EX-99

EX-99 2 d16253dex99.htm EX-99 EX-99

Exhibit 99

LOGO

Restaurant Brands International Reports Third Quarter 2015 Results

Oakville, Ontario – October 27, 2015 – Restaurant Brands International Inc. (TSX/NYSE: QSR, TSX: QSP) today reported financial results for the third quarter ended September 30, 2015.

Daniel Schwartz, Chief Executive Officer of Restaurant Brands International (“RBI”) commented, “We continued to build on momentum from the first half of the year, achieving favorable comparable sales growth and net restaurant growth at both of our iconic brands, TIM HORTONS^® and BURGER KING^®. We also announced the first development deal at TIM HORTONS^® since the creation of RBI, and our Master Franchise Joint Venture, Burger King France, announced the proposed acquisition of Quick Group. We are excited about the path for TIM HORTONS^® and BURGER KING^® global expansion going forward. We have made good progress year-to-date and are unwavering in our commitment to delivering a great guest experience while driving franchisee profitability.”

Third Quarter 2015 Highlights:

•

Tim Hortons (“TH”) comparable sales increased 5.3% and Burger King (“BK”) comparable sales increased 6.2% in constant currency

•

TH delivered net restaurant growth (“NRG”) of 69 and BK delivered NRG of 141

•

System-wide sales grew 8.2% at TH and 11.2% at BK in constant currency

•

RBI Adjusted EBITDA was up 22.8% on an organic basis to $441 million versus the prior year pro forma amount

•

RBI Adjusted Diluted EPS was $0.34 per share

•

RBI declared a dividend of $0.13 per common share and partnership exchangeable unit of RBI LP for the fourth quarter of 2015

Consolidated Operational Highlights


	Three Months Ended September 30,
	2015			2014
	(unaudited)
Comparable Sales Growth⁽¹⁾
TH ⁽²⁾		5.3	%		3.8	%
BK		6.2	%		2.4	%
System Net Restaurant Growth (NRG)
TH ⁽²⁾		69			44
BK		141			152
System-wide Sales Growth⁽¹⁾
TH ⁽²⁾		8.2	%		7.5	%
BK		11.2	%		7.7	%
System-wide Sales ⁽³⁾ (in US$ millions)
TH ⁽²⁾	$	1,600.0		$	1,741.3
BK	$	4,520.6		$	4,448.3

(1)	Comparable sales growth and system-wide sales growth are calculated on a constant currency basis and include sales at franchise restaurants and company-owned restaurants.

(2)	TH 2014 third quarter figures are shown for informational purposes only.

(3)	System-wide sales are driven by sales at franchised restaurants, as approximately 100% of current restaurants are franchised. We do not record franchise sales as revenue; however, our franchise revenues include royalties based on a percentage of franchise sales.

Consolidated Financial Highlights


	Three Months Ended September 30,
(in US$ millions, except per share data)	2015		2014			2014 PF ⁽⁶⁾
	(unaudited)
RBI Total Revenues	$	1,019.7	$	278.9		$	1,113.0
RBI Net Income (Loss) Attributable to Common Shareholders	$	49.6	$	(23.5	)	$	46.1
RBI Diluted Earnings (Loss) per Share Attributable to Common Shareholders	$	0.24	$	(0.07	)	$	0.23

TH Adjusted EBITDA ⁽⁴⁾	$	244.0		n/a		$	219.9
BK Adjusted EBITDA ⁽⁴⁾	$	196.7	$	194.4		$	194.4

RBI Adjusted EBITDA ⁽⁵⁾	$	440.7	$	194.4		$	414.3

RBI Adjusted Net Income (Loss) Attributable to Common Shareholders ⁽⁵⁾	$	162.7	$	99.7		$	128.3
RBI Adjusted Diluted Earnings (Loss) per Share Attributable to Common Shareholders ⁽⁵⁾	$	0.34	$	0.28		$	0.27

(4)	TH Adjusted EBITDA and BK Adjusted EBITDA are our measures of segment profitability.

(5)	RBI Adjusted EBITDA, RBI Adjusted Net Income (Loss), and RBI Adjusted Diluted Earnings (Loss) per Share are non-GAAP financial measures. Please refer to “Non-GAAP Financial Measures” for further detail.

(6)	Please refer to RBI’s Form 8-K filed on April 27, 2015 with pro forma financial information for RBI, TH and BK.

Adjusted EBITDA growth of 22.8%, excluding the impact of FX movements, was driven by our commitment to profitable and consistent growth for both brands in the third quarter. At TH, trailing twelve month NRG of 255 in conjunction with comparable sales growth of 5.3% resulted in constant currency TH system-wide sales growth of 8.2%. The launch of premium breakfast and lunch wraps and continued strength in beverages contributed to TH outperformance. BK achieved trailing twelve month NRG of 709 and third quarter comparable sales growth of 6.2%, resulting in BK system-wide sales growth of 11.2% in constant currency. BK comparable sales growth was in part driven by successful product introductions, including Fiery Chicken Fries and the Extra Long Jalapeño Cheeseburger.

