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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
Form 10-Q
 
 
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number: 001-36786
 
 
 RESTAURANT BRANDS INTERNATIONAL INC.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
 
 
 
Canada
 
98-1202754
(State or Other Jurisdiction of
 
(I.R.S. Employer
Incorporation or Organization)
 
Identification No.)
 
 
226 Wyecroft Road
Oakville, Ontario
 
L6K 3X7
(Address of Principal Executive Offices)
 
(Zip Code)
(905) 845-6511
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (check one);
 
 
 
 
 
 
 
Large accelerated filer
 
  
Accelerated filer
 
 
 
 
 
Non-accelerated filer
 
☐  (Do not check if a smaller reporting company)
  
Smaller reporting company
 
 
 
 
 
 
 
 
Emerging growth company  ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
As of October 20, 2017, there were 237,532,560 common shares of the Registrant outstanding.



Table of Contents

RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES
TABLE OF CONTENTS
 
 
 
 
 
 
Page
 
 
 
Item 1.
Item 2.
Item 3.
Item 4.
 
 
 
Item 1.
Item 6.
 


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PART I — Financial Information
Item 1. Financial Statements
RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In millions of U.S. dollars, except share data)
(Unaudited)
 
 
As of
 
September 30, 2017
 
December 31, 2016
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
3,607.1

 
$
1,460.4

Accounts and notes receivable, net of allowance of $18.2 and $14.3, respectively
421.9

 
403.5

Inventories, net
91.9

 
71.8

Advertising fund restricted assets
110.8

 
57.7

Prepaids and other current assets
108.1

 
103.6

Total current assets
4,339.8

 
2,097.0

Property and equipment, net of accumulated depreciation and amortization of $585.1 and $474.5, respectively
2,158.2

 
2,054.7

Intangible assets, net
11,121.8

 
9,228.0

Goodwill
5,810.3

 
4,675.1

Net investment in property leased to franchisees
76.1

 
91.9

Derivative assets

 
717.9

Other assets, net
421.3

 
260.3

Total assets
$
23,927.5

 
$
19,124.9

LIABILITIES, REDEEMABLE PREFERRED SHARES AND SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts and drafts payable
$
365.2

 
$
369.8

Other accrued liabilities
530.6

 
469.3

Gift card liability
130.3

 
194.4

Advertising fund liabilities
154.1

 
83.3

Current portion of long term debt and capital leases
77.5

 
93.9

Total current liabilities
1,257.7

 
1,210.7

Term debt, net of current portion
11,303.6

 
8,410.2

Capital leases, net of current portion
238.7

 
218.4

Other liabilities, net
1,354.0

 
784.9

Deferred income taxes, net
2,200.3

 
1,715.1

Total liabilities
16,354.3

 
12,339.3

Redeemable preferred shares; no par value; 68,530,939 shares authorized, issued and outstanding at September 30, 2017 and December 31, 2016
3,297.0

 
3,297.0

Shareholders’ equity:
 
 
 
Common shares, no par value; unlimited shares authorized at September 30, 2017 and December 31, 2016; 237,278,477 shares issued and outstanding at September 30, 2017; 234,236,678 shares issued and outstanding at December 31, 2016
2,019.6

 
1,955.1

Retained earnings
541.1

 
445.7

Accumulated other comprehensive income (loss)
(425.1
)
 
(698.3
)
Total Restaurant Brands International Inc. shareholders’ equity
2,135.6

 
1,702.5

Noncontrolling interests
2,140.6

 
1,786.1

Total shareholders’ equity
4,276.2

 
3,488.6

Total liabilities, redeemable preferred shares and shareholders’ equity
$
23,927.5

 
$
19,124.9


See accompanying notes to condensed consolidated financial statements.

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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
September 30,
 
Nine Months Ended
September 30,
 
2017
 
2016
 
2017
 
2016
Revenues:
 
 
 
 
 
 
 
Sales
$
631.6

 
$
586.4

 
$
1,784.1

 
$
1,635.5

Franchise and property revenues
577.0

 
489.3

 
1,557.8

 
1,398.9

Total revenues
1,208.6

 
1,075.7

 
3,341.9

 
3,034.4

Operating costs and expenses:
 
 
 
 
 
 
 
Cost of sales
493.3

 
457.1

 
1,376.9

 
1,285.7

Franchise and property expenses
118.5

 
109.8

 
343.2

 
323.5

Selling, general and administrative expenses
100.1

 
82.2

 
318.7

 
228.5

(Income) loss from equity method investments
(4.1
)
 
(2.6
)
 
(8.9
)
 
(16.6
)
Other operating expenses (income), net
21.5

 
8.7

 
82.1

 
38.2

Total operating costs and expenses
729.3

 
655.2

 
2,112.0

 
1,859.3

Income from operations
479.3

 
420.5

 
1,229.9

 
1,175.1

Interest expense, net
136.0

 
117.3

 
375.4

 
349.6

Loss on early extinguishment of debt
58.2

 

 
78.6

 

Income before income taxes
285.1

 
303.2

 
775.9

 
825.5

Income tax expense
38.3

 
64.6

 
119.0

 
171.0

Net income
246.8

 
238.6

 
656.9

 
654.5

Net income attributable to noncontrolling interests (Note 11)
87.9

 
84.8

 
223.3

 
224.8

Preferred share dividends
67.5

 
67.5

 
202.5

 
202.5

Net income attributable to common shareholders
$
91.4

 
$
86.3

 
$
231.1

 
$
227.2

Earnings per common share
 
 
 
 
 
 
 
Basic
$
0.39

 
$
0.37

 
$
0.98

 
$
0.98

Diluted
$
0.37

 
$
0.36

 
$
0.95

 
$
0.96

Weighted average shares outstanding
 
 
 
 
 
 
 
Basic
236.6

 
233.9

 
235.7

 
232.5

Diluted
478.6

 
470.6

 
477.7

 
469.7

Cash dividends declared per common share
$
0.20

 
$
0.16

 
$
0.57

 
$
0.45

See accompanying notes to condensed consolidated financial statements.


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RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Loss)
(In millions of U.S. dollars)
(Unaudited)
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2017
 
2016
 
2017
 
2016
Net income
$
246.8

 
$
238.6

 
$
656.9

 
$
654.5

 
 
 
 
 
 
 
 
Foreign currency translation adjustment
423.0

 
(131.7
)
 
884.2

 
538.8

Net change in fair value of net investment hedges, net of tax of $45.4, $(2.7), $7.3 and $25.9
(126.1
)
 
17.4

 
(342.5
)
 
(173.7
)
Net change in fair value of cash flow hedges, net of tax of $1.4, $(0.7), $8.2 and $20.7
(3.9
)
 
2.4

 
(23.0
)
 
(58.6
)
Amounts reclassified to earnings of cash flow hedges, net of tax of $(2.5), $(1.9), $(6.3) and $(3.7)
6.9

 
5.4

 
17.9

 
10.5

Pension and post-retirement benefit plans, net of tax of $0, $0, $0.1 and $0

 

 
(0.1
)
 

Amortization of prior service (credits) costs, net of tax of $0.2, $0.3, $0.8 and $0.9
(0.5
)
 
(0.4
)
 
(1.3
)
 
(1.3
)
Amortization of actuarial (gains) losses, net of tax of $0, $0, $0.7 and $(0.1)
0.3

 
0.1

 
1.5

 
0.2

Other comprehensive income (loss)
299.7

 
(106.8
)
 
536.7

 
315.9

Comprehensive income (loss)
546.5

 
131.8

 
1,193.6

 
970.4

Comprehensive income (loss) attributable to noncontrolling interests
234.6

 
32.2

 
486.3

 
383.2

Comprehensive income attributable to preferred shareholders
67.5

 
67.5

 
202.5

 
202.5

Comprehensive income (loss) attributable to common shareholders
$
244.4

 
$
32.1

 
$
504.8

 
$
384.7

See accompanying notes to condensed consolidated financial statements.


