172	$	23,246
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts and drafts payable	$	637	$	614
Other accrued liabilities	917		947
Gift card liability	169		221
Current portion of long-term debt and finance leases	105		96
Total current liabilities	1,828		1,878
Long-term debt, net of current portion	12,903		12,916
Finance leases, net of current portion	337		333
Operating lease liabilities, net of current portion	1,074		1,070
Other liabilities, net	1,689		1,822
Deferred income taxes, net	1,380		1,374
Total liabilities	19,211		19,393
Shareholders’ equity:
Common shares, no par value; unlimited shares authorized at March 31, 2022 and December 31, 2021; 308,684,403 shares issued and outstanding at March 31, 2022; 309,025,068 shares issued and outstanding at December 31, 2021	2,059		2,156
Retained earnings	804		791
Accumulated other comprehensive income (loss)	(573)		(710)
Total Restaurant Brands International Inc. shareholders’ equity	2,290		2,237
Noncontrolling interests	1,671		1,616
Total shareholders’ equity	3,961		3,853
Total liabilities and shareholders’ equity	$	23,172	$	23,246

RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In millions of U.S. dollars)

(Unaudited)

	Three Months Ended March 31,
	2022		2021
Cash flows from operating activities:
Net income	$	270	$	271
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	49		49
Amortization of deferred financing costs and debt issuance discount	7		7
(Income) loss from equity method investments	13		2
(Gain) loss on remeasurement of foreign denominated transactions	(21)		(43)
Net (gains) losses on derivatives	18		20
Share-based compensation and non-cash incentive compensation expense	27		26
Deferred income taxes	(16)		14
Other	9		(8)
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	(46)		24
Inventories and prepaids and other current assets	(22)		(4)
Accounts and drafts payable	18		19
Other accrued liabilities and gift card liability	(91)		(117)
Tenant inducements paid to franchisees	(2)		—
Other long-term assets and liabilities	21		6
Net cash provided by operating activities	234		266
Cash flows from investing activities:
Payments for property and equipment	(10)		(15)
Net proceeds from disposal of assets, restaurant closures, and refranchisings	4		11
Settlement/sale of derivatives, net	3		2
Other investing activities, net	4		(5)
Net cash (used for) provided by investing activities	1		(7)
Cash flows from financing activities:
Proceeds from long-term debt	1		—
Repayments of long-term debt and finance leases	(21)		(27)
Payment of dividends on common shares and distributions on Partnership exchangeable units	(241)		(239)
Repurchase of common shares	(161)		—
Proceeds from stock option exercises	3		20
(Payments) proceeds from derivatives	(6)		(16)
Other financing activities, net	(1)		1
Net cash (used for) provided by financing activities	(426)		(261)
Effect of exchange rates on cash and cash equivalents	(1)		5
Increase (decrease) in cash and cash equivalents	(192)		3
Cash and cash equivalents at beginning of period	1,087		1,560
Cash and cash equivalents at end of period	$	895	$	1,563
Supplemental cash flow disclosures:
Interest paid	$	75	$	72
Income taxes paid	$	42	$	96

RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Key Operating Metrics

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

System-wide sales growth refers to the percentage change in sales at all franchise restaurants and Company restaurants (referred to as system-wide sales) in one period from the same period in the prior year. Comparable sales refers to the percentage change in restaurant sales in one period from the same prior year period for restaurants that have been open for 13 months or longer for TH, BK and FHS and 17 months or longer for PLK. Additionally, if a restaurant is closed for a significant portion of a month, the restaurant is excluded from the monthly comparable sales calculation. System-wide sales growth and comparable sales are measured on a constant currency basis, which means that results exclude the effect of foreign currency translation ("FX Impact") and are calculated by translating prior year results at current year monthly average exchange rates. We analyze key operating metrics on a constant currency basis as this helps identify underlying business trends, without distortion from the effects of currency movements.

