10-Q

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 June 30, 2023

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

For the transition period from                      to                     

Commission file number: 001-36787

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in its Charter)

Canada	98-1206431
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

130 King Street West, Suite 300		M5X 1E1
Toronto,	Ontario
(Address of Principal Executive Offices)		(Zip Code)

(905) 339-6011

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class	Trading Symbols	Name of each exchange on which registered
Class B exchangeable limited partnership units	QSP	Toronto Stock Exchange

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

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

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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

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

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

As of August 1, 2023, there were 140,758,781 Class B exchangeable limited partnership units and 202,006,067 Class A common units outstanding.

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

TABLE OF CONTENTS

		Page
PART I – Financial Information
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 4.	Controls and Procedures	50
PART II – Other Information
Item 1.	Legal Proceedings	51
Item 5.	Other Information	51
Item 6.	Exhibits	52
	Signatures	53

3

PART I — Financial Information

Item 1. Financial Statements

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

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

(Unaudited)

	As of
	June 30, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	1,213	$	1,178
Accounts and notes receivable, net of allowance of $37 and $36, respectively	639		614
Inventories, net	171		133
Prepaids and other current assets	167		123
Total current assets	2,190		2,048
Property and equipment, net of accumulated depreciation and amortization of $1,132 and $1,061, respectively	1,957		1,950
Operating lease assets, net	1,094		1,082
Intangible assets, net	11,120		10,991
Goodwill	5,772		5,688
Other assets, net	1,000		987
Total assets	$	23,133	$	22,746
LIABILITIES AND EQUITY
Current liabilities:
Accounts and drafts payable	$	735	$	758
Other accrued liabilities	975		1,001
Gift card liability	174		230
Current portion of long-term debt and finance leases	132		127
Total current liabilities	2,016		2,116
Long-term debt, net of current portion	12,801		12,839
Finance leases, net of current portion	315		311
Operating lease liabilities, net of current portion	1,036		1,027
Other liabilities, net	960		872
Deferred income taxes, net	1,327		1,313
Total liabilities	18,455		18,478
Partners’ capital:
Class A common units; 202,006,067 issued and outstanding at June 30, 2023 and December 31, 2022	9,107		8,735
Partnership exchangeable units; 140,758,781 issued and outstanding at June 30, 2023; 142,996,640 issued and outstanding at December 31, 2022	(3,592)		(3,496)
Accumulated other comprehensive income (loss)	(839)		(973)
Total Partners’ capital	4,676		4,266
Noncontrolling interests	2		2
Total equity	4,678		4,268
Total liabilities and equity	$	23,133	$	22,746

See accompanying notes to condensed consolidated financial statements.

4

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

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

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues:
Sales	$	744	$	708	$	1,412	$	1,317
Franchise and property revenues	742		676		1,410		1,291
Advertising revenues and other services	289		255		543		482
Total revenues	1,775		1,639		3,365		3,090
Operating costs and expenses:
Cost of sales	612		584		1,162		1,078
Franchise and property expenses	130		125		253		255
Advertising expenses and other services	312		259		583		506
General and administrative expenses	163		146		338		279
(Income) loss from equity method investments	11		9		18		22
Other operating expenses (income), net	(7)		(25)		10		(41)
Total operating costs and expenses	1,221		1,098		2,364		2,099
Income from operations	554		541		1,001		991
Interest expense, net	145		129		287		256
Income before income taxes	409		412		714		735
Income tax expense	58		66		86		119
Net income	351		346		628		616
Net income attributable to noncontrolling interests	1		1		2		2
Net income attributable to common unitholders	$	350	$	345	$	626	$	614
Earnings per unit - basic and diluted
Class A common units	$	1.19	$	1.17	$	2.13	$	2.07
Partnership exchangeable units	$	0.77	$	0.77	$	1.39	$	1.36
Weighted average units outstanding - basic and diluted (in millions):
Class A common units	202		202		202		202
Partnership exchangeable units	141		143		142		144

See accompanying notes to condensed consolidated financial statements.

5

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In millions of U.S. dollars)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income	$	351	$	346	$	628	$	616
Foreign currency translation adjustment	194		(345)		234		(288)
Net change in fair value of net investment hedges, net of tax of $4, $(38), $8 and $(13)	(84)		226		(115)		191
Net change in fair value of cash flow hedges, net of tax of $(31), $(30), $(16) and $(90)	86		83		43		244
Amounts reclassified to earnings of cash flow hedges, net of tax of $6, $(6), $11 and $(13)	(17)		16		(30)		37
Gain (loss) recognized on other, net of tax of $0, $0, $0 and $0	2		1		2		2
Other comprehensive income (loss)	181		(19)		134		186
Comprehensive income (loss)	532		327		762		802
Comprehensive income (loss) attributable to noncontrolling interests	1		1		2		2
Comprehensive income (loss) attributable to common unitholders	$	531	$	326	$	760	$	800

See accompanying notes to condensed consolidated financial statements.

6

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidated Statement of Equity

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

(Unaudited)

	Class A Common Units			Partnership Exchangeable Units			Accumulated  Other Comprehensive Income (Loss)		Noncontrolling Interest		Total
	Units	Amount		Units	Amount
Balances at December 31, 2022	202,006,067	$	8,735	142,996,640	$	(3,496)	$	(973)	$	2	$	4,268
Distributions declared on Class A common units ($0.85 per unit)	—	(171)		—	—		—		—		(171)
Distributions declared on partnership exchangeable units ($0.55 per unit)	—	—		—	(77)		—		—		(77)
Exchange of Partnership exchangeable units for RBI common shares	—	136		(2,214,072)	(136)		—		—		—
Capital contribution from RBI	—	62		—	—		—		—		62
Restaurant VIE contributions (distributions)	—	—		—	—		—		(1)		(1)
Net income	—	189		—	87		—		1		277
Other comprehensive income (loss)	—	—		—	—		(47)		—		(47)
Balances at March 31, 2023	202,006,067	$	8,951	140,782,568	$	(3,622)	$	(1,020)	$	2	$	4,311
Distributions declared on Class A common units ($0.85 per unit)	—	(172)		—	—		—		—		(172)
Distributions declared on partnership exchangeable units ($0.55 per unit)	—	—		—	(77)		—		—		(77)
Exchange of Partnership exchangeable units for RBI common shares	—	2		(23,787)	(2)		—		—		—
Capital contribution from RBI	—	85		—	—		—		—		85
Restaurant VIE contributions (distributions)	—	—		—	—		—		(1)		(1)
Net income	—	241		—	109		—		1		351
Other comprehensive income (loss)	—	—		—	—		181		—		181
Balances at June 30, 2023	202,006,067	$	9,107	140,758,781	$	(3,592)	$	(839)	$	2	$	4,678

See accompanying notes to condensed consolidated financial statements.

7

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidated Statement of Equity

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

(Unaudited)

	Class A Common Units			Partnership Exchangeable Units			Accumulated  Other Comprehensive Income (Loss)		Noncontrolling Interest		Total
	Units	Amount		Units	Amount
Balances at December 31, 2021	202,006,067	$	8,421	144,993,458	$	(3,547)	$	(1,024)	$	3	$	3,853
Distributions declared on Class A common units ($0.83 per unit)	—	(167)		—	—		—		—		(167)
Distributions declared on partnership exchangeable units ($0.54 per unit)	—	—		—	(78)		—		—		(78)
Exchange of Partnership exchangeable units for RBI common shares	—	84		(1,525,900)	(84)		—		—		—
Distribution to RBI for repurchase of RBI common shares	—	(161)		—	—		—		—		(161)
Capital contribution from RBI	—	40		—	—		—		—		40
Restaurant VIE contributions (distributions)	—	—		—	—		—		(1)		(1)
Net income	—	183		—	86		—		1		270
Other comprehensive income (loss)	—	—		—	—		205		—		205
Balances at March 31, 2022	202,006,067	$	8,400	143,467,558	$	(3,623)	$	(819)	$	3	$	3,961
Distributions declared on Class A common units ($0.82 per unit)	—	(166)		—	—		—		—		(166)
Distributions declared on partnership exchangeable units ($0.54 per unit)	—	—		—	(77)		—		—		(77)
Exchange of Partnership exchangeable units for RBI common shares	—	8		(151,154)	(8)		—		—		—
Distribution to RBI for repurchase of RBI common shares	—	(165)		—	—		—		—		(165)
Capital contribution from RBI	—	30		—	—		—		—		30
Restaurant VIE contributions (distributions)	—	—		—	—		—		(1)		(1)
Net income	—	236		—	109		—		1		346
Other comprehensive income (loss)	—	—		—	—		(19)		—		(19)
Balances at June 30, 2022	202,006,067	$	8,343	143,316,404	$	(3,599)	$	(838)	$	3	$	3,909

See accompanying notes to condensed consolidated financial statements.