TH Segment Results ⁽²⁾


	Three Months Ended September 30,
(in US$ millions, except per share data)	2015			2014			2014 PF ⁽⁶⁾
	(unaudited)
Comparable Sales Growth ⁽¹⁾		5.3	%		3.8	%		3.8	%
System-wide Sales Growth ⁽¹⁾		8.2	%		7.5	%		7.5	%
System-wide Sales ⁽³⁾	$	1,600.0		$	1,741.3		$	1,741.3

System Net Restaurant Growth (NRG)		69			44			44
System Restaurant Count at Period End		4,845			4,590			4,590

Sales	$	522.1			n/a		$	583.1
Franchise and Property Revenues	$	215.6			n/a		$	251.0

TH Total Revenues	$	737.7			n/a		$	834.1

Cost of Sales	$	426.7			n/a		$	497.3
Franchise & Property Expenses	$	79.2			n/a		$	109.9
Segment SG&A ⁽⁷⁾	$	18.5			n/a		$	43.1
Segment depreciation and amortization ⁽⁸⁾	$	27.3			n/a		$	32.7
TH Adjusted EBITDA ⁽⁴⁾⁽⁹⁾	$	244.0			n/a		$	219.9

(7)	Segment selling, general and administrative expenses consists of segment selling expenses and segment management general and administrative expenses.

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

(9)

TH Adjusted EBITDA for the three months ended September 30, 2015 excludes $(0.3) million of acquisition accounting impact on cost of sales and includes $3.7 million of cash distributions received from equity method investments. TH pro forma Adjusted EBITDA for the three months ended September 30, 2014 includes $3.1 million of cash distributions received from equity method investments.

Third quarter TH system-wide sales growth of 8.2% was driven by comparable sales growth and NRG for the trailing twelve month period. We achieved consolidated TH comparable sales growth of 5.3%, with TH Canada and TH US comparable sales growth of 5.4% and 4.3%, respectively.

Led by development in Canada, we recorded TH net restaurant growth of 69 during the third quarter. TH increased its restaurant base by 255 restaurants, or 5.6%, for the trailing twelve month period to end the quarter with 4,845 restaurants. TH Total Revenues of $737.7 million declined 11.6% versus the prior year pro forma amount primarily as a result of FX headwinds. Excluding the impact of FX movements and compared to prior year pro forma results, TH Total Revenues increased 6.3% while TH Adjusted EBITDA grew 33.5% to $244.0 million.

BK Segment Results


	Three Months Ended September 30,
(in US$ millions, except per share data)	2015			2014
		(unaudited)
Comparable Sales Growth ⁽¹⁾		6.2	%		2.4	%
System-wide Sales Growth ⁽¹⁾		11.2	%		7.7	%
System-wide Sales⁽³⁾	$	4,520.6		$	4,448.3

System Net Restaurant Growth (NRG)		141			152
System Restaurant Count at Period End		14,669			13,960

Sales	$	23.8		$	18.9
Franchise and Property Revenues	$	258.2		$	260.0

BK Total Revenues	$	282.0		$	278.9

Cost of Sales	$	19.9		$	16.5
Franchise & Property Expenses	$	35.2		$	41.4
Segment SG&A ⁽⁷⁾	$	42.0		$	39.6
Segment depreciation and amortization ⁽⁸⁾	$	11.8		$	13.0
BK Adjusted EBITDA ⁽⁴⁾	$	196.7		$	194.4

We continued to achieve positive comparable sales growth and net restaurant growth at BK with year-over-year system-wide sales growth of 11.2% in constant currency. BK achieved comparable sales growth of 6.2% with continued positive comparable sales growth in the U.S. and Canada (“US&C”), Europe, the Middle East, and Africa (“EMEA”), Latin America and the Caribbean (“LAC”), and Asia Pacific (“APAC”). Most notably, US&C reported comparable sales growth of 5.2% despite lapping the successful 2014 Chicken Fries launch. BK top-line growth was also driven by the addition of 709 net new restaurants for the trailing twelve month period. With 141 net new restaurants added in the third quarter, BK ended the period with 14,669 restaurants.

BK experienced a 6.9% FX headwind on revenues for the third quarter. Excluding the impact of FX movements, BK Total Revenues grew by 8.6% to $282.0 million versus prior year third quarter results. BK Adjusted EBITDA of $196.7 million increased 10.7% on an organic basis, compared to the third quarter in the prior year.