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RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Shareholders’ Equity
(In millions of U.S. dollars, except shares)
(Unaudited)
 
 
Issued Common Shares
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Noncontrolling
Interest
 
Total
 
Shares
 
Amount
 
 
 
 
Balances at December 31, 2016
234,236,678

 
$
1,955.1

 
$
445.7

 
$
(698.3
)
 
$
1,786.1

 
$
3,488.6

Stock option exercises
2,732,130

 
17.5

 

 

 

 
17.5

Share-based compensation

 
35.8

 

 

 

 
35.8

Issuance of shares
153,683

 
8.5

 

 

 

 
8.5

Dividends declared on common shares

 

 
(134.5
)
 

 

 
(134.5
)
Dividend equivalents declared on restricted stock units

 
1.2

 
(1.2
)
 

 

 

Distributions declared by Partnership on Partnership exchangeable units (Note 11)

 

 

 

 
(129.3
)
 
(129.3
)
Preferred share dividends

 

 
(202.5
)
 

 

 
(202.5
)
Exchange of Partnership exchangeable units for RBI common shares
155,986

 
1.5

 

 
(0.5
)
 
(1.0
)
 

Restaurant VIE contributions (distributions)

 

 

 

 
(1.5
)
 
(1.5
)
Net income

 

 
433.6

 

 
223.3

 
656.9

Other comprehensive income (loss)

 

 

 
273.7

 
263.0

 
536.7

Balances at September 30, 2017
237,278,477

 
$
2,019.6

 
$
541.1

 
$
(425.1
)
 
$
2,140.6

 
$
4,276.2

See accompanying notes to condensed consolidated financial statements.


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RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In millions of U.S. dollars)
(Unaudited)
 
Nine Months Ended September 30,
 
2017
 
2016
Cash flows from operating activities:
 
 
 
Net income
$
656.9

 
$
654.5

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
134.9

 
129.0

Premiums paid and non-cash loss on early extinguishment of debt
75.9

 

Amortization of deferred financing costs and debt issuance discount
25.2

 
29.1

(Income) loss from equity method investments
(8.9
)
 
(16.6
)
Loss (gain) on remeasurement of foreign denominated transactions
64.7

 
16.1

Net losses on derivatives
23.1

 
15.3

Share-based compensation expense
38.0

 
25.9

Deferred income taxes
(3.1
)
 
34.6

Other
12.8

 
8.0

Changes in current assets and liabilities, excluding acquisitions and dispositions:
 
 
 
Accounts and notes receivable
0.3

 
20.0

Inventories and prepaids and other current assets
(12.5
)
 
(3.0
)
Accounts and drafts payable
(30.4
)
 
11.8

Advertising fund restricted assets and fund liabilities
18.1

 
4.0

Other accrued liabilities and gift card liability
(161.4
)
 
(23.8
)
Other long-term assets and liabilities
(20.1
)
 
14.1

Net cash provided by operating activities
813.5

 
919.0

Cash flows from investing activities:
 
 
 
Payments for property and equipment
(16.9
)
 
(18.2
)
Proceeds from disposal of assets, restaurant closures, and refranchisings
19.6

 
18.1

Net payment for purchase of Popeyes, net of cash acquired
(1,635.9
)
 

Return of investment on direct financing leases
11.8

 
12.5

Settlement/sale of derivatives, net
771.8

 
4.9

Other investing activities, net
(2.3
)
 
2.0

Net cash provided by (used for) investing activities
(851.9
)
 
19.3

Cash flows from financing activities:
 
 
 
Proceeds from issuance of long-term debt
4,350.0

 

Repayments of long-term debt and capital leases
(1,690.0
)
 
(52.7
)
Payment of financing costs
(57.0
)
 

Payment of dividends on common and preferred shares and distributions on Partnership exchangeable units
(451.9
)
 
(396.9
)
Proceeds from stock option exercises
17.5

 
12.5

Other financing activities, net
(6.2
)
 
0.8

Net cash provided by (used for) financing activities
2,162.4

 
(436.3
)
Effect of exchange rates on cash and cash equivalents
22.7

 
14.6

Increase (decrease) in cash and cash equivalents
2,146.7

 
516.6

Cash and cash equivalents at beginning of period
1,460.4

 
757.8

Cash and cash equivalents at end of period
$
3,607.1

 
$
1,274.4

Supplemental cashflow disclosures:
 
 
 
Interest paid
$
340.2

 
$
285.9

Income taxes paid
$
189.3

 
$
93.3

Non-cash investing and financing activities:
 
 
 
Acquisition of property with capital lease obligations
$
23.0

 
$
22.5

See accompanying notes to condensed consolidated financial statements.

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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”) was formed on August 25, 2014 and continued under the laws of Canada. The Company serves as the sole general partner of Restaurant Brands International Limited Partnership (the “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 hamburger restaurants principally under the Burger King® brand (“Burger King”), and chicken quick service restaurants under the Popeyes® brand (“Popeyes”). We are one of the world’s largest quick service restaurant, or QSR, companies as measured by total number of restaurants. As of September 30, 2017, we franchised or owned 4,680 Tim Hortons restaurants, 16,253 Burger King restaurants, and 2,809 Popeyes restaurants, for a total of 23,742 restaurants, and operate in more than 100 countries and U.S. territories. Approximately 100% 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. Popeyes Acquisition
On March 27, 2017, we completed the acquisition of all of the outstanding shares of common stock of Popeyes Louisiana Kitchen, Inc. (the “Popeyes Acquisition”). Popeyes Louisiana Kitchen Inc. is one of the world’s largest chicken quick service restaurant companies and its global footprint complements RBI’s existing portfolio. Like RBI’s other brands, the Popeyes brand is managed independently, while benefitting from the global scale and resources of RBI. The Popeyes Acquisition was accounted for as a business combination using the acquisition method of accounting.
Total consideration in connection with the Popeyes Acquisition was $1,654.7 million, which includes $32.6 million for the settlement of equity awards. The consideration was funded through (1) cash on hand of approximately $354.7 million, and (2) $1,300.0 million from incremental borrowings under our Term Loan Facility – see Note 9, Long-Term Debt.
Fees and expenses related to the Popeyes Acquisition and related financings totaled $34.4 million consisting primarily of professional fees and compensation related expenses, all of which are classified as selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. These fees and expenses were funded through cash on hand.
During the three months ended September 30, 2017, we adjusted our preliminary estimate of the fair value of net assets acquired. The preliminary allocation of consideration to the net tangible and intangible assets acquired is presented in the table below (in millions):
 
 
March 27, 2017
Total current assets
$
64.4

Property and equipment
115.2

Intangible assets
1,405.2

Other assets
0.7

Total current liabilities
(73.9
)
Total debt and capital lease obligations
(159.0
)
Deferred income taxes
(523.2
)
Other liabilities
(20.5
)
Total identifiable net assets
808.9

Goodwill
845.8

Total consideration
$
1,654.7




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

 
Increase (Decrease) in Goodwill
Change in:
 
Total current assets
$

Property and equipment
(18.7
)
Intangible assets
(385.2
)
Total current liabilities
(0.8
)
Deferred income taxes
164.9

Other liabilities
7.3

Total decrease in goodwill
$
(232.5
)
The purchase price allocation reflects preliminary fair value estimates based on management’s analysis, including preliminary work performed by third-party valuation specialists. We will continue to obtain information to assist in determining the fair value of net assets acquired during the measurement period.
Intangible assets include $1,354.9 million related to the Popeyes brand, $40.9 million related to franchise agreements and $9.4 million related to favorable leases. The Popeyes brand has been assigned an indefinite life and, therefore, will not be amortized, but rather tested annually for impairment. Franchise agreements have a weighted average amortization period of 17 years. Favorable leases have a weighted average amortization period of 14 years.
Goodwill attributable to the Popeyes Acquisition will not be amortizable or deductible for tax purposes. Goodwill is considered to represent the value associated with the workforce and synergies anticipated to be realized as a combined company. We have not yet allocated goodwill related to the Popeyes Acquisition to reporting units for goodwill impairment testing purposes. Goodwill will be allocated to reporting units when the purchase price allocation is finalized during the measurement period.
The Popeyes Acquisition is not material to our consolidated financial statements, and therefore, supplemental pro forma financial information related to the acquisition is not included herein.
Note 3. Basis of Presentation and Consolidation
We have prepared the accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. Therefore, the Financial Statements should be read in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K filed with the SEC and Canadian securities regulatory authorities on February 17, 2017.
The Financial Statements include our accounts and the accounts of entities in which we have a controlling financial interest, the usual condition of which is ownership of a majority voting interest. All material intercompany balances and transactions have been eliminated in consolidation. Investments in other affiliates that are owned 50% or less where we have significant influence are accounted for by the equity method.
We 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 consolidated balance sheets and statements of operations with respect to the remaining economic interest in Partnership we do not hold.