System-wide sales represent sales at all franchise restaurants and company-owned restaurants. We do not record franchise sales as revenues; however, our royalty revenues and advertising fund contributions are calculated based on a percentage of franchise sales.

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

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

	Three Months Ended March 31,
KPIs by Market	2022			2021
	(Unaudited)
System-wide Sales Growth
TH - Canada	11.7	%		(7.3)	%
TH - Rest of World	19.4	%		10.9	%
TH - Global	12.9	%		(4.9)	%
BK - US	0.2	%		4.7	%
BK - Rest of World	31.2	%		(0.6)	%
BK - Global	16.5	%		1.8	%
PLK - US	0.6	%		5.7	%
PLK - Rest of World	31.6	%		17.8	%
PLK - Global	4.1	%		7.0	%
FHS - US (a)	6.7	%		25.6	%
FHS - Rest of World (a)	24.2	%		72.2	%
FHS - Global (a)	7.4	%		27.0	%
System-wide Sales (in US millions)
TH - Canada	1,301		$	1,165
TH - Rest of World	255		$	214
TH - Global	1,556		$	1,379
BK - US	2,375		$	2,369
BK - Rest of World	3,443		$	2,804
BK - Global	5,818		$	5,173
PLK - US	1,184		$	1,182
PLK - Rest of World	199		$	162
PLK - Global	1,383		$	1,344
FHS - US (a)	260		$	244
FHS - Rest of World (a)	12		$	10
FHS - Global (a)	272		$	254
Comparable Sales
TH - Canada	10.1	%		(3.3)	%
TH - Rest of World	(1.2)	%		5.1	%
TH - Global	8.4	%		(2.3)	%
BK - US	(0.5)	%		6.6	%
BK - Rest of World	20.1	%		(4.6)	%
BK - Global	10.3	%		0.7	%
PLK - US	(4.6)	%		0.9	%
PLK - Rest of World	9.2	%		7.2	%
PLK - Global	(3.0)	%		1.5	%
FHS - US (a)	4.5	%		23.9	%
FHS - Rest of World (a)	(3.5)	%		32.2	%
FHS - Global (a)	4.2	%		24.2	%

All values are in US Dollars.

	As of
KPIs by Market	March 31, 2022		March 31, 2021
	(Unaudited)
Net Restaurant Growth
TH - Canada	(0.2)	%	(1.7)	%
TH - Rest of World	32.3	%	14.0	%
TH - Global	6.7	%	1.3	%
BK - US	(0.1)	%	(2.8)	%
BK - Rest of World	5.0	%	0.4	%
BK - Global	3.1	%	(0.8)	%
PLK - US	5.7	%	5.6	%
PLK - Rest of World	14.5	%	2.4	%
PLK - Global	7.9	%	4.8	%
FHS - US (a)	1.0	%	1.0	%
FHS - Rest of World (a)	22.0	%	24.2	%
FHS - Global (a)	1.8	%	1.7	%
Restaurant Count
TH - Canada	3,928		3,935
TH - Rest of World	1,392		1,052
TH - Global	5,320		4,987
BK - US	7,088		7,097
BK - Rest of World	12,178		11,594
BK - Global	19,266		18,691
PLK - US	2,784		2,633
PLK - Rest of World	987		862
PLK - Global	3,771		3,495
FHS - US (a)	1,169		1,157
FHS - Rest of World (a)	50		41
FHS - Global (a)	1,219		1,198

(a) 2021 Firehouse Subs figures are shown for informational purposes only, consistent with its fiscal calendar.

RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Supplemental Disclosure

(Unaudited)

General and Administrative Expenses

(in US millions)	2022		2021
Segment G&A TH(1)	$	29	$	24
Segment G&A BK(1)	45		35
Segment G&A PLK(1)	15		14
Segment G&A FHS(1)	8		—
Share-based compensation and non-cash incentive compensation expense	27		26
Depreciation and amortization(2)	5		4
FHS Transaction costs	1		—
Corporate restructuring and tax advisory fees	3		1
General and administrative expenses	$	133	$	104

All values are in US Dollars.