Cash and Liquidity

As of September 30, 2015, total debt was $9.0 billion, net debt was $8.0 billion and total cash balance was $1.0 billion. On October 27, 2015, our Board of Directors declared a dividend of $0.13 per common share and Class B exchangeable partnership unit of Restaurant Brands International Limited Partnership for the fourth quarter of 2015. The dividend will be payable on January 5, 2016 to shareholders and unitholders of record at the close of business on November 25, 2015.

Commencing on December 12, 2015, the anniversary date of the Tim Hortons transaction, unitholders may require the Partnership to exchange all or any portion of their Class B exchangeable partnership units for RBI common shares on a one for one basis, subject to RBI’s right as general partner of the Partnership, in its sole discretion, to deliver a cash payment in lieu of RBI common shares. For more information on how to exercise this exchange right, please visit RBI’s investor relations page at http://investor.rbi.com.

Investor Conference Call

We will host an investor conference call and webcast at 8:30 a.m. Eastern Time on Tuesday, October 27, 2015, to review financial results for the third quarter ended September 30, 2015. The earnings call will be broadcast live via our investor relations website at http://investor.rbi.com and a replay will be available for 30 days following the release. The dial-in number is (877) 317-6711 for US callers, (866) 450-4696 for Canadian callers and (412) 317-5475 for callers from other countries.

Contacts

Investors

Andrea John, Investor Relations

(905) 339-4940; investor@rbi.com

Media

Patrick McGrade, Communications and Corporate Affairs

(905) 339-5815; media@rbi.com

About Restaurant Brands International

Restaurant Brands International Inc. is one of the world’s largest quick service restaurant companies with over $23 billion in system-wide sales and over 19,000 restaurants in approximately 100 countries and US territories. RBI owns two of the world’s most prominent and iconic quick service restaurant brands – TIM HORTONS^® and BURGER KING^®. These independently operated brands have been serving their respective guests, franchisees and communities for over 50 years. 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 RBI’s current expectations and belief that it can deliver a great guest experience while driving franchisee profitability and its belief that it has made good progress year-to-date. 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 RBI’s ability to successfully implement its domestic and international growth strategy; and risks related to RBI’s ability to compete domestically and internationally in an intensely competitive industry. Other than as required under US 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.

Pro Forma (PF) Financial Information

This press release contains pro forma financial information of Restaurant Brand International Inc. (“RBI”), Tim Hortons (“TH”) and Burger King Worldwide (“BKW”). As discussed in our Form 8-K filed on April 27, 2015 with the Securities and Exchange Commission (“SEC”) and Canadian securities regulatory authorities (the “Pro Forma Form 8-K”), the historical results of operations have been adjusted to give pro forma effect to those events that are directly attributable to (i) the BKW merger with TH (the “Merger”), (ii) our entry into a new $6,750.0 million term loan facility, (iii) our issuance of $2,250.0 million aggregate principal amount of second lien secured notes, (iv) our issuance of $3.0 billion of 9% cumulative compounding perpetual voting preferred shares and the warrant to purchase our common shares to a subsidiary of Berkshire Hathaway, Inc., (v) the repayment of $2,923.4 million of existing BKW indebtedness and (vi) extinguishment of approximately $1.0 billion of TH legacy notes (as detailed in the Pro Forma Form 8-K, collectively, the “Transactions”), as if the Transactions occurred on the first day of fiscal 2014.

The pro forma statements of operations include the impact of preliminary acquisition accounting adjustments resulting from preliminary fair value estimates due to the application of acquisition accounting to the Merger. During the three months ended September 30, 2015, we adjusted our preliminary estimate of the fair value of net assets acquired. The update consisted primarily of revisions to pro forma depreciation and amortization. The update resulted in no impact to the Pro Forma Adjusted EBITDA and an increase of $0.01 per quarter of Pro Forma Adjusted Diluted EPS contained in the Pro Forma Form 8-K. These fair value estimates are subject to change over a one-year measurement period. Measurement period adjustments that are determined to be material will be applied retrospectively. For more information regarding the pro forma financial information, please refer to our Pro Forma Form 8-K.

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,
	2015		2014			2014 PF
Revenues:
Sales	$	545.9	$	18.9		$	602.0
Franchise and property revenues		473.8		260.0			511.0

Total revenues		1,019.7		278.9			1,113.0
Cost of sales		446.6		16.5			513.8
Franchise and property expenses		114.4		41.4			151.3
Selling, general and administrative expenses		104.3		78.3			93.1
(Income) loss from equity method investments		1.0		(4.1	)		(7.8	)
Other operating expenses (income), net		9.4		145.9			(0.8	)

Total operating costs and expenses		675.7		278.0			749.6

Income from operations		344.0		0.9			363.4
Interest expense, net		116.0		51.3			126.6
(Gain) loss on early extinguishment of debt		0.4		—			—

Income (loss) before income taxes		227.6		(50.4	)		236.8
Income tax expense (benefit)		44.7		(26.9	)		69.1