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We also consider for consolidation entities in which we have certain interests, where the controlling financial interest may be achieved through arrangements that do not involve voting interests. Such an entity, known as a variable interest entity (“VIE”), is required to be consolidated by its primary beneficiary.
Tim Hortons has historically entered into certain arrangements in which an operator acquires the right to operate a restaurant, but Tim Hortons owns the restaurant’s assets. We perform an analysis to determine if the legal entity in which operations are conducted is a VIE and consolidate a VIE entity if we also determine Tim Hortons is the entity’s primary beneficiary (“Restaurant VIEs”). As of September 30, 2017 and December 31, 2016, we determined that we are the primary beneficiary of 38 and 96 Restaurant VIEs, respectively. As Tim Hortons, Burger King, and Popeyes franchise and master franchise arrangements provide the franchise and master franchise entities the power to direct the activities that most significantly impact their economic performance, we do not consider ourselves the primary beneficiary of any such entity that might be a VIE.
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.
Certain prior year amounts in the accompanying Financial Statements and notes to the Financial Statements have been reclassified in order to be comparable with the current year classifications. These reclassifications had no effect on previously reported net income.
Note 4. New Accounting Pronouncements
Revenue Recognition – In May 2014, the Financial Accounting Standards Board (the “FASB”) issued a new single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. In August 2015, the FASB deferred adoption of the new standard by one year. Several updates have been issued since to clarify the implementation guidance. The new guidance supersedes most current revenue recognition guidance, including industry-specific guidance, enhances revenue recognition disclosures, and is now effective commencing in 2018. The guidance allows for either a full retrospective or modified retrospective transition method. We currently expect to apply the modified retrospective transition method.
We have performed a preliminary analysis of the impact of the new revenue recognition guidance and developed a comprehensive plan for the implementation. The project plan includes analyzing the impact on our current revenue streams, comparing our historical accounting policies to the new guidance, and identifying potential differences from applying the requirements of the new guidance to our contracts. Under current accounting guidance, we recognize initial franchise fees when we have performed all material obligations and services, which generally occurs when the franchised restaurant opens. Under the new guidance, we anticipate deferring the initial franchise fees and recognizing revenue over the term of the related franchise agreement. We anticipate that the new guidance will also change our reporting of advertising fund contributions from franchisees and the related advertising expenditures, which are currently reported on a net basis in our consolidated balance sheet. Under the current guidance, as of the balance sheet date, advertising fund contributions received may not equal advertising expenditures for the period due to the timing of promotions. To the extent that contributions received exceeded advertising expenditures, the excess contributions are treated as a deferred liability. To the extent that advertising expenditures temporarily exceeded advertising fund contributions, the difference is recorded as a receivable from the fund. Under the new guidance, we anticipate advertising fund contributions from franchisees and advertising fund expenditures will be reported on a gross basis and the related advertising fund revenues and expenses may be reported in different periods.
We anticipate that estimated breakage income on gift cards will be recognized as gift cards are utilized instead of our current policy of deferring the breakage income until it is deemed remote that the unused gift card balance will be redeemed. We do not believe this guidance will materially impact our recognition of revenue from Company restaurant sales, our recognition of royalty revenues from franchisees, or our recognition of revenues from property rentals.
Lease Accounting – In February 2016, the FASB issued new guidance on leases. The new guidance requires lessees to recognize on the balance sheet the assets and liabilities for the rights and obligations created by finance and operating leases with lease terms of more than 12 months, as well as enhanced disclosures. The amendment requires the recognition and

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measurement of leases at the beginning of the earliest period presented using a modified retrospective approach and is effective commencing in 2019. We expect this new guidance to cause a material increase to our assets and liabilities on our consolidated balance sheet since we have a significant number of operating lease arrangements for which we are the lessee. We are currently evaluating the impact that adoption of this guidance will have on our consolidated statements of operations. We do not expect the adoption of this new guidance to have a material impact on our cash flows and liquidity.
Derivative Contract Novations on Existing Hedges – In March 2016, the FASB issued an accounting standards update that clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument under existing accounting guidance does not, in and of itself, require de-designation of that hedging relationship provided that all other hedge accounting criteria continue to be met. We adopted this new guidance on a prospective basis on January 1, 2017. Adoption did not have an impact on our consolidated financial statements.
Equity Method Accounting – In March 2016, the FASB issued an accounting standards update which eliminates the requirement to retrospectively apply the equity method to an investment that subsequently qualifies for such accounting as a result of an increase in level of ownership interest or degree of influence. We adopted this new guidance on a prospective basis on January 1, 2017. Adoption did not have an impact on our consolidated financial statements.
Employee Share-Based Payment Accounting – In March 2016, the FASB issued an accounting standards update to simplify several aspects of the accounting for share-based payment transactions, including the accounting for income taxes, forfeitures and statutory withholding requirements, as well as statement of cash flows presentation. The transition requirement is mostly modified retrospective, with the exception of recognition of excess tax benefits and tax deficiencies which requires prospective adoption. We adopted this new guidance on January 1, 2017. The adoption of this new guidance resulted in an increase to our diluted weighted average shares outstanding, as well as recognition of excess tax benefits as a reduction in the provision for income taxes rather than an addition to common shares, as required by previous accounting guidance. The adoption of this new guidance resulted in a 6.8% and 4.5% reduction in our effective tax rate for the three and nine months ended September 30, 2017, respectively. We will continue to estimate forfeitures instead of accounting for them as they occur as permitted by the new standard. The adoption of the other provisions of this new guidance did not have an impact on our consolidated financial statements.
Classification of Certain Cash Receipts and Cash Payments – In August 2016, the FASB issued an accounting standards update to reduce the existing diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments are effective for 2018. We do not expect the adoption of this new guidance to have a material impact on our consolidated financial statements.
Intra-Entity Transfers of Assets Other Than Inventory – In October 2016, the FASB issued guidance amending the accounting for income taxes. The new guidance requires the recognition of the income tax consequences of an intercompany asset transfer, other than transfers of inventory, when the transfer occurs. For intercompany transfers of inventory, the income tax effects will continue to be deferred until the inventory has been sold to a third party. The amendment is effective for 2018. We are currently evaluating the impact that the adoption of this new guidance will have on our consolidated financial statements.
Goodwill Impairment – In January 2017, the FASB issued guidance to simplify how an entity measures goodwill impairment by removing the second step of the two-step quantitative goodwill impairment test. An entity will no longer perform a hypothetical purchase price allocation to measure goodwill impairment. Instead, impairment will be measured at the amount by which the carrying value exceeds the fair value of a reporting unit; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendment requires prospective adoption and is effective commencing in 2020 with early adoption permitted.
Hedge Accounting – In August 2017, the FASB issued guidance to (1) improve the transparency and understandability of information conveyed to financial statement users about an entity's risk management activities by better aligning the entity's financial reporting for hedging relationships with those risk management activities and (2) reduce the complexity of and simplify the application of hedge accounting by preparers. The amendment is effective commencing in 2019 with early adoption permitted. We are currently evaluating the impact that the adoption of this new guidance will have on our consolidated financial statements.


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Note 5. 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 11, 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 Partnership exchangeable units and outstanding stock options, 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,
 
2017
 
2016
 
2017
 
2016
Numerator:
 
 
 
 
 
 
 
Net income attributable to common shareholders - basic
$
91.4

 
$
86.3

 
$
231.1

 
$
227.2

Add: Net income attributable to noncontrolling interests
87.6

 
83.8

 
222.2

 
222.0

Net income available to common shareholders and noncontrolling interests - diluted
$
179.0

 
$
170.1

 
$
453.3

 
$
449.2

 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
Weighted average common shares - basic
236.6

 
233.9

 
235.7

 
232.5

Exchange of noncontrolling interests for common shares (Note 11)
226.8

 
227.1

 
226.9

 
228.0

Effect of other dilutive securities
15.2

 
9.6

 
15.1

 
9.2

Weighted average common shares - diluted
478.6

 
470.6

 
477.7

 
469.7

 
 
 
 
 
 
 
 
Basic earnings per share
$
0.39

 
$
0.37

 
$
0.98

 
$
0.98

Diluted earnings per share
$
0.37

 
$
0.36

 
$
0.95

 
$
0.96

Anti-dilutive securities outstanding
3.8

 
5.9

 
3.8

 
5.9














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Note 6. Intangible Assets, net and Goodwill
Intangible assets, net and goodwill consist of the following (in millions):
 
 
As of
 
September 30, 2017
 
December 31, 2016
 
Gross
 
Accumulated Amortization
 
Net
 
Gross
 
Accumulated Amortization
 
Net
Identifiable assets subject to amortization:
 