8

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In millions of U.S. dollars)

(Unaudited)

	Six Months Ended June 30,
	2023		2022
Cash flows from operating activities:
Net income	$	628	$	616
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	95		97
Amortization of deferred financing costs and debt issuance discount	14		14
(Income) loss from equity method investments	18		22
(Gain) loss on remeasurement of foreign denominated transactions	7		(52)
Net (gains) losses on derivatives	(72)		27
Share-based compensation and non-cash incentive compensation expense	92		59
Deferred income taxes	(40)		—
Other	(6)		2
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	(29)		4
Inventories and prepaids and other current assets	(45)		(27)
Accounts and drafts payable	(31)		99
Other accrued liabilities and gift card liability	(135)		(199)
Tenant inducements paid to franchisees	(9)		(6)
Other long-term assets and liabilities	—		13
Net cash provided by operating activities	487		669
Cash flows from investing activities:
Payments for property and equipment	(48)		(28)
Net proceeds from disposal of assets, restaurant closures, and refranchisings	13		10
Net payments in connection with purchase of Firehouse Subs	—		(12)
Settlement/sale of derivatives, net	28		9
Other investing activities, net	(1)		(25)
Net cash (used for) provided by investing activities	(8)		(46)
Cash flows from financing activities:
Proceeds from long-term debt	2		2
Repayments of long-term debt and finance leases	(68)		(47)
Distributions on Class A common and Partnership exchangeable units	(492)		(485)
Distribution to RBI for repurchase of RBI common shares	—		(326)
Capital contribution from RBI	49		4
(Payments) proceeds from derivatives	63		(6)
Other financing activities, net	(2)		(2)
Net cash (used for) provided by financing activities	(448)		(860)
Effect of exchange rates on cash and cash equivalents	4		(12)
Increase (decrease) in cash and cash equivalents	35		(249)
Cash and cash equivalents at beginning of period	1,178		1,087
Cash and cash equivalents at end of period	$	1,213	$	838
Supplemental cash flow disclosures:
Interest paid	$	380	$	209
Income taxes paid	$	146	$	120

See accompanying notes to condensed consolidated financial statements.

9

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Description of Business and Organization

Restaurant Brands International Limited Partnership (“Partnership”, “we”, “us” or “our”) is a Canadian limited partnership. We franchise and operate quick service restaurants serving premium coffee and other beverage and food products under the Tim Hortons® brand (“Tim Hortons” or “TH”), fast food hamburgers principally under the Burger King® brand (“Burger King” or “BK”), chicken principally under the Popeyes® brand (“Popeyes” or “PLK”) and sandwiches under the Firehouse Subs® brand (“Firehouse” or “FHS”). We are one of the world’s largest quick service restaurant, or QSR, companies as measured by total number of restaurants. As of June 30, 2023, we franchised or owned 5,662 Tim Hortons restaurants, 18,935 Burger King restaurants, 4,269 Popeyes restaurants and 1,259 Firehouse Subs restaurants, for a total of 30,125 restaurants, and operate in more than 100 countries. Approximately 100% of current system-wide restaurants are franchised.

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

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

Note 2. Basis of Presentation and Consolidation

We have prepared the accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. Therefore, the Financial Statements should be read in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K filed with the SEC and Canadian securities regulatory authorities on February 22, 2023.

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

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

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

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

10

Supplier Finance Programs

Our TH business includes individually negotiated contracts with suppliers, which include payment terms that range up to 120 days. A global financial institution offers a voluntary supply chain finance (“SCF”) program to certain TH vendors, which provides suppliers that elect to participate with the ability to elect early payment, which is discounted based on the payment terms and a rate based on RBI's credit rating, which may be beneficial to the vendor. Participation in the SCF program is at the sole discretion of the suppliers and financial institution and we are not a party to the arrangements between the suppliers and the financial institution. Our obligations to suppliers are not affected by the suppliers’ decisions to participate in the SCF program and our payment terms remain the same based on the original supplier invoicing terms and conditions. No guarantees are provided by us or any of our subsidiaries in connection with the SCF Program.

Our confirmed outstanding obligations under the SCF program at June 30, 2023 and December 31, 2022 totaled $36 million and $47 million, respectively, and are classified as Accounts and drafts payable in our condensed consolidated balance sheets. All activity related to the obligations is classified as Cost of sales in our condensed consolidated statements of operations and presented within cash flows from operating activities in our condensed consolidated statements of cash flows.

Note 3. New Accounting Pronouncements

Accounting Relief for the Transition Away from LIBOR and Certain other Reference Rates – In March 2020 and as clarified in January 2021 and December 2022, the Financial Accounting Standards Board (“FASB”) issued guidance which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This amendment is effective as of March 12, 2020 through December 31, 2024. The expedients and exceptions provided by this new guidance do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2024, except for hedging relationships existing as of December 31, 2024, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationships. During 2021, we adopted certain of the expedients as it relates to hedge accounting as certain of our debt agreements and hedging relationships bear interest at variable rates, primarily U.S. dollar LIBOR. Additionally, following the discontinuance of the U.S. dollar LIBOR after June 30, 2023, the Financial Conduct Authority (“FCA”) has decided to require the publication of a U.S. dollar LIBOR using a synthetic methodology (“synthetic U.S. dollar LIBOR”) until September 30, 2024. We expect to use the synthetic U.S. dollar LIBOR for the Eurocurrency rate under our Term Loan B facility during that period. The adoption of and future elections under this new guidance did not and are not expected to have a material impact on our Financial Statements. We will continue to monitor the discontinuance of LIBOR on our debt agreements and hedging relationships.

Liabilities—Supplier Finance Programs – In September 2022, the FASB issued guidance that requires buyers in a supplier finance program to disclose sufficient information about the program to allow investors to understand the program's nature, activity during the period, changes from period to period, and potential magnitude. These disclosures would include the key terms of the program, as well as the obligation amount that the buyer has confirmed as valid to the third party that is outstanding at the end of the reporting period, a rollforward of that amount, and a description of where that amount is presented in the balance sheet. This amendment is effective in 2023, except for the amendment on rollforward information which is effective in 2024, with early adoption permitted. This guidance should be applied retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively. During the first quarter of 2023, we adopted this guidance and added necessary disclosures upon adoption as disclosed in Note 2, Basis of Presentation and Consolidation.

11

Note 4. Leases

Property revenues consist primarily of lease income from operating leases and earned income on direct financing leases and sales-type leases with franchisees as follows (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Lease income - operating leases
Minimum lease payments	$	97	$	101	$	195	$	214
Variable lease payments	119		106		215		179
Amortization of favorable and unfavorable income lease contracts, net	1		1		1		1
Subtotal - lease income from operating leases	217		208		411		394
Earned income on direct financing and sales-type leases	3		1		5		3
Total property revenues	$	220	$	209	$	416	$	397

Note 5. Revenue Recognition

Contract Liabilities

Contract liabilities consist of deferred revenue resulting from initial and renewal franchise fees paid by franchisees, as well as upfront fees paid by master franchisees, which are generally recognized on a straight-line basis over the term of the underlying agreement. We may recognize unamortized franchise fees and upfront fees when a contract with a franchisee or master franchisee is modified and is accounted for as a termination of the existing contract. We classify these contract liabilities as Other liabilities, net in our condensed consolidated balance sheets. The following table reflects the change in contract liabilities on a consolidated basis between December 31, 2022 and June 30, 2023 (in millions):

Contract Liabilities
Balance at December 31, 2022	$	540
Recognized during period and included in the contract liability balance at the beginning of the year	(30)
Increase, excluding amounts recognized as revenue during the period	24
Impact of foreign currency translation	4
Balance at June 30, 2023	$	538

The following table illustrates estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) on a consolidated basis as of June 30, 2023 (in millions):

Contract liabilities expected to be recognized in
Remainder of 2023	$	27
2024	52
2025	49
2026	46
2027	43
Thereafter	321
Total	$	538

12

Disaggregation of Total Revenues

The following tables disaggregate revenue by segment (in millions):

	Three months ended June 30, 2023
	TH		BK		PLK		FHS		Total
Sales	$	688	$	24	$	22	$	10	$	744
Royalties	90		302		81		18		491
Property revenues	158		58		4		—		220
Franchise fees and other revenue	7		13		5		6		31
Advertising revenues and other services	73		132		70		14		289
Total revenues	$	1,016	$	529	$	182	$	48	$	1,775

	Six months ended June 30, 2023
	TH		BK		PLK		FHS		Total
Sales	$	1,306	$	43	$	43	$	20	$	1,412
Royalties	167		575		156		35		933
Property revenues	295		114		7		—		416
Franchise fees and other revenue	13		28		8		12		61
Advertising revenues and other services	135		253		136		19		543
Total revenues	$	1,916	$	1,013	$	350	$	86	$	3,365

	Three months ended June 30, 2022
	TH		BK		PLK		FHS		Total
Sales	$	661	$	17	$	20	$	10	$	708
Royalties	83		266		72		17		438
Property revenues	149		57		3		—		209
Franchise fees and other revenue	6		12		6		5		29
Advertising revenues and other services	69		121		64		1		255
Total revenues	$	968	$	473	$	165	$	33	$	1,639

	Six months ended June 30, 2022
	TH		BK		PLK		FHS		Total
Sales	$	1,227	$	33	$	37	$	20	$	1,317
Royalties	152		517		139		33		841
Property revenues	279		112		6		—		397
Franchise fees and other revenue	13		24		7		9		53
Advertising revenues and other services	126		230		124		2		482
Total revenues	$	1,797	$	916	$	313	$	64	$	3,090

13

Note 6. Earnings per Unit

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

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

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Allocation of net income among partner interests:
Net income allocated to Class A common unitholders	$	241	$	236	$	430	$	419
Net income allocated to Partnership exchangeable unitholders	109		109		196		195
Net income attributable to common unitholders	$	350	$	345	$	626	$	614
Denominator - basic and diluted partnership units:
Weighted average Class A common units	202		202		202		202
Weighted average Partnership exchangeable units	141		143		142		144
Earnings per unit - basic and diluted:
Class A common units (a)	$	1.19	$	1.17	$	2.13	$	2.07
Partnership exchangeable units (a)	$	0.77	$	0.77	$	1.39	$	1.36