Net income (loss)		182.9		(23.5	)		167.7

Net income attributable to noncontrolling interests		65.8		—			54.1
Preferred share dividends		67.5		—			67.5

Net income (loss) attributable to common shareholders	$	49.6	$	(23.5	)	$	46.1

Earnings (loss) per common share:
Basic	$	0.25	$	(0.07	)	$	0.23
Diluted	$	0.24	$	(0.07	)	$	0.23
Weighted average shares outstanding
Basic		202.4		352.0			202.1
Diluted		476.5		352.0			476.1
Cash dividends declared per common share	$	0.12	$	0.08

Memo: Basic earnings (loss) per common share is determined by dividing net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding during the period. For the three months ended September 30, 2015, diluted EPS of $0.24 per share assumes $114.5 million net income (loss) available to common shareholders and noncontrolling interests related to the Class B exchangeable limited partnership units of RBI LP (“Partnership exchangeable units”) and assumes conversion of Partnership exchangeable units to RBI common shares. The diluted earnings (loss) per share calculation assumes conversion of 100% of the Partnership exchangeable units under the “if converted” method.

RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

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

(Unaudited)


	Nine Months Ended September 30,
	2015		2014		2014 PF
Revenues:
Sales	$	1,613.2	$	55.7	$	1,692.3
Franchise and property revenues		1,382.0		725.3		1,415.3

Total revenues		2,995.2		781.0		3,107.6
Cost of sales		1,354.6		47.7		1,451.3
Franchise and property expenses		365.2		114.5		410.1
Selling, general and administrative expenses		317.3		173.5		274.9
(Income) loss from equity method investments		5.7		5.8		(4.5	)
Other operating expenses (income), net		82.2		155.8		13.0

Total operating costs and expenses		2,125.0		497.3		2,144.8

Income from operations		870.2		283.7		962.8
Interest expense, net		362.3		151.9		378.3
(Gain) loss on early extinguishment of debt		40.0		—		—

Income (loss) before income taxes		467.9		131.8		584.5
Income tax expense		140.7		19.8		172.1

Net income		327.2		112.0		412.4

Net income (loss) attributable to noncontrolling interests		71.3		—		(199.4	)
Preferred share dividends		203.7		—		202.5
Accretion of preferred shares to redemption value		—		—		546.4

Net income (loss) attributable to common shareholders	$	52.2	$	112.0	$	(137.1	)

Earnings (loss) per common share:
Basic	$	0.26	$	0.32	$	(0.68	)
Diluted	$	0.25	$	0.31	$	(0.68	)
Weighted average shares outstanding
Basic		202.3		351.9		202.1
Diluted		476.4		359.2		476.1
Cash dividends declared per common share	$	0.31	$	0.22

Memo: Basic earnings (loss) per common share is determined by dividing net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding during the period. For the nine months ended September 30, 2015, diluted EPS of $0.25 per share assumes $120.6 million net income (loss) available to common shareholders and noncontrolling interests related to the Partnership exchangeable units and assumes conversion of Partnership exchangeable units to RBI common shares. The diluted earnings (loss) per share calculation assumes conversion of 100% of the Partnership exchangeable units under the “if converted” method.

RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

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

(Unaudited)


	As of
	September 30, 2015			December 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	975.5		$	1,803.2
Restricted cash and cash equivalents		—			84.5
Trade and notes receivable, net of allowance of $11.7 million and $20.1 million, respectively		371.5			441.2
Inventories and other current assets, net		154.7			172.3
Advertising fund restricted assets		58.6			53.0
Deferred income taxes, net		81.3			86.6

Total current assets		1,641.6			2,640.8
Property and equipment, net of accumulated depreciation of $314.5 million and $225.1 million, respectively		2,212.0			2,437.1
Intangible assets, net		9,408.9			10,445.1
Goodwill		4,617.3			5,230.1
Net investment in property leased to franchisees		123.4			140.5
Other assets, net		1,031.5			444.4

Total assets	$	19,034.7		$	21,338.0

LIABILITIES, REDEEMABLE PREFERRED SHARES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts and drafts payable	$	337.5		$	223.0
Accrued advertising		47.4			25.9
Other accrued liabilities		608.6			335.6
Gift card liability		112.6			187.0
Advertising fund liabilities		53.1			45.5
Current portion of long term debt and capital leases		56.5			1,128.8

Total current liabilities		1,215.7			1,945.8
Term debt, net of current portion		8,471.7			8,826.5
Capital leases, net of current portion		207.9			243.7
Other liabilities, net		848.4			707.8
Deferred income taxes, net		1,689.2			1,982.8