 
 
 
 
 
 
 
 
 
 
   Franchise agreements
$
724.3

 
$
(160.3
)
 
$
564.0

 
$
655.1

 
$
(132.4
)
 
$
522.7

   Favorable leases
460.1

 
(184.9
)
 
275.2

 
436.0

 
(149.7
)
 
286.3

      Subtotal
1,184.4

 
(345.2
)
 
839.2

 
1,091.1

 
(282.1
)
 
809.0

Indefinite lived intangible assets:
 
 
 
 
 
 
 
 
 
 
 
   Tim Hortons brand
$
6,776.9

 
$

 
$
6,776.9

 
$
6,341.6

 
$

 
$
6,341.6

   Burger King brand
2,150.8

 

 
2,150.8

 
2,077.4

 

 
2,077.4

   Popeyes brand
1,354.9

 

 
1,354.9

 

 

 

      Subtotal
10,282.6

 

 
10,282.6

 
8,419.0

 

 
8,419.0

Intangible assets, net
 
 
 
 
$
11,121.8

 
 
 
 
 
$
9,228.0

 
 
 
 
 
 
 
 
 
 
 
 
Goodwill
 
 
 
 
 
 
 
 
 
 
 
   Tim Hortons segment
$
4,356.9

 
 
 
 
 
$
4,087.8

 
 
 
 
   Burger King segment
607.6

 
 
 
 
 
587.3

 
 
 
 
   Popeyes segment
845.8

 
 
 
 
 

 
 
 
 
      Total
$
5,810.3

 
 
 
 
 
$
4,675.1

 
 
 
 
Amortization expense on intangible assets totaled $18.7 million for the three months ended September 30, 2017 and $18.1 million for the same period in the prior year. Amortization expense on intangible assets totaled $54.2 million for the nine months ended September 30, 2017 and $54.2 million for the same period in the prior year. The change in the brands and goodwill balances during the nine months ended September 30, 2017 was due principally to the addition of goodwill and the Popeyes brand from the Popeyes Acquisition, and to a lesser extent, the impact of foreign currency translation.













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Table of Contents

Note 7. Equity Method Investments
The aggregate carrying amount of our equity method investments was $156.8 million and $151.1 million as of September 30, 2017 and December 31, 2016, respectively, and is included as a component of other assets, net in our accompanying condensed consolidated balance sheets. Our Tim Hortons (“TH”) business and Burger King (“BK”) business both have equity method investments. Our Popeyes Louisiana Kitchen (“PLK”) business does not have any equity method investments. Select information about our most significant equity method investments, based on the carrying value as of September 30, 2017, was as follows:
 
Entity
Country
 
Equity Interest
TIMWEN Partnership
Canada
 
50.0%
Carrols Restaurant Group, Inc.
United States
 
20.7%
Pangaea Foods (China) Holdings, Ltd.
China
 
27.5%
With respect to our TH business, the most significant equity method investment is our 50% joint venture interest with The Wendy’s Company (the “TIMWEN Partnership”), which jointly holds real estate underlying Canadian combination restaurants. Distributions received from this joint venture were $2.7 million and $2.7 million during the three months ended September 30, 2017 and 2016, respectively. Distributions received from this joint venture were $8.1 million and $8.3 million during the nine months ended September 30, 2017 and 2016, respectively.
The aggregate market value of our equity interest in Carrols Restaurant Group, Inc. (“Carrols”), the most significant equity method investment for our BK business, based on the quoted market price on September 30, 2017, was approximately $102.6 million. No quoted market prices are available for our other equity method investments.

We have equity interests in entities that own or franchise Tim Hortons or Burger King restaurants. Franchise and property revenues recognized from franchisees that are owned or franchised by entities in which we have an equity interest consist of the following (in millions):
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2017
 
2016
 
2017
 
2016
Revenues from affiliates:
 
 
 
 
 
 
 
Franchise royalties
$
39.2

 
$
34.9

 
$
121.1

 
$
94.2

Property revenues
7.2

 
6.9

 
20.1

 
21.1

Franchise fees and other revenue
3.7

 
6.8

 
14.7

 
14.7

Total
$
50.1

 
$
48.6

 
$
155.9

 
$
130.0

We recognized $5.3 million and $5.1 million of rent expense associated with the TIMWEN Partnership during the three months ended September 30, 2017 and 2016, respectively. We recognized $14.7 million and $14.7 million of rent expense associated with the TIMWEN Partnership during the nine months ended September 30, 2017 and 2016, respectively.
At September 30, 2017 and December 31, 2016, we had $27.8 million and $25.7 million, respectively, of accounts receivable, net from our equity method investments which were recorded in accounts and notes receivable, net in our condensed consolidated balance sheets.
(Income) loss from equity method investments reflects our share of investee net income or loss, non-cash dilution gains or losses from changes in our ownership interests in equity method investees and basis difference amortization. We recorded an increase to the carrying value of our equity method investment balance and a non-cash dilution gain of $11.6 million during the nine months ended September 30, 2016. The dilution gain resulted from the issuance of capital stock by one of our equity method investees, which reduced our ownership interest in this equity method investment. The dilution gain we recorded in connection with the issuance of capital stock reflects adjustments to the difference between the amount of underlying equity in the net assets of the equity method investee before and after their issuance of capital stock.

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Table of Contents

Note 8. 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, 2017
 
December 31, 2016
Current:
 
 
 
Dividend payable
$
160.3

 
$
146.1

Interest payable
63.9

 
63.3

Accrued compensation and benefits
65.5

 
60.5

Taxes payable
83.2

 
43.3

Deferred income
49.7

 
54.7

Closed property reserve
11.1

 
11.0

Restructuring and other provisions
10.6

 
9.1

Other
86.3

 
81.3

Other accrued liabilities
$
530.6

 
$
469.3

 
 
 
 
Noncurrent:
 
 
 
Unfavorable leases
$
264.7

 
$
275.8

Taxes payable
390.0

 
252.2

Accrued pension
77.5

 
82.9

Derivatives liabilities
479.2

 
55.1

Lease liability
26.0

 
27.2

Deferred income
40.5

 
27.1

Other
76.1

 
64.6

Other liabilities, net
$
1,354.0

 
$
784.9

9. Long-Term Debt
Long-term debt consists of the following (in millions):
 
 
As of
 
September 30, 2017
 
December 31, 2016
Term Loan Facility (due February 17, 2024)
$
6,404.8

 
$
5,046.1

2017 4.25% Senior Notes (due May 15, 2024)
1,500.0

 

2015 4.625% Senior Notes (due January 15, 2022)
1,250.0

 
1,250.0

2017 5.00% Senior Notes (due October 15, 2025)
1,300.0

 

2014 6.00% Senior Notes (due April 1, 2022)
1,000.0

 
2,250.0

Tim Hortons Notes (a)
5.2

 
40.6

Other
86.1

 
85.4

Less: unamortized deferred financing costs and deferred issue discount
(185.8
)
 
(187.1
)
Total debt, net
11,360.3

 
8,485.0

    Less: current maturities of debt
(56.7
)
 
(74.8
)
Total long-term debt
$
11,303.6

 
$
8,410.2

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

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Table of Contents

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

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Table of Contents

2017 5.00% Senior Notes
On August 28, 2017, the Borrowers entered into an indenture (the "2017 5.00% Senior Notes Indenture") in connection with the issuance of $1,300.0 million of 5.00% second lien senior notes due October 15, 2025 (the "2017 5.00% Senior Notes"). No principal payments are due until maturity and interest is paid semi-annually. The net proceeds from the offering of the 2017 5.00% Senior Notes were used to redeem $1,250.0 million of the 2014 6.00% Senior Notes and pay related redemption premiums. In connection with the issuance of the 2017 5.00% Senior Notes, we capitalized approximately $10.1 million in debt issuance costs. In connection with the redemption of the 2014 6.00% Senior Notes, we recorded a loss on early extinguishment of debt of $58.2 million that primarily reflects the payment of premiums to redeem the notes and the write-off of unamortized debt issuance costs.
Obligations under the 2017 5.00% Senior Notes are guaranteed on a second priority senior secured basis, jointly and severally, by the Note Guarantors. The 2017 5.00% Senior Notes are second lien senior secured obligations and rank equal in right of payment with all of the existing and future senior debt of the Borrowers and Note Guarantors, including borrowings and guarantees of the Credit Facilities.
Our 2017 5.00% Senior Notes may be redeemed in whole or in part, on or after October 15, 2020 at the redemption prices set forth in the 2017 5.00% Senior Notes Indenture, plus accrued and unpaid interest, if any, at the date of redemption. The 2017 5.00% Senior Notes Indenture also contains optional redemption provisions related to tender offers, change of control and equity offerings, among others.
Fair Value Measurement
The fair value of our variable rate term debt and senior notes is estimated using inputs based on bid and offer prices that are Level 2 inputs and was $11.6 billion and $8.8 billion at September 30, 2017 and December 31, 2016, respectively, compared to a principal carrying amount of $11.5 billion and $8.6 billion, respectively on the same dates.
Interest Expense, net
Interest expense, net consists of the following (in millions):
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2017
 