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

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Note 7. Intangible Assets, net and Goodwill

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

	As of
	June 30, 2023						December 31, 2022
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Identifiable assets subject to amortization:
Franchise agreements	$	727	$	(331)	$	396	$	720	$	(313)	$	407
Favorable leases	87		(57)		30		90		(57)		33
Subtotal	814		(388)		426		810		(370)		440
Indefinite-lived intangible assets:
Tim Hortons brand	$	6,424	$	—	$	6,424	$	6,292	$	—	$	6,292
Burger King brand	2,099		—		2,099		2,088		—		2,088
Popeyes brand	1,355		—		1,355		1,355		—		1,355
Firehouse Subs brand	816		—		816		816		—		816
Subtotal	10,694		—		10,694		10,551		—		10,551
Intangible assets, net					$	11,120					$	10,991
Goodwill:
Tim Hortons segment	$	4,140					$	4,059
Burger King segment	593						590
Popeyes segment	846						846
Firehouse Subs segment	193						193
Total	$	5,772					$	5,688

Amortization expense on intangible assets totaled $10 million for the three months ended June 30, 2023 and 2022. Amortization expense on intangible assets totaled $19 million and $20 million for the six months ended June 30, 2023 and 2022, respectively. The change in brands and goodwill balances during the six months ended June 30, 2023 was due to the impact of foreign currency translation.

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Note 8. Equity Method Investments

The aggregate carrying amounts of our equity method investments were $140 million and $167 million as of June 30, 2023 and December 31, 2022, respectively, and are included as a component of Other assets, net in our accompanying condensed consolidated balance sheets.

Except for the following equity method investments, no quoted market prices are available for our other equity method investments. The aggregate market value of our 14.8% equity interest in Carrols Restaurant Group, Inc. based on the quoted market price on June 30, 2023 was approximately $47 million. The aggregate market value of our 9.4% equity interest in BK Brasil Operação e Assessoria a Restaurantes S.A. based on the quoted market price on June 30, 2023 was approximately $24 million. The aggregate market value of our 4.2% equity interest in TH International Limited based on the quoted market price on June 30, 2023 was approximately $20 million.

We have equity interests in entities that own or franchise Tim Hortons, Burger King and Popeyes restaurants. Sales, 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 June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues from affiliates:
Royalties	$	103	$	86	$	195	$	174
Advertising revenues and other services	20		18		38		34
Property revenues	9		8		18		15
Franchise fees and other revenue	4		5		9		9
Sales	6		4		10		8
Total	$	142	$	121	$	270	$	240

At June 30, 2023 and December 31, 2022, we had $54 million and $42 million, respectively, of accounts receivable, net from our equity method investments which were recorded in Accounts and notes receivable, net in our condensed consolidated balance sheets.

With respect to our 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 $3 million and $2 million during the three months ended June 30, 2023 and 2022, respectively. Distributions received from this joint venture were $6 million and $5 million during the six months ended June 30, 2023 and 2022, respectively.

Associated with the TIMWEN Partnership, we recognized $6 million and $5 million of rent expense during the three months ended June 30, 2023 and 2022, respectively, and $10 million and $9 million of rent expense during the six months ended June 30, 2023 and 2022, respectively.

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

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Note 9. Other Accrued Liabilities and Other Liabilities, net

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

	As of
	June 30, 2023		December 31, 2022
Current:
Distribution payable	$	249	$	243
Interest payable	64		89
Accrued compensation and benefits	84		124
Taxes payable	204		190
Deferred income	77		43
Accrued advertising expenses	50		37
Restructuring and other provisions	22		29
Current portion of operating lease liabilities	141		137
Other	84		109
Other accrued liabilities	$	975	$	1,001
Noncurrent:
Taxes payable	$	143	$	139
Contract liabilities	538		540
Derivatives liabilities	116		34
Unfavorable leases	47		50
Accrued pension	41		40
Deferred income	51		44
Other	24		25
Other liabilities, net	$	960	$	872

Note 10. Long-Term Debt

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

	As of
	June 30, 2023		December 31, 2022
Term Loan B	$	5,163	$	5,190
Term Loan A	1,234		1,250
3.875% First Lien Senior Notes due 2028	1,550		1,550
3.50% First Lien Senior Notes due 2029	750		750
5.75% First Lien Senior Notes due 2025	500		500
4.375% Second Lien Senior Notes due 2028	750		750
4.00% Second Lien Senior Notes due 2030	2,900		2,900
TH Facility and other	152		155
Less: unamortized deferred financing costs and deferred issue discount	(98)		(111)
Total debt, net	12,901		12,934
Less: current maturities of debt	(100)		(95)
Total long-term debt	$	12,801	$	12,839

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Credit Facilities

Following the discontinuance of the U.S. dollar LIBOR after June 30, 2023, the FCA has decided to require the publication of a synthetic U.S. dollar LIBOR until September 30, 2024. We expect to use the synthetic U.S. dollar LIBOR for the Eurocurrency rate under our Term Loan B facility during that period.

Revolving Credit Facility

As of June 30, 2023, we had no amounts outstanding under our senior secured revolving credit facility (the “Revolving Credit Facility”), had $2 million of letters of credit issued against the Revolving Credit Facility, and our borrowing availability under our Revolving Credit Facility was $998 million. Funds available under the Revolving Credit Facility may be used to repay other debt, finance debt or RBI share repurchases or repurchases of Class B exchangeable limited partnership units, fund acquisitions or capital expenditures and for other general corporate purposes. We have a $125 million letter of credit sublimit as part of the Revolving Credit Facility, which reduces our borrowing availability thereunder by the cumulative amount of outstanding letters of credit.

TH Facility

One of our subsidiaries entered into a non-revolving delayed drawdown term credit facility in a total aggregate principal amount of C$225 million with a maturity date of October 4, 2025 (the “TH Facility”). The interest rate applicable to the TH Facility is the Canadian Bankers’ Acceptance rate plus an applicable margin equal to 1.40% or the Prime Rate plus an applicable margin equal to 0.40%, at our option. Obligations under the TH Facility are guaranteed by four of our subsidiaries, and amounts borrowed under the TH Facility are secured by certain parcels of real estate. As of June 30, 2023, we had approximately C$190 million outstanding under the TH Facility with a weighted average interest rate of 6.62%.

Restrictions and Covenants

As of June 30, 2023, we were in compliance with all applicable financial debt covenants under our senior secured term loan facilities and Revolving Credit Facility (together the "Credit Facilities"), the TH Facility, and the indentures governing our Senior Notes.

Fair Value Measurement

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

	As of
	June 30, 2023		December 31, 2022
Fair value of our variable term debt and senior notes	$	12,053	$	11,885
Principal carrying amount of our variable term debt and senior notes	12,847		12,890

Interest Expense, net

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Debt (a)	$	142	$	118	$	280	$	233
Finance lease obligations	5		5		9		10
Amortization of deferred financing costs and debt issuance discount	7		7		14		14
Interest income	(9)		(1)		(16)		(1)
Interest expense, net	$	145	$	129	$	287	$	256

(a)Amount includes $16 million and $12 million benefit during the three months ended June 30, 2023 and 2022, respectively, and $31 million and $23 million benefit during the six months ended June 30, 2023 and 2022, respectively, related to the quarterly net settlements of our cross-currency rate swaps and amortization of the Excluded Component as defined in Note 13, Derivative Instruments.

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Note 11. Income Taxes

Our effective tax rate was 14.3% and 12.1% for the three and six months ended June 30, 2023, respectively. The effective tax rate during these periods reflect the mix of income from multiple tax jurisdictions, the impact of internal financing arrangements and favorable structural changes implemented in 2022.

Our effective tax rate was 15.9% and 16.2% for the three and six months ended June 30, 2022, respectively. The effective tax rate during these periods reflect the mix of income from multiple tax jurisdictions, the impact of internal financing arrangements and favorable structural changes implemented in 2022.

Note 12. Equity

During the six months ended June 30, 2023, Partnership exchanged 2,237,859 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 issuances of shares were accounted for as capital contributions by RBI to Partnership. The exchanges of Partnership exchangeable units were recorded as increases to the Class A common units balance within partners’ capital in our consolidated balance sheet in an amount equal to the market value of the newly issued RBI common shares and a reduction to the Partnership exchangeable units balance within partners’ capital of our consolidated balance sheet in an amount equal to the cash paid by Partnership, if any, and the market value of the newly issued RBI common shares. Pursuant to the terms of the partnership agreement, upon the exchange of Partnership exchangeable units, each such Partnership exchangeable unit is automatically deemed cancelled concurrently with the exchange.

Accumulated Other Comprehensive Income (Loss)

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

	Derivatives		Pensions		Foreign Currency Translation		Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2022	$	944	$	(24)	$	(1,893)	$	(973)
Foreign currency translation adjustment	—		—		234		234
Net change in fair value of derivatives, net of tax	(72)		—		—		(72)
Amounts reclassified to earnings of cash flow hedges, net of tax	(30)		—		—		(30)
Gain (loss) recognized on other, net of tax	—		2		—		2
Balance at June 30, 2023	$	842	$	(22)	$	(1,659)	$	(839)

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 and derivatives designated as net investment hedges. We use derivatives to manage our exposure to fluctuations in interest rates and currency exchange rates.