Total liabilities		12,432.9			13,706.6

Redeemable preferred shares; $43.775848 par value; 68,530,939 shares authorized, issued and outstanding at September 30, 2015 and December 31, 2014		3,297.0			3,297.0
Shareholders’ Equity:
Common shares; no par value; unlimited shares authorized; 202,411,121 shares issued and outstanding at September 30, 2015; 202,052,741 shares issued and outstanding at December 31, 2014		1,794.6			1,755.0
Retained earnings		220.5			231.0
Accumulated other comprehensive income (loss)		(561.1	)		(108.6	)

Total Restaurant Brands International Inc. shareholders’ equity		1,454.0			1,877.4
Noncontrolling interests		1,850.8			2,457.0

Total shareholders’ equity		3,304.8			4,334.4

Total liabilities, redeemable preferred shares and shareholders’ equity	$	19,034.7		$	21,338.0

RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In millions of U.S. dollars)

(Unaudited)


	Nine Months Ended September 30,
	2015			2014
Cash flows from operating activities:
Net income (loss)	$	327.2		$	112.0
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		137.8			48.7
(Gain) loss on early extinguishment of debt		40.0			—
Amortization of deferred financing costs and debt issuance discount		25.0			45.7
(Income) loss from equity method investments		5.7			5.8
Loss (gain) on remeasurement of foreign denominated transactions		31.1			(22.0	)
Amortization of defined benefit pension and postretirement items		—			(2.4	)
Net losses (gains) on derivatives		50.1			154.5
Net losses (gains) on refranchisings and dispositions of assets		(5.8	)		11.8
Bad debt expense (recoveries), net		0.9			0.9
Share-based compensation expense		36.9			9.5
Acquisition accounting impact on cost of sales		0.5			—
Deferred income taxes		(114.8	)		(59.1	)
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Reclassification of restricted cash to cash and cash equivalents		79.2			—
Trade and notes receivable		35.4			10.0
Inventories and other current assets		(5.1	)		10.8
Accounts and drafts payable		138.8			1.8
Accrued advertising		29.8			(22.2	)
Other accrued liabilities		172.2			88.0
Other long-term assets and liabilities		(34.5	)		(18.2	)

Net cash provided by operating activities		950.4			375.6

Cash flows from investing activities:
Payments for property and equipment		(82.9	)		(10.7	)
Proceeds (payments) from refranchisings, disposition of assets and restaurant closures		16.9			(6.6	)
Net payments for acquired and disposed franchisee operations, net of cash acquired		—			(3.9	)
Return of investment on direct financing leases		12.1			11.6
Settlement of derivatives, net		11.8			—
Other investing activities, net		2.1			(0.2	)

Net cash provided by (used for) investing activities		(40.0	)		(9.8	)

Cash flows from financing activities:
Proceeds from Senior Notes		1,250.0			—
Repayments of term debt, Tim Hortons Notes and capital leases		(2,610.6	)		(57.3	)
Payment of financing costs		(81.3	)		—
Dividends paid on common shares and preferred shares		(238.8	)		(77.4	)
Proceeds from stock option exercises		1.6			0.1
Proceeds from issuance of shares		2.1			—
Excess tax benefits from share-based compensation		—			0.2
Other financing activities		(3.9	)		—

Net cash provided by (used for) financing activities		(1,680.9	)		(134.4	)

Effect of exchange rates on cash and cash equivalents		(57.2	)		(4.6	)
Increase (decrease) in cash and cash equivalents		(827.7	)		226.8
Cash and cash equivalents at beginning of period		1,803.2			786.9

Cash and cash equivalents at end of period	$	975.5		$	1,013.7

Supplemental cashflow disclosures:
Interest paid	$	285.8		$	82.4
Income taxes paid	$	91.8		$	28.5
Non-cash investing and financing activities:
Acquisition of property with capital lease obligations	$	10.4		$	—

RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Key Business Metrics

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

System-wide sales growth refers to the change in sales at all company-owned and franchise restaurants in one period from the same period in the prior year. Comparable sales growth refers to the change in restaurant sales in one period from the same prior year period for restaurants that have been open for thirteen months or longer. Company-owned restaurants refranchised during a quarterly period are included with franchise restaurants for the purpose of calculating comparable sales growth for the quarter. Comparable sales and sales growth are measured on a constant currency basis, which means that results exclude the effect of foreign currency translation 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 (“FX Impact”).

System-wide sales represent sales at all Company restaurants and franchise restaurants. We do not record franchise sales as revenues; however, our franchise revenues include royalties based on a percentage of franchise sales.