2016
 
2017
 
2016
Debt
$
131.2

 
$
103.6

 
$
350.1

 
$
308.3

Capital lease obligations
5.4

 
5.2

 
15.4

 
15.0

Amortization of deferred financing costs and debt issuance discount
8.5

 
9.8

 
25.2

 
29.1

Interest income
(9.1
)
 
(1.3
)
 
(15.3
)
 
(2.8
)
    Interest expense, net
$
136.0

 
$
117.3

 
$
375.4

 
$
349.6

Other
On March 27, 2017, we repaid $155.5 million of debt assumed in connection with the Popeyes Acquisition.
Note 10. Income Taxes
Our effective tax rate was 13.4% and 15.3% for the three and nine months ended September 30, 2017, respectively. The effective tax rate during this period was primarily a result of the mix of income from multiple tax jurisdictions, the impact of our financing structure, excess tax benefits from share-based compensation as a result of the required adoption of a new share-based compensation accounting standard, net audit-related reserve releases and non-deductible transaction costs.
Our effective tax rate was 21.3% and 20.7% for the three and nine months ended September 30, 2016, respectively. The effective tax rate during this period was primarily a result of the mix of income from multiple tax jurisdictions and the impact of our financing structure.




17


Table of Contents

Note 11. Shareholders’ Equity
Noncontrolling Interests
The holders of Partnership exchangeable units held an economic interest of approximately 48.9% and 49.2% in Partnership common equity through the ownership of 226,839,418 and 226,995,404 Partnership exchangeable units as of September 30, 2017 and December 31, 2016, respectively.
During the nine months ended September 30, 2017, Partnership exchanged 155,986 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. 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 statement of operations. Pursuant to the terms of the partnership agreement, upon the exchange of Partnership exchangeable units, each such Partnership exchangeable unit was cancelled concurrently with the exchange.
Accumulated Other Comprehensive Income (Loss)
The following table displays the changes in the components of accumulated other comprehensive income (loss) (“AOCI”) (in millions):
 
 
Derivatives
 
Pensions
 
Foreign Currency Translation
 
Accumulated Other Comprehensive Income (Loss)
Balances at December 31, 2016
$
274.9

 
$
(16.7
)
 
$
(956.5
)
 
$
(698.3
)
Foreign currency translation adjustment

 

 
884.2

 
884.2

Net change in fair value of derivatives, net of tax
(365.5
)
 

 

 
(365.5
)
Amounts reclassified to earnings of cash flow hedges, net of tax
17.9

 

 

 
17.9

Pension and post-retirement benefit plans, net of tax

 
(0.1
)
 

 
(0.1
)
Amortization of prior service (credits) costs, net of tax

 
(1.3
)
 

 
(1.3
)
Amortization of actuarial (gains) losses, net of tax

 
1.5

 

 
1.5

Other comprehensive income attributable to noncontrolling interests
170.5

 
(0.1
)
 
(433.9
)
 
(263.5
)
Balances at September 30, 2017
$
97.8

 
$
(16.7
)
 
$
(506.2
)
 
$
(425.1
)


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Table of Contents

The following table displays the reclassifications out of AOCI (in millions):
 
 
 
 
 
Amounts Reclassified from AOCI
 
 
Affected Line Item in the Statement of Operations
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
Details about AOCI Components
 
 
2017
 
2016
 
2017
 
2016
Gains (losses) on cash flow hedges:
 
 
 
 
 
 
 
 
 
 
Interest rate derivative contracts
 
Interest expense, net
 
$
(8.2
)
 
$
(5.9
)
 
$
(23.1
)
 
$
(15.3
)
Forward-currency contracts
 
Cost of sales
 
(1.2
)
 
(1.4
)
 
(1.1
)
 
1.1

 
 
Total before tax
 
(9.4
)
 
(7.3
)
 
(24.2
)
 
(14.2
)
 
 
Income tax (expense) benefit
 
2.5

 
1.9

 
6.3

 
3.7

 
 
Net of tax
 
$
(6.9
)
 
$
(5.4
)
 
$
(17.9
)
 
$
(10.5
)
Defined benefit pension:
 
 
 
 
 
 
 
 
 
 
Amortization of prior service credits (costs)
 
SG&A (a)
 
$
0.7

 
$
0.7

 
$
2.1

 
$
2.2

Amortization of actuarial gains (losses)
 
SG&A (a)
 
(0.3
)
 
(0.1
)
 
(0.8
)
 
(0.3
)
 
 
Total before tax
 
0.4

 
0.6

 
1.3

 
1.9

 
 
Income tax (expense) benefit
 
(0.2
)
 
(0.3
)
 
(1.5
)
 
(0.8
)
 
 
Net of tax
 
$
0.2

 
$
0.3

 
$
(0.2
)
 
$
1.1

 
 
 
 
 
 
 
 
 
 
 
Total reclassifications
 
Net of tax
 
$
(6.7
)
 
$
(5.1
)
 
$
(18.1
)
 
$
(9.4
)
 
(a)
Refers to selling, general and administrative expenses in the condensed consolidated statements of operations.
Note 12. Redeemable Preferred Shares
We have 68,530,939 Class A 9.0% cumulative compounding perpetual voting preferred shares (the “Preferred Shares”) issued and outstanding. The 9.0% annual dividend accrues on the amount of $43.775848 per Preferred Share, which was the per share purchase price, whether or not declared by our board of directors, and is payable quarterly in arrears, only when declared and approved by our board of directors. In the event of a liquidation, dissolution or winding up of our affairs, whether voluntary or involuntary, after satisfaction of all liabilities and obligations to our creditors, holders of the Preferred Shares shall be entitled to receive payment in full, in cash, equal to the redemption price (as defined below) per Preferred Share, plus accrued and unpaid dividends, including any additional dividends owing with respect to past-due dividends and any unpaid make-whole dividend (as defined below), before any distributions may be made to our common shareholders (the “Class A Liquidation Preference”). If the Class A Liquidation Preference has been paid in full on all Preferred Shares, the holders of our other shares shall be entitled to receive all of our remaining assets (or proceeds thereof) according to their respective rights and preferences.
In addition to the preferred dividends, we may be required to pay the holder of the Preferred Shares an additional amount (the “make-whole dividend”) determined by a formula designed to ensure that on an after-tax basis, the net amount of dividends received by the holder of the Preferred Shares from the original issue date is the same as it would have been if we were a U.S. corporation. The make-whole dividend can be paid, at our option, in cash, common shares, or any combination thereof. The make-whole dividend is payable not later than 75 days after the close of each fiscal year, beginning with the fiscal year ended December 31, 2017. The right to receive the make-whole dividend will terminate if and at the time that 100% of the outstanding Preferred Shares are no longer held by the original purchaser or any of its subsidiaries.
The Preferred Shares may be redeemed at our option on and after December 12, 2017. After December 12, 2024, holders of not less than a majority of the outstanding Preferred Shares may cause us to redeem their Preferred Shares. In either case, the redemption price is $48.109657 per Preferred Share plus accrued and unpaid dividends, plus or minus any unpaid make-whole dividend and any additional dividends (the “redemption price”). The redemption price may be reduced if the make-whole dividend formula described above indicates the after-tax net dividends paid to the holder of the Preferred Shares from the original issue date through the redemption date will exceed the after-tax net dividends that would have been paid if we were a

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U.S. corporation. Holders of the Preferred Shares also hold a contingently exercisable option to cause us to redeem their Preferred Shares at the redemption price in the event of a change of control.