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Interest Rate Swaps

At June 30, 2023, we had outstanding receive-variable, pay-fixed interest rate swaps with a total notional value of $3,500 million to hedge the variability in the interest payments on a portion of our senior secured term loan facilities (the “Term Loan Facilities”), including any subsequent refinancing or replacement of the Term Loan Facilities, beginning August 31, 2021 through the termination date of October 31, 2028. Additionally, at June 30, 2023, we also had outstanding receive-variable, pay-fixed interest rate swaps with a total notional value of $500 million to hedge the variability in the interest payments on a portion of our Term Loan Facilities effective September 30, 2019 through the termination date of September 30, 2026. Following the discontinuance of the U.S. dollar LIBOR after June 30, 2023, the interest rate on all these interest rate swaps transitioned from LIBOR to SOFR, with no impact to hedge effectiveness and no change in accounting treatment as a result of applicable accounting relief guidance for the transition away from LIBOR. At inception, all of these interest rate swaps were designated as cash flow hedges for hedge accounting. The unrealized changes in market value are recorded in AOCI, net of tax, and reclassified into interest expense during the period in which the hedged forecasted transaction affects earnings. The net amount of pre-tax gains in connection with these net unrealized gains in AOCI as of June 30, 2023 that we expect to be reclassified into interest expense within the next 12 months is $117 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 June 30, 2023, we had outstanding cross-currency rate swap contracts between the Canadian dollar and U.S. dollar and the Euro and U.S. dollar that have been designated as net investment hedges of a portion of our equity in foreign operations in those currencies. The component of the gains and losses on our net investment in these designated foreign operations driven by changes in foreign exchange rates are economically partly offset by movements in the fair value of our cross-currency swap contracts. The fair value of the swaps is calculated each period with changes in fair value reported in AOCI, net of tax. Such amounts will remain in AOCI until the complete or substantially complete liquidation of our investment in the underlying foreign operations.

At June 30, 2023, we had outstanding cross-currency rate swaps that we entered into during 2022 to partially hedge the net investment in our Canadian subsidiaries. At inception, these cross-currency rate swaps were designated as a hedge and are accounted for as net investment hedges. These swaps are contracts in which we receive quarterly fixed-rate interest payments on the U.S. dollar notional amount of $5,000 million through the maturity date of September 30, 2028.

At June 30, 2023, we had outstanding cross-currency rate swaps in which we pay quarterly fixed-rate interest payments on the Euro notional value of €1,108 million and receive quarterly fixed-rate interest payments on the U.S. dollar notional value of $1,200 million. At inception, these cross-currency rate swaps were designated as a hedge and are accounted for as a net investment hedge. During 2018, we extended the term of the swaps from March 31, 2021 to the maturity date of February 17, 2024. The extension of the term resulted in a re-designation of the hedge and the swaps continue to be accounted for as a net investment hedge. Additionally, at June 30, 2023, we also had outstanding cross-currency rate swaps in which we receive quarterly fixed-rate interest payments on the U.S. dollar notional value of $400 million, entered during 2018, and $500 million, entered during 2019, through the maturity date of February 17, 2024 and $150 million, entered during 2021, through the maturity date of October 31, 2028. At inception, these cross-currency rate swaps were designated as a hedge and are accounted for as a net investment hedge.

In connection with the cross-currency rate swaps hedging Canadian dollar and Euro net investments, we utilize the spot method to exclude the interest component (the “Excluded Component”) from the accounting hedge without affecting net investment hedge accounting and amortize the Excluded Component over the life of the derivative instrument. The amortization of the Excluded Component is recognized in Interest expense, net in the condensed consolidated statement of operations. The change in fair value that is not related to the Excluded Component is recorded in AOCI and will be reclassified to earnings when the foreign subsidiaries are sold or substantially liquidated.

Foreign Currency Exchange Contracts

We use foreign exchange derivative instruments to manage the impact of foreign exchange fluctuations on U.S. dollar purchases and payments, such as coffee purchases made by our Canadian Tim Hortons operations. At June 30, 2023, 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 $203 million with maturities to August 2024. We have designated these instruments as cash flow hedges, and as such, the unrealized changes in market value of effective hedges are recorded in AOCI and are reclassified into earnings during the period in which the hedged forecasted transaction affects earnings.

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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 or (Loss) Recognized in Other Comprehensive Income (Loss)
	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Derivatives designated as cash flow hedges(1)
Interest rate swaps	$	120	$	107	$	63	$	330
Forward-currency contracts	$	(3)	$	6	$	(4)	$	4
Derivatives designated as net investment hedges
Cross-currency rate swaps	$	(88)	$	264	$	(123)	$	204

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

	Location of Gain or (Loss) Reclassified from AOCI into Earnings	Gain or (Loss) Reclassified from AOCI into Earnings
		Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022		2023		2022
Derivatives designated as cash flow hedges
Interest rate swaps	Interest expense, net	$	20	$	(23)	$	35	$	(52)
Forward-currency contracts	Cost of sales	$	3	$	1	$	6	$	2
	Location of Gain or (Loss) Recognized in Earnings	Gain or (Loss) Recognized in Earnings (Amount Excluded from Effectiveness Testing)
		Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022		2023		2022
Derivatives designated as net investment hedges
Cross-currency rate swaps	Interest expense, net	$	16	$	12	$	31	$	23

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	Fair Value as of
	June 30, 2023		December 31, 2022		Balance Sheet Location
Assets:
Derivatives designated as cash flow hedges
Interest rate	$	283	$	280	Other assets, net
Foreign currency	1		7		Prepaids and other current assets
Derivatives designated as net investment hedges
Foreign currency	42		78		Other assets, net
Total assets at fair value	$	326	$	365
Liabilities:
Derivatives designated as cash flow hedges
Foreign currency	$	3	$	—	Other accrued liabilities
Derivatives designated as net investment hedges
Foreign currency	116		34		Other liabilities, net
Total liabilities at fair value	$	119	$	34

Note 14. Other Operating Expenses (Income), net

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net losses (gains) on disposal of assets, restaurant closures, and refranchisings	$	(9)	$	(1)	$	(11)	$	1
Litigation settlements (gains) and reserves, net	(3)		2		(2)		3
Net losses (gains) on foreign exchange	(1)		(31)		7		(52)
Other, net	6		5		16		7
Other operating expenses (income), net	$	(7)	$	(25)	$	10	$	(41)

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, primarily those denominated in Euros and Canadian dollars.

Other, net for 2023 is primarily related to payments in connection with FHS area representative buyouts.

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Note 15. Commitments and Contingencies

Litigation

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

On October 5, 2018, a class action complaint was filed against Burger King Worldwide, Inc. (“BKW”) and Burger King Company, successor in interest, (“BKC”) in the U.S. District Court for the Southern District of Florida by Jarvis Arrington, individually and on behalf of all others similarly situated. On October 18, 2018, a second class action complaint was filed against RBI, BKW and BKC in the U.S. District Court for the Southern District of Florida by Monique Michel, individually and on behalf of all others similarly situated. On October 31, 2018, a third class action complaint was filed against BKC and BKW in the U.S. District Court for the Southern District of Florida by Geneva Blanchard and Tiffany Miller, individually and on behalf of all others similarly situated. On November 2, 2018, a fourth class action complaint was filed against RBI, BKW and BKC in the U.S. District Court for the Southern District of Florida by Sandra Munster, individually and on behalf of all others similarly situated. These complaints have been consolidated and allege that the defendants violated Section 1 of the Sherman Act by incorporating an employee no-solicitation and no-hiring clause in the standard form franchise agreement all Burger King franchisees are required to sign. Each plaintiff seeks injunctive relief and damages for himself or herself and other members of the class. On March 24, 2020, the Court granted BKC’s motion to dismiss for failure to state a claim and on April 20, 2020 the plaintiffs filed a motion for leave to amend their complaint. On April 27, 2020, BKC filed a motion opposing the motion for leave to amend. The court denied the plaintiffs motion for leave to amend their complaint in August 2020 and the plaintiffs appealed this ruling. In August 2022, the federal appellate court reversed the lower court's decision to dismiss the case and remanded the case to the lower court for further proceedings. While we currently believe these claims are without merit, we are unable to predict the ultimate outcome of this case or estimate the range of possible loss, if any.

On October 26, 2020, City of Warwick Municipal Employees Pension Fund, a purported stockholder of RBI, individually and putatively on behalf of all other stockholders similarly situated, filed a lawsuit in the Supreme Court of the State of New York County of New York naming RBI and certain of our officers, directors and shareholders as defendants alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, as amended, in connection with certain offerings of securities by an affiliate in August and September 2019. The complaint alleges that the shelf registration statement used in connection with such offering contained certain false and/or misleading statements or omissions. The complaint seeks, among other relief, class certification of the lawsuit, unspecified compensatory damages, rescission, pre-judgement and post-judgement interest, costs and expenses. On December 18, 2020 the plaintiffs filed an amended complaint and on February 16, 2021 RBI filed a motion to dismiss the complaint. The plaintiffs filed a brief in opposition to the motion on April 19, 2021 and RBI filed a reply in May 2021. The motion to dismiss was heard in April 2022 and the motion to dismiss was denied in May 2022. On June 6, 2022, we filed an answer to the complaint and on July 8, 2022, we filed an appeal of the denial of the motion to dismiss. On November 10, 2022, the appellate division reversed the trial court and ordered that the complaint be dismissed. Plaintiffs moved for leave to appeal to the Court of Appeals of the State of New York, which RBI opposed, and on March 21, 2023, the Court of Appeals denied leave to appeal. As that decision is now final, we do not anticipate any further proceedings in this matter.