(1)Segment G&A includes segment general and administrative expenses and excludes share-based compensation and non-cash incentive compensation expense, depreciation and amortization, FHS Transaction costs and corporate restructuring and tax advisory fees.

(2)Segment depreciation and amortization reflects depreciation and amortization included in the respective segment cost of sales, franchise and property expenses and advertising expenses and other services. Depreciation and amortization included in general and administrative expenses reflects all other depreciation and amortization.

Other Operating Expenses (Income), net

(in US millions)	2022		2021
Net losses (gains) on disposal of assets, restaurant closures, and refranchisings(3)	$	2	$	(2)
Litigation settlement (gains) and reserves, net	1		2
Net losses (gains) on foreign exchange(4)	(21)		(43)
Other, net	2		1
Other operating expenses (income), net	$	(16)	$	(42)

All values are in US Dollars.

(3)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.

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

RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Non-GAAP Financial Measures

(Unaudited)

Below, we define the non-GAAP financial measures, provide a reconciliation of each non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), and discuss the reasons why we believe this information is useful to management and may be useful to investors. These measures do not have standardized meanings under GAAP and may differ from similarly captioned measures of other companies in our industry.

Non-GAAP Measures

To supplement our condensed consolidated financial statements presented on a GAAP basis, RBI reports the following non-GAAP financial measures: EBITDA, Adjusted EBITDA, LTM Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted Earnings per Share (“Adjusted Diluted EPS”), Organic revenue growth, Organic Adjusted EBITDA growth, Free Cash Flow, LTM Free Cash Flow and Net Leverage. We believe that these non-GAAP measures are useful to investors in assessing our operating performance or liquidity, as it provides them with the same tools that management uses to evaluate our performance or liquidity and is responsive to questions we receive from both investors and analysts. By disclosing these non-GAAP measures, we intend to provide investors with a consistent comparison of our operating results and trends for the periods presented.

EBITDA is defined as earnings (net income or loss) before interest expense, net, (gain) loss on early extinguishment of debt, income tax (benefit) expense, and depreciation and amortization and is used by management to measure operating performance of the business. Adjusted EBITDA is defined as EBITDA excluding (i) the non-cash impact of share-based compensation and non-cash incentive compensation expense, (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 or expense from non-recurring projects and non-operating activities. For the periods referenced, this included non-recurring fees and expenses incurred in connection with the Firehouse Subs acquisition consisting of professional fees, compensation related expenses and integration costs as well as costs from professional advisory and consulting services associated with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movements, including services related to significant tax reform legislation, regulations and related restructuring initiatives. Management believes that these types of expenses are either not related to our underlying profitability drivers or not likely to re-occur in the foreseeable future and the varied timing, size and nature of these projects may cause volatility in our results unrelated to the performance of our core business that does not reflect trends of our core operations. Adjusted EBITDA is used by management to measure operating performance of the business, excluding these non-cash and other specifically identified items that management believes are not relevant to management’s assessment of our operating performance. Adjusted EBITDA, as defined above, also represents our measure of segment income for each of our four operating segments.

LTM Adjusted EBITDA is defined as Adjusted EBITDA for the last twelve month period to the date reported. See reconciliation of LTM Adjusted EBITDA in the following pages.

Adjusted Net Income is defined as net income excluding (i) franchise agreement amortization as a result of acquisition accounting, (ii) amortization of deferred financing costs and debt issuance discount, (iii) loss on early extinguishment of debt and interest expense, which represents non-cash interest expense related to losses reclassified from accumulated comprehensive income (loss) into interest expense in connection with interest rate swaps de-designated in May 2015, November 2019 and September 2021, (iv) (income) loss from equity method investments, net of cash distributions received from equity method investments, (v) other operating expenses (income), net, and (vi) income or expense from non-recurring projects and non-operating activities (as described above).