Consolidated RBI


	Three Months Ended September 30,
Key Business Metrics	2015			2014
System-wide sales growth
TH		8.2	%		7.5	%
BK		11.2	%		7.7	%
System-wide sales (in US$ millions)
TH	$	1,600.0		$	1,741.3
BK	$	4,520.6		$	4,448.3
Comparable sales growth
TH		5.3	%		3.8	%
BK		6.2	%		2.4	%
System Net Restaurant Growth (NRG)
TH		69			44
BK		141			152
Restaurant counts at period end
TH		4,845			4,590
BK		14,669			13,960

Key Business Metrics by Brand Market


	Three Months Ended September 30,
Key Business Metrics	2015			2014
System-wide Sales Growth
TH - Canada		8.1	%		6.9	%
TH - US		8.5	%		12.8	%
BK - US&C		5.6	%		3.1	%
BK - EMEA		16.5	%		11.3	%
BK - LAC		20.3	%		8.7	%
BK - APAC		17.7	%		16.1	%

Comparable Sales Growth
TH - Canada		5.4	%		3.5	%
TH - US		4.3	%		6.8	%
BK - US&C		5.2	%		3.6	%
BK - EMEA		7.3	%		1.3	%
BK - LAC		11.4	%		(3.0	)%
BK - APAC		5.3	%		4.1	%

System NRG
TH - Canada		60			35
TH - US		3			3
BK - US&C		(20	)		(3	)
BK - EMEA		76			75
BK - LAC		25			29
BK - APAC		60			51

RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Supplemental Disclosure

(Unaudited)

Selling, general and administrative expenses


	Three Months Ended September 30,				Nine Months Ended September 30,
(in US$ millions)	2015		2014		2015		2014
Selling expenses	$	3.0	$	0.6	$	11.3	$	0.9

Management general and administrative expenses		57.5		39.0		176.1		119.6
Share-based compensation and non-cash incentive compensation expense (a)		15.5		4.5		37.5		12.2
Depreciation and amortization		4.0		3.5		12.7		10.1
Tim Hortons transaction and restructuring costs		24.3		30.7		79.7		30.7

Total general and administrative expenses		101.3		77.7		306.0		172.6

Selling, general and administrative expenses	$	104.3	$	78.3	$	317.3	$	173.5

(a)

During the three and nine months ended September 30, 2015, the increase in share-based compensation and non-cash incentive compensation expense was primarily due to incremental expense of $3.8 million and $12.7 million related to the remeasurement of liability-classified stock options to fair value for the three and nine months ended September 30, 2015, respectively, incremental expense of $4.6 million related to a stock option modification during the three and nine months ended September 30, 2015, and additional stock options granted during 2015 and 2014.

Other Operating Expenses (Income), net


	Three Months Ended September 30,						Nine Months Ended September 30,
(in US$ millions)	2015			2014			2015			2014
Net losses (gains) on disposal of assets, restaurant closures and refranchisings (a)	$	0.5		$	8.4		$	(6.6	)	$	16.3
Litigation settlements and reserves, net		0.1			1.6			1.8			3.8
Net losses (gains) on derivatives (b)		(1.5	)		147.9			37.3			147.9
Net losses (gains) on foreign exchange (c)		10.9			(18.9	)		45.1			(21.4	)
Other, net		(0.6	)		6.9			4.6			9.2

Other operating expenses (income), net	$	9.4		$	145.9		$	82.2		$	155.8

(a)

Net losses (gains) on disposal of assets, restaurant closures and refranchisings for the nine months ended September 30, 2015 primarily reflects gains in connection with refranchisings in our TH business and gains related to a lease termination as well as the write-off of unfavorable lease balances related to this lease termination in our BK business.

(b)	Net losses (gains) on derivatives for the nine months ended September 30, 2015 primarily reflects the reclassification of losses on cash flow hedges from accumulated other comprehensive income (loss) to earnings as a result of de-designation and settlement of certain interest rate swaps.

(c)	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 GAAP, and discuss the reasons that we believe this information is useful to management and may be useful to investors. These measures may differ from similarly captioned measures of other companies in our industry.

Non-GAAP Measures:

To supplement its condensed consolidated financial statements presented on a U.S. Generally Accepted Accounting Principles (“GAAP”) basis, RBI reports the following non-GAAP financial measures: EBITDA, Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS, Organic revenue growth and Organic Adjusted EBITDA growth.

EBITDA is defined as earnings (net income or loss) before interest, (gain) loss on early extinguishment of debt, taxes, and depreciation and amortization and is used by management to measure operating performance of the business.

Adjusted EBITDA is defined as EBITDA excluding the impact of share-based compensation and non-cash incentive compensation expense, (income) loss from equity method investments, net of cash distributions received from equity method investments, other operating (income) expenses, net, and all other specifically identified costs associated with non-recurring projects, including acquisition accounting impact on cost of sales and Tim Hortons transaction and restructuring costs. Adjusted EBITDA is used by management to measure operating performance of the business, excluding specifically identified items that management believes do not directly reflect our core operations, and represents our measure of segment income.

Adjusted Net Income is defined as net income excluding the impact of those same items excluded from Adjusted EBITDA and also excluding franchise agreement amortization, amortization of deferred financing costs and original issue discount, interest expense and loss (gain) on extinguished debt. Adjusted Diluted EPS is calculated by dividing Adjusted Net Income by the number of diluted shares of RBI during the reporting period. Adjusted Net Income and Adjusted Diluted EPS are used by management to evaluate the core operating performance of the business.