Note 13. Derivative Instruments
Disclosures about Derivative Instruments and Hedging Activities
We enter into derivative instruments for risk management purposes, including derivatives designated as cash flow hedges, derivatives designated as net investment hedges and those utilized as economic hedges. We use derivatives to manage our exposure to fluctuations in interest rates and currency exchange rates.
Interest Rate Swaps
During 2015, we entered into a series of receive-variable, pay-fixed interest rate swaps with a notional value of $2,500.0 million to hedge the variability in the interest payments on a portion of our Term Loan Facility beginning May 28, 2015, through the expiration of the final swap on March 31, 2021, resetting each March 31. At inception, these interest rate swaps were designated as cash flow hedges for hedge accounting, and as such, the effective portion of unrealized changes in market value is recorded in AOCI and reclassified into earnings during the period in which the hedged forecasted transaction affects earnings. Gains and losses from hedge ineffectiveness are recognized in current earnings.
During 2015, we settled certain interest rate swaps and recognized a net unrealized loss of $84.6 million in AOCI at the date of settlement. This amount will be reclassified into interest expense, net as the original hedged forecasted transaction affects earnings. The amount of pre-tax losses in AOCI as of September 30, 2017 that we expect to be reclassified into interest expense within the next 12 months is $12.4 million.
Cross-Currency Rate Swaps
To protect the value of our investments in our foreign operations against adverse changes in foreign currency exchange rates, we hedge a portion of our net investment in one or more of our foreign subsidiaries by using cross-currency rate swaps. At September 30, 2017, 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 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.
We terminated and settled our previous cross-currency rate swaps in June 2017, with an aggregate notional value of $5,000.0 million, between the Canadian dollar and U.S. dollar. In connection with this termination, we received $763.5 million which is reflected as a source of cash provided by investing activities in the condensed consolidated statement of cash flows. The unrealized gains totaled $533.4 million, net of tax, as of the termination date and will remain in AOCI until the complete or substantially complete liquidation of our investment in the underlying foreign operations. Additionally, we entered into new fixed-to-fixed cross-currency rate swaps to partially hedge the net investment in our Canadian subsidiaries. At inception, these cross-currency rate swaps were designated as a hedge and are accounted for as net investment hedges. These swaps are contracts to exchange quarterly fixed-rate interest payments we make on the Canadian dollar notional amount of C$6,753.5 million for quarterly fixed-rate interest payments we receive on the U.S. dollar notional amount of $5,000.0 million through the maturity date of June 30, 2023. In making such changes, we effectively realigned our Canadian dollar hedges to reflect our current cash flow mix and capital structure maturity profile.
At September 30, 2017, we also had outstanding a cross-currency rate swap in which we pay quarterly fixed-rate interest payments on the Euro notional value of €1,107.8 million and receive quarterly fixed-rate interest payments on the U.S. dollar notional value of $1,200.0 million through the maturity date of March 31, 2021. At inception, this cross-currency rate swap was designated as a hedge and is accounted for as a net investment hedge.

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Foreign Currency Exchange Contracts
We use foreign exchange derivative instruments to manage the impact of foreign exchange fluctuations on U.S. dollar purchases and payments, such as coffee purchases made by our Canadian Tim Hortons operations. At September 30, 2017, we had outstanding forward currency contracts to manage this risk in which we sell Canadian dollars and buy U.S. dollars with a notional value of $170.0 million with maturities to December 2018. We have designated these instruments as cash flow hedges, and as such, the effective portion of unrealized changes in market value are recorded in AOCI and are reclassified into earnings during the period in which the hedged forecasted transaction affects earnings. Gains and losses from hedge ineffectiveness are recognized in current earnings.
Credit Risk
By entering into derivative contracts, we are exposed to counterparty credit risk. Counterparty credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is in an asset position, the counterparty has a liability to us, which creates credit risk for us. We attempt to minimize this risk by selecting counterparties with investment grade credit ratings and regularly monitoring our market position with each counterparty.
Credit-Risk Related Contingent Features
Our derivative instruments do not contain any credit-risk related contingent features.
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 (Loss) Recognized in Other Comprehensive Income (Loss) (Effective Portion)
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2017
 
2016
 
2017
 
2016
Derivatives designated as cash flow hedges
 
 
 
 
 
 
 
Forward-starting interest rate swaps
$
(0.1
)
 
$
1.0

 
$
(20.5
)
 
$
(71.6
)
Forward-currency contracts
$
(5.2
)
 
$
2.1

 
$
(10.7
)
 
$
(7.7
)
Derivatives designated as net investment hedges
 
 
 
 
 
 
 
Cross-currency rate swaps
$
(171.5
)
 
$
20.1

 
$
(349.8
)
 
$
(199.6
)
Classification on Condensed Consolidated Statements of Operations
Gain (Loss) Reclassified from AOCI into Earnings
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2017
 
2016
 
2017
 
2016
Interest expense, net
$
(8.2
)
 
$
(5.9
)
 
$
(23.1
)
 
$
(15.3
)
Cost of sales
$
(1.2
)
 
$
(1.4
)
 
$
(1.1
)
 
$
1.1



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Fair Value as of
 
 
 
 
 
September 30, 2017
 
December 31, 2016
 
Balance Sheet Location
Assets:
 
 
 
 
 
Derivatives designated as cash flow hedges
 
 
 
 
 
Foreign currency
$
0.4

 
$
2.8

 
Prepaids and other current assets
Derivatives designated as net investment hedges
 
 
 
 
 
Foreign currency

 
717.9

 
Derivative assets
Total assets at fair value
$
0.4

 
$
720.7

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
Derivatives designated as cash flow hedges
 
 
 
 
 
Interest rate
$
61.8

 
$
55.1

 
Other liabilities, net
Foreign currency
8.6

 
1.1

 
Other accrued liabilities
Derivatives designated as net investment hedges
 
 
 
 
 
Foreign currency
417.4

 

 
Other liabilities, net
Total liabilities at fair value
$
487.8

 
$
56.2

 
 
Note 14. Franchise and Property Revenues
Franchise and property revenues consist of the following (in millions):

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2017
 
2016
 
2017
 
2016
Franchise royalties
$
332.8

 
$
261.1

 
$
883.5

 
$
738.7

Property revenues
204.1

 
194.6

 
568.4

 
563.9

Franchise fees and other revenue
40.1

 
33.6

 
105.9

 
96.3

    Franchise and property revenues
$
577.0

 
$
489.3

 
$
1,557.8

 
$
1,398.9

Note 15. Other Operating Expenses (Income), net
Other operating expenses (income), net consist of the following (in millions):

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2017
 
2016
 
2017
 
2016
Net losses (gains) on disposal of assets, restaurant closures, and refranchisings
$
3.4

 
$
3.3

 
$
14.9

 
$
19.6

Litigation settlements and reserves, net
0.6

 
0.4

 
1.7

 
2.0

Net losses (gains) on foreign exchange
17.7

 
4.1

 
64.9

 
16.1

Other, net
(0.2
)
 
0.9

 
0.6

 
0.5

     Other operating expenses (income), net
$
21.5

 
$
8.7

 
$
82.1

 
$
38.2

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

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Note 16. Commitments and Contingencies
Litigation
On June 19, 2017, a claim was filed in the Ontario Superior Court of Justice. The plaintiff, a franchisee of two Tim Hortons restaurants, seeks to certify a class of all persons who have carried on business as a Tim Hortons franchisee in Canada at any time after December 15, 2014. The claim alleges various causes of action against the defendants in relation to the purported misuse of amounts paid by members of the proposed class to the Tim Hortons Canada advertising fund (the “Ad Fund”). The plaintiff seeks to have the Ad Fund franchisee contributions held in trust for the benefit of members of the proposed class, an accounting of the Ad Fund, as well as damages for breach of contract, breach of trust, breach of the statutory duty of fair dealing, and breach of fiduciary duties. While we believe the claims are without merit and we intend to vigorously defend against this lawsuit, we are unable to predict the ultimate outcome of this case or estimate the range of possible loss, if any.
On October 6, 2017, a claim was filed in the Ontario Superior Court of Justice. The plaintiffs, two franchisees of Tim Hortons restaurants, seek to certify a class of all persons who have carried on business as a Tim Hortons franchisee at any time after March 8, 2017. The claim alleges various causes of action against the defendants in relation to the purported adverse treatment of member and potential member franchisees of the Great White North Franchisee Association. The plaintiffs seek damages for, among other things, breach of contract, breach of the statutory duty of fair dealing, and breach of the franchisees’ statutory right of association. While we believe the claims are without merit and we intend to vigorously defend against this lawsuit, we are unable to predict the ultimate outcome of this case or estimate the range of possible loss, if any.
Note 17. Segment Reporting
As stated in Note 1, Description of Business and Organization, we manage three brands. Under the Tim Hortons brand, we operate in the donut/coffee/tea category of the quick service segment of the restaurant industry. Under the Burger King brand, we operate in the fast food hamburger restaurant category of the quick service segment of the restaurant industry. Under the Popeyes brand, we operate in the chicken category of the quick service segment of the restaurant industry. We generate revenue from four sources: (i) sales to franchisees related to our supply chain operations, including manufacturing, procurement, warehousing, and distribution, as well as sales to retailers; (ii) franchise revenues, consisting primarily of royalties based on a percentage of sales reported by franchise restaurants and franchise fees paid by franchisees; (iii) property revenues from properties we lease or sublease to franchisees; and (iv) sales at Company restaurants.
Each brand is managed by a brand president that reports directly to our Chief Executive Officer, who is our Chief Operating Decision Maker. Therefore, we have three operating segments: (1) TH, which includes all operations of our Tim Hortons brand, (2) BK, which includes all operations of our Burger King brand, and (3) PLK, which includes all operations of our Popeyes brand. Our three operating segments represent our reportable segments.
The following table presents revenues, by segment and by country (in millions):
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2017
 