Adjusted Diluted EPS is calculated by dividing Adjusted Net Income by the weighted average diluted shares outstanding of RBI during the reporting period. Adjusted Net Income and Adjusted Diluted EPS are used by management to evaluate the operating performance of the business, excluding certain non-cash and other specifically identified items that management believes are not relevant to management’s assessment of operating performance or the performance of an acquired business.

Net Leverage is defined as net debt (total debt less cash and cash equivalents) divided by Adjusted EBITDA. Net Leverage is a performance measure that we believe provides investors a more complete understanding of our leverage position and borrowing capacity after factoring in cash and cash equivalents that eventually could be used to repay outstanding debt.

Revenue growth and Adjusted EBITDA growth, on an organic basis, are non-GAAP measures that exclude the impact of FX movements and also exclude the results of Firehouse Subs for the first four full fiscal quarters following the acquisition. Management believes that organic growth is an important metric for measuring the operating performance of our business as it helps identify underlying business trends, without distortion from the effects of FX movements and the Firehouse Subs acquisition. We calculate the impact of FX movements by translating prior year results at current year monthly average exchange rates.

Free Cash Flow is the total of Net cash provided by operating activities minus Payments for property and equipment. Free Cash Flow is a liquidity measure used by management as one factor in determining the amount of cash that is available for working capital needs or

other uses of cash, however, it does not represent residual cash flows available for discretionary expenditures. LTM Free Cash Flow is defined as Free Cash Flow for the last twelve month period to the date reported.

RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Non-GAAP Financial Measures

Organic Growth in Revenue and Adjusted EBITDA

(Unaudited)

	Three Months Ended March 31,				Variance			FHS Impact	Impact of FX Movements	Organic Growth
(in US$ millions)	2022		2021			%					%
Revenue
TH	$	829	$	710		16.8	%				16.9	%
BK	$	443	$	407		9.0	%				11.0	%
PLK	$	148	$	143		3.5	%				3.7	%
FHS	$	31	$	—		NM					—	%
Total Revenues	$	1,451	$	1,260		15.2	%				13.5	%
Adjusted EBITDA
TH	$	231	$	207		11.7	%				11.8	%
BK	$	229	$	217		5.5	%				8.8	%
PLK	$	56	$	56		0.3	%				0.9	%
FHS	$	14	$	—		NM					—	%
Adjusted EBITDA	$	530	$	480		10.4	%				9.2	%

All values are in US Dollars.

Note: Percentage changes may not recalculate due to rounding.

NM - not meaningful

RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Non-GAAP Financial Measures

Reconciliation of EBITDA and Adjusted EBITDA to Net Income

(Unaudited)

(in US millions)	2022		2021
Segment income:
TH	$	231	$	207
BK	229		217
PLK	56		56
FHS	14		—
Adjusted EBITDA	530		480
Share-based compensation and non-cash incentive compensation expense(1)	27		26
FHS Transaction costs(2)	1		—
Corporate restructuring and tax advisory fees(3)	3		1
Impact of equity method investments(4)	16		4
Other operating expenses (income), net	(16)		(42)
EBITDA	499		491
Depreciation and amortization	49		49
Income from operations	450		442
Interest expense, net	127		124
Income tax expense(5)	53		47
Net income	$	270	$	271

All values are in US Dollars.

RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Non-GAAP Financial Measures

Reconciliation of Net Income to Adjusted Net Income and Adjusted Diluted EPS

(Unaudited)

(in US millions, except per share data)	2022		2021
Net income	$	270	$	271
Income tax expense(5)	53		47
Income before income taxes	323		318
Adjustments:
Franchise agreement amortization	8		8
Amortization of deferred financing costs and debt issuance discount	7		7
Interest expense and loss on extinguished debt(6)	16		8
FHS Transaction costs(2)	1		—
Corporate restructuring and tax advisory fees(3)	3		1
Impact of equity method investments(4)	16		4
Other operating expenses (income), net	(16)		(42)
Total adjustments	35		(14)
Adjusted income before income taxes	358		304
Adjusted income tax expense(5)(7)	63		47
Adjusted net income	$	295	$	257
Adjusted diluted earnings per share	$	0.64	$	0.55
Weighted average diluted shares outstanding	458		465

All values are in US Dollars.

RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Non-GAAP Financial Measures

Net Leverage and Reconciliation of Free Cash Flow

(Unaudited)

	As of
(in US$ millions, except ratio)	March 31, 2022		March 31, 2021
Long-term debt, net of current portion	$	12,903	$	12,386
Finance leases, net of current portion	337		318
Current portion of long-term debt and finance leases	105		112
Unamortized deferred financing costs and deferred issue discount	131		148
Total debt	13,476		12,964
Cash and cash equivalents	895		1,563
Net debt	12,581		11,401
LTM adjusted EBITDA	2,298		1,900
Net leverage	5.5x		6.0x
	Three Months Ended March 31,						Twelve Months Ended December 31,				Twelve Months Ended March 31,
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
(in US$ millions)	2022		2021		2020		2021		2020		2022		2021
Calculation:	A		B		C		D		E		A + D - B		B + E - C
Net cash provided by operating activities	$	234	$	266	$	136	$	1,726	$	921	$	1,694	$	1,051
Payments for property and equipment	(10)		(15)		(19)		(106)		(117)		(101)		(113)
Free Cash flow	$	224	$	251	$	117	$	1,620	$	804	$	1,593	$	938

RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Non-GAAP Financial Measures

Reconciliation of EBITDA and Adjusted EBITDA to Net Income

(Unaudited)

	Three Months Ended March 31,						Twelve Months Ended December 31,				Twelve Months Ended March 31,
(in US$ millions)	2022		2021		2020		2021		2020		2022		2021
Calculation:	A		B		C		D		E		A + D - B		B + E - C
Segment income:
TH	$	231	$	207	$	189	$	997	$	823	$	1,021	$	841
BK	229		217		200		1,021		823		1,033		840
PLK	56		56		55		228		218		228		219
FHS	14		—		—		2		—		16		—
Adjusted EBITDA	530		480		444		2,248		1,864		2,298		1,900
Share-based compensation and non-cash incentive compensation expense(1)	27		26		21		102		84		103		89
FHS Transaction costs(2)	1		—		—		18		—		19		—
Corporate restructuring and tax advisory fees(3)	3		1		1		16		16		18		16
Impact of equity method investments(4)	16		4		4		25		48		37		48
Other operating expenses (income), net	(16)		(42)		(16)		7		105		33		79
EBITDA	499		491		434		2,080		1,611		2,088		1,668
Depreciation and amortization	49		49		45		201		189		201		193
Income from operations	450		442		389		1,879		1,422		1,887		1,475
Interest expense, net	127		124		119		505		508		508		513
Loss on early extinguishment of debt	—		—		—		11		98		11		98
Income tax expense(5)	53		47		46		110		66		116		67
Net income	$	270	$	271	$	224	$	1,253	$	750	$	1,252	$	797

Non-GAAP Financial Measures

Footnotes to Reconciliation Tables

(1)Represents share-based compensation expense associated with equity awards for the periods indicated; also includes the portion of annual non-cash incentive compensation expense that eligible employees elected to receive or are expected to elect to receive as common equity in lieu of their 2021 and 2022 cash bonus, respectively.

(2)In connection with the acquisition of Firehouse Subs, we incurred certain non-recurring general and administrative expenses during the three months ended March 31, 2022, primarily consisting of professional fees, compensation related expenses and integration costs.