Revenue growth and Adjusted EBTIDA growth, on an organic basis, are non-GAAP measures that exclude FX Impact. Management believes that organic growth is an important metric for measuring the core operating performance of the business as it excludes the impact of foreign currency exchange rates. We calculate the FX impact by translating current year results at prior year monthly average exchange rates.

RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Organic Growth in Revenue and Adjusted EBITDA

Three Months Ended September 30, 2015

(Unaudited)


												FX
	Actual					Q3 ‘15 vs. Q3 ‘14						Impact			Organic Growth
(in US$ millions)	Q3 ‘15		Q3 ‘14			$			%			$			$		%
Calculation:			A			B						C			B-C=D		D/A
Revenue
TH	$	737.7	$	834.1	{a}	$	(96.4	)		(11.6	)%	$	(148.8	)	$	52.4		6.3	%
BK	$	282.0	$	278.9		$	3.1			1.1	%	$	(20.9	)	$	24.0		8.6	%

RBI	$	1,019.7	$	1,113.0	{a}	$	(93.3	)		(8.4	)%	$	(169.7	)	$	76.4		6.9	%

Adjusted EBITDA
TH	$	244.0	$	219.9	{a}	$	24.1			11.0	%	$	(49.5	)	$	73.6		33.5	%
BK	$	196.7	$	194.4		$	2.3			1.2	%	$	(18.5	)	$	20.8		10.7	%

RBI	$	440.7	$	414.3	{a}	$	26.4			6.4	%	$	(68.0	)	$	94.4		22.8	%

{a}

2014 TH Pro Forma

RESTAURANT BRANDS INTERNATIONAL, INC. AND SUBSIDIARIES

Non-GAAP Financial Measures

Reconciliation of EBITDA and Adjusted EBITDA to Net Income (Loss)

(Unaudited)


(in US$ millions)	Three Months Ended September 30,
	2015			2014			2014 PF
Segment Income:
TH	$	244.0		$	—		$	219.9
BK		196.7			194.4			194.4

Adjusted EBITDA		440.7			194.4			414.3
Share-based compensation and non-cash incentive compensation expense ⁽²⁾		15.5			4.5			7.3
Acquisition accounting impact on cost of sales		(0.3	)		—			—
TH transaction and restructuring costs ⁽³⁾		24.3			30.7			—
Impact of equity method investments ⁽⁴⁾		4.7			(4.1	)		(4.7	)
Other operating expenses (income), net		9.4			145.9			(0.8	)

EBITDA		387.1			17.4			412.5
Depreciation and amortization		43.1			16.5			49.1

Income from operations		344.0			0.9			363.4
Interest expense, net		116.0			51.3			126.6
(Gain) loss on early extinguishment of debt		0.4			—			—
Income tax expense (benefit)		44.7			(26.9	)		69.1

Net income (loss)	$	182.9		$	(23.5	)	$	167.7

RESTAURANT BRANDS INTERNATIONAL, INC. AND SUBSIDIARIES

Non-GAAP Financial Measures

Reconciliation of EBITDA and Adjusted EBITDA to Net Income (Loss)

(Unaudited)


(in US$ millions)	Nine Months Ended September 30,
	2015		2014		2014 PF
Segment Income:
TH	$	663.3	$	—	$	607.6
BK		560.3		536.9		536.9

Adjusted EBITDA		1,223.6		536.9		1,144.5
Share-based compensation and non-cash incentive compensation expense ⁽²⁾		37.5		12.2		19.8
Acquisition accounting impact on cost of sales		0.5		—		—
TH transaction and restructuring costs ⁽³⁾		79.7		30.7		—
Impact of equity method investments ⁽⁴⁾		15.7		5.8		5.6
Other operating expenses (income), net		82.2		155.8		13.0

EBITDA		1,008.0		332.4		1,106.1
Depreciation and amortization		137.8		48.7		143.3

Income from operations		870.2		283.7		962.8
Interest expense, net		362.3		151.9		378.3
(Gain) loss on early extinguishment of debt		40.0		—		—
Income tax expense		140.7		19.8		172.1

Net income (loss)	$	327.2	$	112.0	$	412.4

RESTAURANT BRANDS INTERNATIONAL, INC. AND SUBSIDIARIES

Non-GAAP Financial Measures

Reconciliation of Net Income (Loss) to Adjusted Net Income Attributable to Common Shareholders and Adjusted Diluted EPS

(Unaudited)


(in US$ millions, except per share data)	Three Months Ended September 30,
	2015			2014			2014 PF
Net income (loss)	$	182.9		$	(23.5	)	$	167.7
Income tax expense (benefit)		44.7			(26.9	)		69.1