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Note 16. Segment Reporting

As stated in Note 1, Description of Business and Organization, we manage four 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. Under the Firehouse Subs brand, we operate in the specialty subs category of the quick service segment of the restaurant industry. Our business generates revenue from the following sources: (i) sales, consisting primarily of supply chain sales, which represent sales of products, supplies and restaurant equipment to franchisees, as well as sales to retailers and sales at restaurants owned by us (“Company restaurants”); (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) advertising revenues and other services, consisting primarily of advertising fund contributions based on a percentage of sales reported by franchise restaurants. We manage each of our brands as an operating segment and each operating segment represents a reportable segment.

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues by operating segment:
TH	$	1,016	$	968	$	1,916	$	1,797
BK	529		473		1,013		916
PLK	182		165		350		313
FHS	48		33		86		64
Total revenues	$	1,775	$	1,639	$	3,365	$	3,090

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues by country (a):
Canada	$	918	$	878	$	1,727	$	1,625
United States	631		571		1,204		1,092
Other	226		190		434		373
Total revenues	$	1,775	$	1,639	$	3,365	$	3,090

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

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Our measure of segment income is Adjusted EBITDA. Adjusted EBITDA represents earnings (net income or loss) before interest expense, net, loss on early extinguishment of debt, income tax (benefit) expense, and depreciation and amortization, adjusted to exclude (i) the non-cash impact of share-based compensation and non-cash incentive compensation expense, (ii) (income) loss from equity method investments, net of cash distributions received from equity method investments, (iii) other operating expenses (income), net and, (iv) income/expenses from non-recurring projects and non-operating activities. For the periods referenced, income/expenses from non-recurring projects and non-operating activities included (i) non-recurring fees and expense incurred in connection with the acquisition of Firehouse consisting of professional fees, compensation-related expenses and integration costs (“FHS Transaction costs”); and (ii) non-operating costs from professional advisory and consulting services associated with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movements, including services related to significant tax reform legislation and regulations (“Corporate restructuring and advisory fees”).

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Segment income:
TH	$	290	$	274	$	541	$	505
BK	288		270		544		499
PLK	73		61		139		117
FHS	14		13		29		27
Adjusted EBITDA	665		618		1,253		1,148
Share-based compensation and non-cash incentive compensation expense	47		32		92		59
FHS Transaction costs	—		4		19		5
Corporate restructuring and advisory fees	7		6		12		9
Impact of equity method investments (a)	15		12		24		28
Other operating expenses (income), net	(7)		(25)		10		(41)
EBITDA	603		589		1,096		1,088
Depreciation and amortization	49		48		95		97
Income from operations	554		541		1,001		991
Interest expense, net	145		129		287		256
Income tax expense	58		66		86		119
Net income	$	351	$	346	$	628	$	616

(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.

25

Note 17. Supplemental Financial Information

1011778 B.C. Unlimited Liability Company (the “Parent Issuer”) and New Red Finance Inc. (the “Co-Issuer” and together with the Parent Issuer, the “Issuers”) entered into an amended credit agreement, as amended from time to time, that provides for obligations under the Credit Facilities. The Issuers entered into the 3.875% First Lien Senior Notes Indenture with respect to the 3.875% First Lien Senior Notes due 2028. The Issuers entered into the 3.500% First Lien Senior Notes Indenture with respect to the 3.500% First Lien Senior Notes due 2029. The Issuers entered into the 5.750% First Lien Senior Notes Indenture with respect to the 5.750% First Lien Senior Notes due 2025. The Issuers entered into the 4.375% Second Lien Senior Notes Indenture with respect to the 4.375% Second Lien Senior Notes due 2028. The Issuers entered into the 4.000% Second Lien Senior Notes Indenture with respect to the 4.000% Second Lien Senior Notes due 2030.

The agreement governing our Credit Facilities, the 3.875% First Lien Senior Notes Indenture, the 3.500% First Lien Senior Notes Indenture, the 5.750% First Lien Senior Notes Indenture, the 4.375% Second Lien Senior Notes Indenture and the 4.000% Second Lien Senior Notes Indenture allow the financial reporting obligation of the Parent Issuer to be satisfied through the reporting of Partnership’s consolidated financial information, provided that the consolidated financial information of the Parent Issuer and its restricted subsidiaries is presented on a standalone basis.

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

26

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Balance Sheets

(In millions of U.S. dollars)

As of June 30, 2023

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1,213	$	—	$	—	$	1,213
Accounts and notes receivable, net	639		—		—		639
Inventories, net	171		—		—		171
Prepaids and other current assets	167		—		—		167
Total current assets	2,190		—		—		2,190
Property and equipment, net	1,957		—		—		1,957
Operating lease assets, net	1,094		—		—		1,094
Intangible assets, net	11,120		—		—		11,120
Goodwill	5,772		—		—		5,772
Intercompany receivable	—		249		(249)		—
Investment in subsidiaries	—		4,678		(4,678)		—
Other assets, net	1,000		—		—		1,000
Total assets	$	23,133	$	4,927	$	(4,927)	$	23,133
LIABILITIES AND EQUITY
Current liabilities:
Accounts and drafts payable	$	735	$	—	$	—	$	735
Other accrued liabilities	726		249		—		975
Gift card liability	174		—		—		174
Current portion of long-term debt and finance leases	132		—		—		132
Total current liabilities	1,767		249		—		2,016
Long-term debt, net of current portion	12,801		—		—		12,801
Finance leases, net of current portion	315		—		—		315
Operating lease liabilities, net of current portion	1,036		—		—		1,036
Other liabilities, net	960		—		—		960
Payables to affiliates	249		—		(249)		—
Deferred income taxes, net	1,327		—		—		1,327
Total liabilities	18,455		249		(249)		18,455
Partners’ capital:
Class A common units	—		9,107		—		9,107
Partnership exchangeable units	—		(3,592)		—		(3,592)
Common shares	2,641		—		(2,641)		—
Retained earnings	2,874		—		(2,874)		—
Accumulated other comprehensive income (loss)	(839)		(839)		839		(839)
Total Partners' capital/shareholders' equity	4,676		4,676		(4,676)		4,676
Noncontrolling interests	2		2		(2)		2
Total equity	4,678		4,678		(4,678)		4,678
Total liabilities and equity	$	23,133	$	4,927	$	(4,927)	$	23,133

27

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Balance Sheets

(In millions of U.S. dollars)

As of December 31, 2022

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1,178	$	—	$	—	$	1,178
Accounts and notes receivable, net	614		—		—		614
Inventories, net	133		—		—		133
Prepaids and other current assets	123		—		—		123
Total current assets	2,048		—		—		2,048
Property and equipment, net	1,950		—		—		1,950
Operating lease assets. net	1,082		—		—		1,082
Intangible assets, net	10,991		—		—		10,991
Goodwill	5,688		—		—		5,688
Intercompany receivable	—		243		(243)		—
Investment in subsidiaries	—		4,268		(4,268)		—
Other assets, net	987		—		—		987
Total assets	$	22,746	$	4,511	$	(4,511)	$	22,746
LIABILITIES AND EQUITY
Current liabilities:
Accounts and drafts payable	$	758	$	—	$	—	$	758
Other accrued liabilities	758		243		—		1,001
Gift card liability	230		—		—		230
Current portion of long-term debt and finance leases	127		—		—		127
Total current liabilities	1,873		243		—		2,116
Long-term debt, net of current portion	12,839		—		—		12,839
Finance leases, net of current portion	311		—		—		311
Operating lease liabilities, net of current portion	1,027		—		—		1,027
Other liabilities, net	872		—		—		872
Payables to affiliates	243		—		(243)		—
Deferred income taxes, net	1,313		—		—		1,313
Total liabilities	18,478		243		(243)		18,478
Partners’ capital:
Class A common units	—		8,735		—		8,735
Partnership exchangeable units	—		(3,496)		—		(3,496)
Common shares	2,494		—		(2,494)		—
Retained earnings	2,745		—		(2,745)		—
Accumulated other comprehensive income (loss)	(973)		(973)		973		(973)
Total Partners' capital/shareholders' equity	4,266		4,266		(4,266)		4,266
Noncontrolling interests	2		2		(2)		2
Total equity	4,268		4,268		(4,268)		4,268
Total liabilities and equity	$	22,746	$	4,511	$	(4,511)	$	22,746

28

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Three Months Ended June 30, 2023

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:
Sales	$	744	$	—	$	—	$	744
Franchise and property revenues	742		—		—		742
Advertising revenues and other services	289		—		—		289
Total revenues	1,775		—		—		1,775
Operating costs and expenses:
Cost of sales	612		—		—		612
Franchise and property expenses	130		—		—		130
Advertising expenses and other services	312		—		—		312
General and administrative expenses	163		—		—		163
(Income) loss from equity method investments	11		—		—		11
Other operating expenses (income), net	(7)		—		—		(7)
Total operating costs and expenses	1,221		—		—		1,221
Income from operations	554		—		—		554
Interest expense, net	145		—		—		145
Income before income taxes	409		—		—		409
Income tax expense	58		—		—		58
Net income	351		—		—		351
Equity in earnings of consolidated subsidiaries	—		351		(351)		—
Net income (loss)	351		351		(351)		351
Net income (loss) attributable to noncontrolling interests	1		1		(1)		1
Net income (loss) attributable to common unitholders	$	350	$	350	$	(350)	$	350
Comprehensive income (loss)	$	532	$	532	$	(532)	$	532