2016
 
2017
 
2016
Revenues by operating segment:
 
 
 
 
 
 
 
     TH
$
827.0

 
$
789.9

 
$
2,332.9

 
$
2,207.5

     BK
313.6

 
285.8

 
874.3

 
826.9

     PLK
68.0

 

 
134.7

 

Total revenues
$
1,208.6

 
$
1,075.7

 
$
3,341.9

 
$
3,034.4

 
 
 
 
 
 
 
 
Revenues by country (a):
 
 
 
 
 
 
 
     Canada
$
748.7

 
$
708.8

 
$
2,093.6

 
$
1,973.0

     United States
310.5

 
249.2

 
856.1

 
725.0

     Other
149.4

 
117.7

 
392.2

 
336.4

Total revenues
$
1,208.6

 
$
1,075.7

 
$
3,341.9

 
$
3,034.4

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

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Our measure of segment income is Adjusted EBITDA. Adjusted EBITDA represents earnings (net income or loss) before interest expense, net, (gain) loss on early extinguishment of debt, income tax expense, and depreciation and amortization, adjusted to exclude the non-cash impact of share-based compensation and non-cash incentive compensation expense and (income) loss from equity method investments, net of cash distributions received from equity method investments, as well as other operating expenses (income), net. Other specifically identified costs associated with non-recurring projects are also excluded from Adjusted EBITDA, including fees and expenses associated with the Popeyes Acquisition ("PLK Transaction costs"), and integration costs associated with the acquisition of Tim Hortons. 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 operating performance or the performance of an acquired business. A reconciliation of segment income to net income (loss) consists of the following (in millions).
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2017
 
2016
 
2017
 
2016
Segment income:
 
 
 
 
 
 
 
     TH
$
294.4

 
$
287.1

 
$
831.7

 
$
793.9

     BK
233.9

 
201.8

 
637.8

 
581.9

     PLK
36.8

 

 
70.0

 

          Adjusted EBITDA
565.1

 
488.9

 
1,539.5

 
1,375.8

Share-based compensation and non-cash incentive compensation expense
12.5

 
11.8

 
42.9

 
31.0

PLK Transaction costs
6.9

 

 
49.8

 

Integration costs

 
4.4

 

 
10.4

Impact of equity method investments (a)
(1.3
)
 
0.3

 
(0.1
)
 
(7.6
)
Other operating expenses (income), net
21.5

 
8.7

 
82.1

 
38.2

          EBITDA
525.5

 
463.7

 
1,364.8

 
1,303.8

Depreciation and amortization
46.2

 
43.2

 
134.9

 
128.7

          Income from operations
479.3

 
420.5

 
1,229.9

 
1,175.1

Interest expense, net
136.0

 
117.3

 
375.4

 
349.6

Loss on early extinguishment of debt
58.2

 

 
78.6

 

Income tax expense
38.3

 
64.6

 
119.0

 
171.0

          Net income
$
246.8

 
$
238.6

 
$
656.9

 
$
654.5

(a)
Represents (i) (income) loss from equity method investments and (ii) cash distributions received from our equity method investments. Cash distributions received from our equity method investments are included in segment income.

Note 18. Subsequent Events
Redemption of Preferred Shares
On October 25, 2017, our board of directors approved the redemption of all of the Preferred Shares on December 12, 2017 (the "Redemption Date"). The redemption price is $48.109657 per Preferred Share plus accrued and unpaid dividends up to the Redemption Date plus or minus any unpaid make-whole dividend and any additional dividends (the “redemption price”). The redemption price may be reduced if the make-whole dividend formula described above indicates the after-tax net dividends paid to the holder of the Preferred Shares from the original issue date through the redemption date will exceed the after-tax net dividends that would have been paid if we were a U.S. corporation. Upon redemption, the Preferred Shares will be deemed canceled, dividends will cease to accrue thereon and all rights of the holders will terminate, except the right to receive the cash payable upon such redemption.
Exchange of Partnership exchangeable units
In October 2017 Partnership received an exchange notice representing 9,050,594 Partnership exchangeable units. In accordance with the terms of the partnership agreement, Partnership will satisfy the exchange notice by repurchasing 5,000,000 Partnership exchangeable units with cash on hand and exchanging 4,050,594 Partnership exchangeable units for the same number of newly issued RBI common shares. The exchange will represent an increase in our ownership interest in Partnership

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and will be accounted for as an equity transaction, with no gain or loss recorded in the condensed consolidated statement 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 such exchange. The exchange date will occur on November 8, 2017.
Dividends
On October 2, 2017, we paid a cash dividend of $0.98 per Preferred Share, for a total dividend of $67.5 million, to the holder of the Preferred Shares. The dividend on the Preferred Shares included the amount due for the third calendar quarter of 2017. On October 3, 2017, we paid a cash dividend of $0.20 per common share to common shareholders of record on September 15, 2017. On such date, Partnership also made a distribution in respect of each Partnership exchangeable unit in the amount of $0.20 per exchangeable unit to holders of record on September 15, 2017.
On October 25, 2017, our board of directors declared a cash dividend of $0.98 per Preferred Share, for a total dividend of $67.5 million payable on January 2, 2018 to the holder of record of the Preferred Shares on December 15, 2017. The dividend on the Preferred Shares includes the amount due for the fourth calendar quarter of 2017. However, as indicated above, if we redeem the Preferred Shares prior to December 15, 2017, the redemption price will include accrued and unpaid regular quarterly dividends to the Redemption Date and, in such event, no regular quarterly dividend will be paid on the Preferred Shares on January 2, 2018. On October 25, 2017, our board of directors declared a cash dividend of $0.21 per common share, which will be paid on January 3, 2018, to common shareholders of record on December 15, 2017. Partnership will also make a distribution in respect of each Partnership exchangeable unit in the amount of $0.21 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.
Issuance and Redemption of Senior Notes
On October 4, 2017, the Borrowers issued $1,500.0 million of 5.00% second lien senior secured notes due October 15, 2025 (the "October 2017 Senior Notes"), which were issued as additional notes under the 2017 5.00% Senior Notes Indenture pursuant to which the Borrowers previously issued the 2017 5.00% Senior Notes. The October 2017 Senior Notes are treated as a single series with the 2017 5.00% Senior Notes and have substantially the same terms as those of the 2017 5.00% Senior Notes for all purposes under the 2017 5.00% Senior Notes Indenture, including waivers, amendments, redemptions and offers to purchase. The net proceeds from the offering of the October 2017 Senior Notes were used to redeem the remaining $1,000.0 million principal amount outstanding of the 2014 6.00% Senior Notes on October 18, 2017, pay related redemption premiums, fees and expenses, and for general corporate purposes.
Extension of Maturity Date of Senior Secured Revolving Credit Facility
On October 13, 2017, the Borrowers extended the maturity date of the Revolving Credit Facility from December 12, 2019 to October 13, 2022. The extension was effected through the termination of the existing revolving credit commitments and the entry into Incremental Facility Amendment No. 3 (the "October 2017 Incremental Amendment ") to the Credit Agreement. The October 2017 Incremental Amendment maintains the same $500.0 million in aggregate principal amount of commitments under the Revolving Credit Facility. As amended, the Revolving Credit Facility matures on October 13, 2022, provided that if, on October 15, 2021, more than an aggregate of $150.0 million of the 2015 4.625% Senior Notes are outstanding, then the maturity date of the Revolving Credit Facility shall be October 15, 2021. All other material terms of the Revolving Credit Facility remained the same.
*****