(3)Costs arising primarily from professional advisory and consulting services associated with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movements, including services related to significant tax reform legislation, regulations and related restructuring initiatives.

(4)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 is included in segment income.

(5)The effective tax rate was reduced by 0.1% for the three months ended March 31, 2022 and our adjusted effective tax rate was reduced by 0.1% for the three months ended March 31, 2022 as a result of excess tax benefits from equity-based compensation. The effective tax rate was reduced by 2.1% for the three months ended March 31, 2021 and our adjusted effective tax rate was reduced by 2.2% for the three months ended March 31, 2021 as a result of excess tax benefits from equity-based compensation.

(6)Represents loss on early extinguishment of debt and interest expense. Interest expense included in this amount represents non-cash interest expense related to losses reclassified from accumulated comprehensive income (loss) into interest expense in connection with interest rate swaps de-designated in May 2015, November 2019 and September 2021.

(7)Adjusted income tax expense includes the tax impact of the non-GAAP adjustments and is calculated using our statutory tax rate in the jurisdiction in which the costs were incurred.

Below are the RBI consolidated and BK segment quarterly results for 2021 adjusted for the reclassification of technology revenues from Franchise and property revenues to Advertising revenues and other services and technology expenses from General and administrative expenses to Advertising expenses and other services.

RBI Consolidated Results	Three Months Ended
(in US millions)	March 31, <br>2021		June 30, <br>2021		September 30, 2021		December 31, 2021
	(Unaudited)
Revenues:
Sales	507	$	590	$	621	$	660
Franchise and Property Revenues (a)	548		612		635		648
Advertising Revenues and Other Services (a)	205		236		239		238
Total Revenues	1,260		1,438		1,495		1,546
Operating costs and expenses:
Cost of Sales	401		467		490		532
Franchise and Property Expenses	116		121		121		131
Advertising Expenses and Other Services (b)	237		243		245		261
General and Administrative Expenses (b)	104		108		115		157
(Income) Loss from Equity Method Investments	2		3		7		(8)
Other Operating Expenses (Income), net	(42)		8		(16)		57
Total Operating Costs and Expenses	818		950		962		1,130
Income from Operations	442		488		533		416
Interest Expense, net	124		126		128		127
Loss on Early Extinguishment of Debt	—		—		11		—
Income before Income Taxes	318		362		394		289
Income Tax Expense (Benefit)	47		(29)		65		27
Net Income	271	$	391	$	329	$	262

All values are in US Dollars.

(a) Reflects reclassification of technology revenues from Franchise and property revenues to Advertising revenues and other services of $2 million for the three months ended June 30, 2021, $4 million for the three months ended September 30, 2021 and $3 million for the three months ended December 31, 2021. There were no related reclassifications during the three months ended March 31, 2021.

(b) Reflects reclassification of technology expenses from General and administrative expenses (Segment G&A for BK segment results) to Advertising expenses and other services of $1 million for the three months ended March 31, 2021, $5 million for the three months ended June 30, 2021, $8 million for the three months ended September 30, 2021 and $10 million for the three months ended December 31, 2021.

BK Segment Results	Three Months Ended
(in US millions)	March 31, <br>2021		June 30, <br>2021		September 30, 2021		December 31, 2021
	(Unaudited)
Sales	16	$	17	$	16	$	15
Franchise and Property Revenues (a)	289	$	322	$	333	$	348
Advertising Revenues and Other Services (a)	102	$	120	$	118	$	117
Total Revenues	407	$	459	$	467	$	480
Cost of Sales	16	$	17	$	16	$	17
Franchise and Property Expenses	33	$	33	$	34	$	42
Advertising Expenses and Other Services (b)	118	$	115	$	118	$	123
Segment G&A (b)	35	$	40	$	39	$	47
Segment Depreciation and Amortization	12	$	12	$	12	$	12
Adjusted EBITDA	217	$	266	$	272	$	266

All values are in US Dollars.

23