29

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Six Months Ended June 30, 2023

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:
Sales	$	1,412	$	—	$	—	$	1,412
Franchise and property revenues	1,410		—		—		1,410
Advertising revenues and other services	543		—		—		543
Total revenues	3,365		—		—		3,365
Operating costs and expenses:
Cost of sales	1,162		—		—		1,162
Franchise and property expenses	253		—		—		253
Advertising expenses and other services	583		—		—		583
General and administrative expenses	338		—		—		338
(Income) loss from equity method investments	18		—		—		18
Other operating expenses (income), net	10		—		—		10
Total operating costs and expenses	2,364		—		—		2,364
Income from operations	1,001		—		—		1,001
Interest expense, net	287		—		—		287
Income before income taxes	714		—		—		714
Income tax expense	86		—		—		86
Net income	628		—		—		628
Equity in earnings of consolidated subsidiaries	—		628		(628)		—
Net income (loss)	628		628		(628)		628
Net income (loss) attributable to noncontrolling interests	2		2		(2)		2
Net income (loss) attributable to common unitholders	$	626	$	626	$	(626)	$	626
Comprehensive income (loss)	$	762	$	762	$	(762)	$	762

30

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Three Months Ended June 30, 2022

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:
Sales	$	708	$	—	$	—	$	708
Franchise and property revenues	676		—		—		676
Advertising revenues and other services	255		—		—		255
Total revenues	1,639		—		—		1,639
Operating costs and expenses:
Cost of sales	584		—		—		584
Franchise and property expenses	125		—		—		125
Advertising expenses and other services	259		—		—		259
General and administrative expenses	146		—		—		146
(Income) loss from equity method investments	9		—		—		9
Other operating expenses (income), net	(25)		—		—		(25)
Total operating costs and expenses	1,098		—		—		1,098
Income from operations	541		—		—		541
Interest expense, net	129		—		—		129
Income before income taxes	412		—		—		412
Income tax expense	66		—		—		66
Net income	346		—		—		346
Equity in earnings of consolidated subsidiaries	—		346		(346)		—
Net income (loss)	346		346		(346)		346
Net income (loss) attributable to noncontrolling interests	1		1		(1)		1
Net income (loss) attributable to common unitholders	$	345	$	345	$	(345)	$	345
Comprehensive income (loss)	$	327	$	327	$	(327)	$	327

31

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Six Months Ended June 30, 2022

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:
Sales	$	1,317	$	—	$	—	$	1,317
Franchise and property revenues	1,291		—		—		1,291
Advertising revenues and other services	482		—		—		482
Total revenues	3,090		—		—		3,090
Operating costs and expenses:
Cost of sales	1,078		—		—		1,078
Franchise and property expenses	255		—		—		255
Advertising expenses and other services	506		—		—		506
General and administrative expenses	279		—		—		279
(Income) loss from equity method investments	22		—		—		22
Other operating expenses (income), net	(41)		—		—		(41)
Total operating costs and expenses	2,099		—		—		2,099
Income from operations	991		—		—		991
Interest expense, net	256		—		—		256
Income before income taxes	735		—		—		735
Income tax expense	119		—		—		119
Net income	616		—		—		616
Equity in earnings of consolidated subsidiaries	—		616		(616)		—
Net income (loss)	616		616		(616)		616
Net income (loss) attributable to noncontrolling interests	2		2		(2)		2
Net income (loss) attributable to common unitholders	$	614	$	614	$	(614)	$	614
Comprehensive income (loss)	$	802	$	802	$	(802)	$	802

32

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

(In millions of U.S. dollars)

Six months ended June 30, 2023

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Cash flows from operating activities:
Net income	$	628	$	628	$	(628)	$	628
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	—		(628)		628		—
Depreciation and amortization	95		—		—		95
Amortization of deferred financing costs and debt issuance discount	14		—		—		14
(Income) loss from equity method investments	18		—		—		18
(Gain) loss on remeasurement of foreign denominated transactions	7		—		—		7
Net (gains) losses on derivatives	(72)		—		—		(72)
Share-based compensation and non-cash incentive compensation expense	92		—		—		92
Deferred income taxes	(40)		—		—		(40)
Other	(6)		—		—		(6)
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	(29)		—		—		(29)
Inventories and prepaids and other current assets	(45)		—		—		(45)
Accounts and drafts payable	(31)		—		—		(31)
Other accrued liabilities and gift card liability	(135)		—		—		(135)
Tenant inducements paid to franchisees	(9)		—		—		(9)
Net cash provided by operating activities	487		—		—		487
Cash flows from investing activities:
Payments for property and equipment	(48)		—		—		(48)
Net proceeds from disposal of assets, restaurant closures, and refranchisings	13		—		—		13
Settlement/sale of derivatives, net	28		—		—		28
Other investing activities, net	(1)		—		—		(1)
Net cash (used for) provided by investing activities	(8)		—		—		(8)
Cash flows from financing activities:
Proceeds from long-term debt	2		—		—		2
Repayments of long-term debt and finance leases	(68)		—		—		(68)
Distributions on Class A common and Partnership exchangeable units	—		(492)		—		(492)
Capital contribution from RBI	49		—		—		49
Distributions from subsidiaries	(492)		492		—		—
(Payments) proceeds from derivatives	63		—		—		63
Other financing activities, net	(2)		—		—		(2)
Net cash (used for) provided by financing activities	(448)		—		—		(448)
Effect of exchange rates on cash and cash equivalents	4		—		—		4
Increase (decrease) in cash and cash equivalents	35		—		—		35
Cash and cash equivalents at beginning of period	1,178		—		—		1,178
Cash and cash equivalents at end of period	$	1,213	$	—	$	—	$	1,213

33

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

(In millions of U.S. dollars)

Six Months Ended June 30, 2022

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Cash flows from operating activities:
Net income	$	616	$	616	$	(616)	$	616
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	—		(616)		616		—
Depreciation and amortization	97		—		—		97
Amortization of deferred financing costs and debt issuance discount	14		—		—		14
(Income) loss from equity method investments	22		—		—		22
(Gain) loss on remeasurement of foreign denominated transactions	(52)		—		—		(52)
Net (gains) losses on derivatives	27		—		—		27
Share-based compensation and non-cash incentive compensation expense	59		—		—		59
Other	2		—		—		2
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	4		—		—		4
Inventories and prepaids and other current assets	(27)		—		—		(27)
Accounts and drafts payable	99		—		—		99
Other accrued liabilities and gift card liability	(199)		—		—		(199)
Tenant inducements paid to franchisees	(6)		—		—		(6)
Other long-term assets and liabilities	13		—		—		13
Net cash provided by operating activities	669		—		—		669
Cash flows from investing activities:
Payments for property and equipment	(28)		—		—		(28)
Net proceeds from disposal of assets, restaurant closures, and refranchisings	10		—		—		10
Net payments in connection with purchase of Firehouse Subs	(12)		—		—		(12)
Settlement/sale of derivatives, net	9		—		—		9
Other investing activities, net	(25)		—		—		(25)
Net cash (used for) provided by investing activities	(46)		—		—		(46)
Cash flows from financing activities:
Proceeds from long-term debt	2		—		—		2
Repayments of long-term debt and finance leases	(47)		—		—		(47)
Distributions on Class A common and Partnership exchangeable units	—		(485)		—		(485)
Distribution to RBI for repurchase of RBI common shares	—		(326)		—		(326)
Capital contribution from RBI	4		—		—		4
Distributions from subsidiaries	(811)		811		—		—
(Payments) proceeds from derivatives	(6)		—		—		(6)
Other financing activities, net	(2)		—		—		(2)
Net cash (used for) provided by financing activities	(860)		—		—		(860)
Effect of exchange rates on cash and cash equivalents	(12)		—		—		(12)
Increase (decrease) in cash and cash equivalents	(249)		—		—		(249)
Cash and cash equivalents at beginning of period	1,087		—		—		1,087
Cash and cash equivalents at end of period	$	838	$	—	$	—	$	838

    

34

Note 18. Subsequent Events

Cash Distributions/Dividends

On July 6, 2023, RBI paid a cash dividend of $0.55 per RBI common share to common shareholders of record on June 22, 2023. Partnership made a distribution to RBI as holder of Class A common units in the amount of the aggregate dividends declared and paid by RBI on RBI common shares and also made a distribution in respect of each Partnership exchangeable unit in the amount of $0.55 per exchangeable unit to holders of record on June 22, 2023.

Subsequent to June 30, 2023, the RBI board of directors declared a cash dividend of $0.55 per RBI common share, which will be paid on October 4, 2023 to RBI common shareholders of record on September 20, 2023. Partnership will make a distribution to RBI as holder of Class A common units in the amount of the aggregate dividends declared and paid by RBI on RBI common shares. Partnership will also make a distribution in respect of each Partnership exchangeable unit in the amount of $0.55 per Partnership exchangeable unit, and the record date and payment date for such distribution will be the same as the record date and payment date for the cash dividend per RBI common share set forth above.