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion together with our unaudited condensed consolidated financial statements and the related notes thereto included in Part I, Item 1 “Financial Statements” of this report.
The following discussion includes information regarding future financial performance and plans, targets, aspirations, expectations, and objectives of management, which constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of Canadian securities laws as described in further detail under “Special Note Regarding Forward-Looking Statements” set forth below. Actual results may differ materially from the results discussed in the forward-looking statements. Please refer to the risks and further discussion in the “Special Note Regarding Forward-Looking Statements” below.
We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP” or “GAAP”). However, this Management’s Discussion and Analysis of Financial Condition and Results of Operations also contains certain non-GAAP financial measures to assist readers in understanding our performance. Non-GAAP financial measures either exclude or include amounts that are not reflected in the most directly comparable measure calculated and presented in accordance with GAAP. Where non-GAAP financial measures are used, we have provided the most directly comparable measures calculated and presented in accordance with U.S. GAAP, a reconciliation to GAAP measures and a discussion of the reasons why management believes this information is useful to it and may be useful to investors.
Operating results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for the fiscal year and our key business measures, 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 the Company and its subsidiaries, collectively.
Overview
We are a Canadian corporation originally formed on August 25, 2014 to serve as the indirect holding company for Tim Hortons and its consolidated subsidiaries and Burger King Worldwide and its consolidated subsidiaries. On March 27, 2017, we acquired Popeyes Louisiana Kitchen, Inc. and its consolidated subsidiaries (“Popeyes”). We are one of the world’s largest quick service restaurant (“QSR”) companies with more than $29 billion in system-wide sales and over 23,000 restaurants in more than 100 countries and U.S. territories as of September 30, 2017. Our Tim Hortons®, Burger King®, and Popeyes® brands have similar franchised business models with complementary daypart mixes and product platforms. Our three iconic brands are managed independently while benefiting from global scale and sharing of best practices.
Tim Hortons restaurants are quick service restaurants with a menu that includes premium blend coffee, tea, espresso-based hot and cold specialty drinks, fresh baked goods, including donuts, Timbits®, bagels, muffins, cookies and pastries, grilled paninis, classic sandwiches, wraps, soups, and more. Burger King restaurants are quick service restaurants that feature flame-grilled hamburgers, chicken and other specialty sandwiches, french fries, soft drinks, and other affordably-priced food items. Popeyes restaurants are chicken quick service restaurants featuring a unique “Louisiana” style menu that includes spicy chicken, chicken tenders, fried shrimp and other seafood, red beans and rice, and other regional items.
We have three operating and reportable segments: (1) Tim Hortons (“TH”); (2) Burger King (“BK”); and (3) Popeyes Louisiana Kitchen (“PLK”). We generate revenue from four sources: (i) sales to franchisees related to our supply chain operations, including manufacturing, procurement, warehousing, and distribution, as well as sales to retailers; (ii) franchise revenues, consisting primarily of royalties based on a percentage of sales reported by franchise restaurants and franchise fees paid by franchisees; (iii) property revenues from properties we lease or sublease to franchisees; and (iv) sales at restaurants owned by us (“Company restaurants”).

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Operating Metrics and Key Financial Measures
We evaluate our restaurants and assess our business based on the following operating metrics and key financial measures:
 
System-wide sales growth refers to the percentage change in sales at all franchise restaurants and Company restaurants in one period from the same period in the prior year.
System-wide sales represent sales at all franchise restaurants and Company restaurants. We do not record franchise sales as revenues; however, our franchise revenues include royalties based on a percentage of franchise sales. System-wide results are driven by our franchise restaurants, as approximately 100% of current system-wide restaurants are franchised.
Comparable sales refers to the percentage change in restaurant sales in one period from the same prior year period for restaurants that have been open for thirteen months or longer for TH and BK and 65 weeks or longer for PLK.
Commencing in 2017, we are presenting net restaurant growth on a percentage basis, reflecting the net increase in restaurant count (openings, net of closures) over a trailing twelve month period, divided by the restaurant count at the beginning of the trailing twelve month period. This presentation has been applied retrospectively to the earliest period presented to provide period-to-period comparability. Previously, we presented net restaurant growth as the number of new restaurants opened, net of closures, during a stated period. We have disclosed restaurant count at period end which can be used to determine net restaurant growth as previously presented.
Adjusted EBITDA, a non-GAAP measure, which represents earnings (net income or loss) before interest expense, net, (gain) loss on early extinguishment of debt, income tax expense, depreciation and amortization, adjusted to exclude specifically identified items that management believes are not relevant to management’s assessment of operating performance. See Non-GAAP Reconciliations.
System-wide sales growth and comparable sales are measured on a constant currency basis, which means the results exclude the effect of foreign currency translation (“FX Impact”). For system-wide sales growth and comparable sales, we calculate the FX Impact by translating prior year results at current year monthly average exchange rates. For items included in our results of operations, we calculate the FX Impact by translating current year results at prior year monthly average exchange rates. We analyze these operating metrics on a constant currency basis as this helps identify underlying business trends, without distortion from the effects of currency movements.


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Recent Events and Factors Affecting Comparability
Popeyes Acquisition
As described in Note 2 to the accompanying unaudited condensed consolidated financial statements, on March 27, 2017, we completed the acquisition of Popeyes for total consideration of $1,654.7 million (the “Popeyes Acquisition”). The consideration was funded through (1) cash on hand of approximately $354.7 million, and (2) $1,300.0 million from incremental borrowings under our Term Loan Facility – see Note 9 to the accompanying unaudited condensed consolidated financial statements.
PLK revenues and segment income from March 28, 2017 through September 30, 2017 are included in our consolidated statement of operations for the nine months ended September 30, 2017. The changes in our results of operations for the three and nine months ended September 30, 2017 as compared to the three and nine months ended September 30, 2016 are partially driven by the inclusion of the results of operations of PLK. The PLK statement of operations data for the three and nine months ended September 30, 2017 is summarized as follows:
PLK Segment (in millions of U.S. dollars)
Three months ended September 30, 2017
Nine months ended September 30, 2017
Revenues:
 
 
Sales
$
22.7

$
45.7

Franchise and property revenues
45.3

89.0

Total revenues
68.0

134.7

Cost of sales
17.8

37.0

Franchise and property expenses
2.2

4.5

Segment SG&A
12.8

27.2

Segment depreciation and amortization (a)
1.6

4.0

Segment income
36.8

70.0


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

28


Table of Contents

Results of Operations for the Three and Nine Months Ended September 30, 2017 and 2016
Tabular amounts in millions of U.S. dollars unless noted otherwise.
Consolidated
Three Months Ended
September 30,
 
Variance
 
FX Impact
 
Variance Excluding FX Impact
 
Nine Months Ended
September 30,
 
Variance
 
FX Impact
 
Variance Excluding FX Impact
 
2017
 
2016
 
 Favorable / (Unfavorable)
 
2017
 
2016
 
 Favorable / (Unfavorable)
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sales
$
631.6

 
$
586.4

 
$
45.2

 
$
20.6

 
$
24.6

 
$
1,784.1

 
$
1,635.5

 
$
148.6

 
$
15.6

 
$
133.0

Franchise and property revenues
577.0

 
489.3

 
87.7

 
9.8

 
77.9

 
1,557.8

 
1,398.9

 
158.9

 
3.7

 
155.2

Total revenues
1,208.6

 
1,075.7

 
132.9

 
30.4

 
102.5

 
3,341.9

 
3,034.4

 
307.5

 
19.3

 
288.2

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
493.3

 
457.1

 
(36.2
)
 
(16.0
)
 
(20.2
)
 
1,376.9

 
1,285.7

 
(91.2
)
 
(12.4
)
 
(78.8
)
Franchise and property expenses
118.5

 
109.8

 
(8.7
)
 
(3.2
)
 
(5.5
)
 
343.2

 
323.5

 
(19.7
)
 
(1.9
)
 
(17.8
)
Selling, general and administrative expenses
100.1

 
82.2

 
(17.9
)
 
(2.1
)
 
(15.8
)
 
318.7

 
228.5

 
(90.2
)
 
(1.4
)
 
(88.8
)
(Income) loss from equity method investments
(4.1
)
 
(2.6
)
 
1.5

 

 
1.5

 
(8.9
)
 
(16.6
)
 
(7.7
)
 
(0.1
)
 
(7.6