Income (loss) before income taxes		227.6			(50.4	)		236.8
Adjustments:
Franchise agreement amortization		6.8			5.3			7.5
Amortization of deferred financing costs and original issue discount		9.7			2.6			8.2
Interest expense and loss on extinguished debt ⁽¹⁾		3.6			—			—
Share-based compensation and non-cash incentive compensation expense ⁽²⁾		15.5			4.5			7.3
Acquisition accounting impact on cost of sales		(0.3	)		—			—
TH transaction and restructuring costs ⁽³⁾		24.3			30.7			—
Impact of equity method investments ⁽⁴⁾		4.7			(4.1	)		(4.7	)
Other operating expenses (income), net		9.4			145.9			(0.8	)

Total adjustments		73.7			184.9			17.5
Adjusted income before income taxes		301.3			134.5			254.3

Adjusted income tax expense ⁽⁵⁾		71.1			34.8			58.5

Adjusted net income		230.2			99.7			195.8

Preferred share dividends		67.5			—			67.5

Adjusted net income attributable to common shareholders	$	162.7		$	99.7		$	128.3

Adjusted diluted earnings per share	$	0.34		$	0.28		$	0.27

Diluted average shares outstanding		476.5			352.0			476.1

RESTAURANT BRANDS INTERNATIONAL, INC. AND SUBSIDIARIES

Non-GAAP Financial Measures

Reconciliation of Net Income (Loss) to Adjusted Net Income Attributable to Common Shareholders and Adjusted Diluted EPS

(Unaudited)


(in US$ millions, except per share data)	Nine Months Ended September 30,
	2015		2014		2014 PF
Net income (loss)	$	327.2	$	112.0	$	412.4
Income tax expense		140.7		19.8		172.1

Income (loss) before income taxes		467.9		131.8		584.5
Adjustments:
Franchise agreement amortization		20.5		15.9		22.1
Amortization of deferred financing costs and original issue discount		25.0		7.8		24.6
Interest expense and loss on extinguished debt ⁽¹⁾		50.0		—		—
Share-based compensation and non-cash incentive compensation expense ⁽²⁾		37.5		12.2		19.8
Acquisition accounting impact on cost of sales		0.5		—		—
TH transaction and restructuring costs ⁽³⁾		79.7		30.7		—
Impact of equity method investments ⁽⁴⁾		15.7		5.8		5.6
Other operating expenses (income), net		82.2		155.8		13.0

Total adjustments		311.1		228.2		85.1
Adjusted income before income taxes		779.0		360.0		669.6

Adjusted income tax expense ⁽⁵⁾		179.9		93.5		154.0

Adjusted net income		599.1		266.5		515.6

Preferred share dividends		203.7		—		202.5

Adjusted net income attributable to common shareholders	$	395.4	$	266.5	$	313.1

Adjusted diluted earnings per share	$	0.83	$	0.74	$	0.66

Diluted average shares outstanding		476.4		359.2		476.1

Non-GAAP Financial Measures

Footnotes to Reconciliation Tables

(1)

Represents (gain) loss on early extinguishment of debt, $3.2 million and $8.1 million of non-cash interest expense for the three and nine months ended September 30, 2015, respectively, related to losses reclassified from accumulated other comprehensive income (loss) into interest expense in connection with interest rate swaps settled in May 2015 and $1.9 million of incremental interest expense for the nine months ended September 30, 2015 related to the redemption of the Tim Hortons Notes and the March 2015 mandatory prepayment of our term loan.

(2)

Represents share-based compensation expense associated with employee stock options for the periods indicated; also includes the portion of annual non-cash incentive compensation that eligible employees elected to receive or are expected to elect to receive as common equity in lieu of their 2014 and 2015 cash bonus, respectively.

(3)

In connection with the Transactions, we incurred certain non-recurring financing, legal and advisory fees. We also incurred non-recurring costs to realign our global structure to better accommodate the needs of the combined business and support successful global growth. In addition, after consummation of the Transactions, we implemented a restructuring plan that resulted in work force reductions throughout our TH business and as a result incurred incremental costs. The restructuring is part of our on-going cost reduction efforts with the goal of driving efficiencies and creating fiscal resources that will be reinvested into our TH business. The non-recurring general and administrative expenses include financing, legal and advisory fees, severance benefits and other compensation costs, and training expenses. Lastly, in connection with issuing $1,250.0 million of 4.625% first lien senior secured notes due January 15, 2022 and entering into a first amendment to our credit agreement in May 2015, we incurred non-recurring financing, legal and advisory fees. We expect to incur additional general and administrative expenses during the remainder of 2015 associated with these 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 are included in segment income.

(5)	Adjusted income tax expense for the periods ended September 30, 2015 and 2014, respectively, is calculated using RBI’s statutory tax rate in the jurisdiction in which the costs were incurred.