*****

35

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

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

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

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

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

Overview

We are one of the world’s largest quick service restaurant (“QSR”) companies with over $40 billion in annual system-wide sales and over 30,000 restaurants in more than 100 countries as of June 30, 2023. Our Tim Hortons®, Burger King®, Popeyes®, and Firehouse Subs® brands have similar franchised business models with complementary daypart mixes and product platforms. Our four iconic brands are managed independently while benefiting from global scale and sharing of best practices.

Tim Hortons restaurants are quick service restaurants with a menu that includes premium blend coffees, hot and cold specialty drinks, alongside breakfast sandwiches, fresh baked goods, muffins, cookies and pastries, sandwiches, bowls, wraps, soups and more. Burger King restaurants are quick service restaurants that feature flame-grilled hamburgers, chicken, and other specialty sandwiches, french fries, soft drinks, and other affordably-priced food items. Popeyes restaurants are quick service restaurants featuring a unique “Louisiana” style menu that includes bone in fried chicken, chicken sandwiches, chicken tenders, fried shrimp and other regional items. Firehouse Subs restaurants are quick service restaurants featuring hot and hearty subs piled high with quality meats and cheese as well as chopped salads, chili and soups, signature and other sides, soft drinks and local specialties.

We have four operating and reportable segments: (1) Tim Hortons (“TH”); (2) Burger King (“BK”); (3) Popeyes Louisiana Kitchen (“PLK”); and (4) Firehouse Subs (“FHS”). Our business generates revenue from the following sources: (i) sales, consisting primarily of supply chain sales, which represent sales of products, supplies and restaurant equipment to franchisees, as well as sales to retailers and sales at restaurants owned by us (“Company restaurants”); (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) advertising revenues and other services, consisting primarily of advertising fund contributions based on a percentage of sales reported by franchise restaurants.

36

Key Operating Metrics

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

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

•Comparable sales refers to the percentage change in restaurant sales in one period from the same prior year period for restaurants that have been open for 13 months or longer for TH, BK and FHS and 17 months or longer for PLK. Additionally, if a restaurant is closed for a significant portion of a month, the restaurant is excluded from the monthly comparable sales calculation.

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

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

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

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

In our 2022 financial reports, our key operating metrics included results from our franchised Burger King restaurants in Russia, with supplemental disclosure provided excluding these restaurants. We did not generate any new profits from restaurants in Russia in 2022 and do not expect to generate any new profits in 2023. Consequently, beginning in the first quarter of 2023, our reported key operating metrics exclude the results from Russia for all periods presented.

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	Three Months Ended June 30,						Six Months Ended June 30,
Key Operating Metrics	2023			2022			2023			2022
System-wide sales growth
TH	15.0		%	16.3		%	16.3		%	14.7		%
BK	13.8		%	13.2		%	14.0		%	14.7		%
PLK	15.0		%	9.9		%	14.7		%	7.1		%
FHS	5.1		%	N/A			6.8		%	N/A
Consolidated (a)	14.0		%	13.3		%	14.3		%	13.4		%
FHS (b)	N/A			2.2		%	N/A			4.7		%
System-wide sales (in US$ millions)
TH	$	2,024		$	1,838		$	3,755		$	3,394
BK	$	6,901		$	6,134		$	13,142		$	11,781
PLK	$	1,714		$	1,503		$	3,282		$	2,886
FHS	$	307		$	292		$	599		$	564
Consolidated	$	10,946		$	9,767		$	20,778		$	18,625
Comparable sales
TH	11.4		%	12.2		%	12.5		%	10.4		%
BK	10.2		%	8.7		%	10.5		%	9.3		%
PLK	6.3		%	1.4		%	6.0		%	(0.8)		%
FHS	2.1		%	N/A			4.0		%	N/A
Consolidated (a)	9.6		%	8.2		%	9.9		%	7.8		%
FHS (b)	N/A			(1.4)		%	N/A			1.3		%
							As of June 30,
							2023			2022
Net restaurant growth
TH							5.8		%	5.7		%
BK							2.4		%	2.7		%
PLK							10.9		%	8.1		%
FHS							2.1		%	N/A
Consolidated (a)							4.1		%	4.0		%
FHS (b)							N/A			2.5		%
Restaurant count
TH							5,662			5,352
BK							18,935			18,491
PLK							4,269			3,851
FHS							1,259			1,233
Consolidated							30,125			28,927

    

(a) Consolidated system-wide sales growth, consolidated comparable sales and consolidated net restaurant growth do not include the results of Firehouse Subs for 2022.

(b) 2022 Firehouse Subs growth figures are shown for informational purposes only.

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Macro Economic Environment

During the three and six months ended June 30, 2023 and 2022, there were increases in commodity, labor, and energy costs partially due to the macroeconomic impact of both the War in Ukraine and COVID-19. Further significant increases in inflation could affect the global, Canadian and U.S. economies, resulting in foreign exchange volatility and rising interest rates which could have an adverse impact on our business and results of operations if we and our franchisees are not able to adjust prices sufficiently to offset the effect of cost increases without negatively impacting consumer demand.

In addition, the global crisis resulting from the spread of COVID-19 impacted our restaurant operations during the three and six months ended June 30, 2022. Certain markets, including Canada and China, were significantly impacted as a result of governments mandated lockdowns. These lockdowns, which have since been lifted, resulted in restrictions to restaurant operations, such as reduced, if any, dine-in capacity, and/or restrictions on hours of operation in those markets.

Sustainability

We have adopted science based targets to reduce greenhouse gas emissions by 50% by 2030, and are committed to achieving net-zero emissions by 2050. Starting 2024, we will be changing our base year from 2019 to 2022, to reflect emissions from Firehouse Subs, which we acquired in December 2021, and an improved calculation methodology. While most of the impact is from scope 3 emissions that are not under our direct control, reaching these targets will require us to devote resources to support changes by suppliers and franchisees.

Results of Operations for the Three and Six Months Ended June 30, 2023 and 2022

Tabular amounts in millions of U.S. dollars unless noted otherwise. Total revenues for each segment and segment income may not calculate exactly due to rounding.

Consolidated	Three Months Ended June 30,				Variance		FX Impact (a)		Variance Excluding FX Impact		Six Months Ended June 30,				Variance		FX Impact (a)		Variance Excluding FX Impact
	2023		2022		Favorable / (Unfavorable)						2023		2022		Favorable / (Unfavorable)
Revenues:
Sales	$	744	$	708	$	36	$	(28)	$	64	$	1,412	$	1,317	$	95	$	(60)	$	155
Franchise and property revenues	742		676		66		(13)		79		1,410		1,291		119		(34)		153
Advertising revenues and other services	289		255		34		(3)		37		543		482		61		(6)		67
Total revenues	1,775		1,639		136		(44)		180		3,365		3,090		275		(100)		375
Operating costs and expenses:
Cost of sales	612		584		(28)		23		(51)		1,162		1,078		(84)		48		(132)
Franchise and property expenses	130		125		(5)		4		(9)		253		255		2		9		(7)
Advertising expenses and other services	312		259		(53)		3		(56)		583		506		(77)		7		(84)
General and administrative expenses	163		146		(17)		1		(18)		338		279		(59)		4		(63)
(Income) loss from equity method investments	11		9		(2)		—		(2)		18		22		4		—		4
Other operating expenses (income), net	(7)		(25)		(18)		1		(19)		10		(41)		(51)		30		(81)
Total operating costs and expenses	1,221		1,098		(123)		32		(155)		2,364		2,099		(265)		98		(363)
Income from operations	554		541		13		(12)		25		1,001		991		10		(2)		12
Interest expense, net	145		129		(16)		—		(16)		287		256		(31)		—		(31)
Income before income taxes	409		412		(3)		(12)		9		714		735		(21)		(2)		(19)
Income tax expense	58		66		8		—		8		86		119		33		1		32
Net income	$	351	$	346	$	5	$	(12)	$	17	$	628	$	616	$	12	$	(1)	$	13

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

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TH Segment	Three Months Ended June 30,				Variance		FX Impact (a)		Variance Excluding FX Impact		Six Months Ended June 30,				Variance		FX Impact (a)		Variance Excluding FX Impact
	2023		2022		Favorable / (Unfavorable)						2023		2022		Favorable / (Unfavorable)
Revenues:
Sales	$	688	$	661	$	27	$	(29)	$	56	$	1,306	$	1,227	$	79	$	(60)	$	139
Franchise and property revenues	255		238		17		(11)		27		475		444		31		(22)		53
Advertising revenues and other services	73		69		4		(3)		7		135		126		9		(6)		15
Total revenues	1,016		968		48		(42)		90		1,916		1,797		119		(89)		208
Cost of sales	562		537		(25)		23		(48)		1,067		990		(77)		48		(126)
Franchise and property expenses	86		84		(2)		4		(6)		165		165		—		9		(9)
Advertising expenses and other services	78		71		(7)		3		(10)		142		138		(4)		7		(11)
Segment G&A	28		32		4		1		3		57		61		4		3		2
Segment depreciation and amortization (b)	25		28		3		1		2		50		57		7		3		4
Segment income (c)	290		274		16		(12)		28		541		505		36		(25)		61

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

(c)TH segment income includes $3 million of cash distributions received from equity method investments for the three months ended June 30, 2023 and 2022. TH segment income includes $6 million of cash distributions received from equity method investments for the six months ended June 30, 2023 and 2022.

BK Segment	Three Months Ended June 30,				Variance		FX Impact (a)		Variance Excluding FX Impact		Six Months Ended June 30,				Variance		FX Impact (a)		Variance Excluding FX Impact
	2023		2022		Favorable / (Unfavorable)						2023		2022		Favorable / (Unfavorable)
Revenues:
Sales	$	24	$	17	$	7	$	—	$	7	$	43	$	33	$	10	$	—	$	10
Franchise and property revenues	373		335		38		(2)		40		717		653		64		(10)		74
Advertising revenues and other services	133		121		12		—		11		254		230		24		—		24
Total revenues	529		473		56		(2)		57		1,013		916		97		(10)		107
Cost of sales	22		19		(3)		—		(3)		39		36		(3)		—		(3)
Franchise and property expenses	35		34		(1)		—		(2)		75		79		4		1		3
Advertising expenses and other services	150		123		(27)		—		(26)		284		242		(42)		—		(42)
Segment G&A	47		40		(7)		—		(7)		95		85		(10)		—		(10)
Segment depreciation and amortization (b)	13		12		(1)		—		(1)		25		24		(1)		—		(1)
Segment income	288		270		18		(2)		20		544		499		45		(10)		55

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PLK Segment	Three Months Ended June 30,				Variance		FX Impact (a)		Variance Excluding FX Impact		Six Months Ended June 30,				Variance		FX Impact (a)		Variance Excluding FX Impact
	2023		2022		Favorable / (Unfavorable)						2023		2022		Favorable / (Unfavorable)
Revenues:
Sales	$	22	$	20	$	2	$	—	$	2	$	43	$	37	$	6	$	—	$	6
Franchise and property revenues	91		81		10		(1)		11		172		152		20		(1)		21
Advertising revenues and other services	69		64		5		—		5		136		124		12		—		12
Total revenues	183		165		18		(1)		18		351		313		38		(1)		39
Cost of sales	20		19		(1)		—		(1)		39		35		(4)		—		(4)
Franchise and property expenses	7		5		(2)		—		(2)		8		7		(1)		—		(1)
Advertising expenses and other services	70		64		(6)		—		(6)		137		125		(12)		—		(12)
Segment G&A	16		17		1		—		1		31		32		1		—		1
Segment depreciation and amortization (b)	2		1		(1)		—		(1)		4		3		(1)		—		(1)
Segment income	73		61		12		(1)		13		139		117		22		(1)		23

FHS Segment	Three Months Ended June 30,				Variance		FX Impact (a)		Variance Excluding FX Impact		Six Months Ended June 30,				Variance		FX Impact (a)		Variance Excluding FX Impact
	2023		2022		Favorable / (Unfavorable)						2023		2022		Favorable / (Unfavorable)
Revenues:
Sales	$	10	$	10	$	—	$	—	$	—	$	20	$	20	$	—	$	—	$	—
Franchise and property revenues	24		22		2		—		2		47		42		5		—		5
Advertising revenues and other services	14		1		13		—		13		19		2		17		—		17
Total revenues	48		33		15		—		15		86		64		22		—		22
Cost of sales	9		9		—		—		—		17		17		—		—		—
Franchise and property expenses	2		2		—		—		—		4		4		—		—		—
Advertising expenses and other services	15		1		(14)		—		(14)		19		1		(18)		—		(18)
Segment G&A	9		8		(1)		—		(1)		17		16		(1)		—		(1)
Segment depreciation and amortization (b)	—		1		1		—		1		1		1		—		—		—
Segment income	14		13		1		—		1		29		27		2		—		2

System-wide Sales

For the three months ended June 30, 2023, the increase in TH system-wide sales of 15.0% was primarily driven by comparable sales of 11.4%, including Canada comparable sales of 12.5%, and net restaurant growth of 5.8%. For the six months ended June 30, 2023, the increase in TH system-wide sales of 16.3% was primarily driven by comparable sales of 12.5%, including Canada comparable sales of 13.8%, and net restaurant growth of 5.8%.

For the three months ended June 30, 2023, the increase in BK system-wide sales of 13.8% was primarily driven by comparable sales of 10.2%, including rest of the world comparable sales of 11.6% and U.S. comparable sales of 8.3%, and net restaurant growth of 2.4%. For the six months ended June 30, 2023, the increase in BK system-wide sales of 14.0% was primarily driven by comparable sales of 10.5%, including rest of the world comparable sales of 11.9% and U.S. comparable sales of 8.5%, and net restaurant growth of 2.4%.

For the three months ended June 30, 2023, the increase in PLK system-wide sales of 15.0% was primarily driven by net restaurant growth of 10.9% and comparable sales of 6.3%, including U.S. comparable sales of 4.2%. For the six months ended June 30, 2023, the increase in PLK system-wide sales of 14.7% was primarily driven by net restaurant growth of 10.9% and comparable sales of 6.0%, including U.S. comparable sales of 3.8%.

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For the three months ended June 30, 2023, the increase in FHS system-wide sales of 5.1% was primarily driven by comparable sales of 2.1%, including U.S. comparable sales of 2.6%, and net restaurant growth of 2.1%. For the six months ended June 30, 2023, the increase in FHS system-wide sales of 6.8% was primarily driven by comparable sales of 4.0%, including U.S. comparable sales of 4.5%, and net restaurant growth of 2.1%.

Sales and Cost of Sales

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

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

During the three months ended June 30, 2023, the increase in sales was driven by an increase of $56 million in our TH segment, an increase of $7 million in our BK segment, and an increase of $2 million in our PLK segment, partially offset by an unfavorable FX Impact of $28 million. The increase in our TH segment was primarily driven by an increase in supply chain sales due to an increase in system-wide sales as well as increases in commodity prices passed on to franchisees.

During the six months ended June 30, 2023, the increase in sales was driven by an increase of $139 million in our TH segment, an increase of $10 million in our BK segment, and an increase of $6 million in our PLK segment, partially offset by an unfavorable FX Impact of $60 million. The increase in our TH segment was primarily driven by an increase in supply chain sales due to an increase in system-wide sales as well as increases in commodity prices passed on to franchisees and an increase in sales to retailers.

During the three months ended June 30, 2023, the increase in cost of sales was driven by an increase of $48 million in our TH segment, an increase of $3 million in our BK segment, and an increase of $1 million in our PLK segment, partially offset by a favorable FX Impact of $23 million. The increase in our TH segment was primarily driven by an increase in supply chain sales and increases in commodity prices.

During the six months ended June 30, 2023, the increase in cost of sales was driven by an increase of $126 million in our TH segment, an increase of $4 million in our PLK segment, and an increase of $3 million in our BK segment, partially offset by a favorable FX Impact of $48 million. The increase in our TH segment was primarily driven by an increase in supply chain sales, increases in commodity prices and an increase in sales to retailers.

Franchise and Property

Franchise and property revenues consist primarily of royalties earned on franchise sales, rents from real estate leased or subleased to franchisees, franchise fees, and other revenue. Franchise and property expenses consist primarily of depreciation of properties leased to franchisees, rental expense associated with properties subleased to franchisees, amortization of franchise agreements, and bad debt expense (recoveries).

During the three months ended June 30, 2023, the increase in franchise and property revenues was driven by an increase of $40 million in our BK segment, an increase of $27 million in our TH segment, an increase of $11 million in our PLK segment, and an increase of $2 million in our FHS segment, partially offset by an unfavorable FX Impact of $13 million. The increases were primarily driven by increases in royalties in all of our segments and increases in rent in our TH segment, as a result of increases in system-wide sales.

During the six months ended June 30, 2023, the increase in franchise and property revenues was driven by an increase of $74 million in our BK segment, an increase of $53 million in our TH segment, an increase of $21 million in our PLK segment, and an increase of $5 million in our FHS segment, partially offset by an unfavorable FX Impact of $34 million. The increases were primarily driven by increases in royalties in all of our segments and increases in rent in our TH segment, as a result of increases in system-wide sales.

During the three months ended June 30, 2023, the increase in franchise and property expenses was driven by an increase of $6 million in our TH segment, an increase of $2 million in our BK segment, an increase of $2 million in our PLK segment, partially offset by a favorable FX impact of $4 million. The increase in our TH segment was primarily driven by increases in rent expense.

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During the six months ended June 30, 2023, the decrease in franchise and property expenses was driven by a decrease of $3 million in our BK segment and a favorable FX impact of $9 million, partially offset by an increase of $9 million in our TH segment and an increase of $1 million in our PLK segment. The increase in our TH segment was primarily driven by increases in rent expense.

Advertising and Other Services

Advertising revenues and other services consist primarily of advertising contributions earned on franchise sales and are based on a percentage of sales reported by franchise restaurants and intended to fund advertising expenses. This line item also includes other services which consist primarily of fees from digital sales that partially offset expenses related to technology initiatives. Advertising expenses and other services consist primarily of expenses relating to marketing, advertising and promotion, including market research, production, advertising costs, sales promotions, social media campaigns, technology initiatives, depreciation and amortization and other related support functions for the respective brands. We generally manage advertising expenses to equal advertising revenues in the long term, however in some periods there may be a mismatch in the timing of revenues and expense or higher expenses due to our support initiatives behind the marketing programs.

During the three months ended June 30, 2023, the increase in advertising revenues and other services was driven by an increase of $13 million in our FHS segment, an increase of $11 million in our BK segment, an increase of $7 million in our TH segment, and an increase of $5 million in our PLK segment, partially offset by an unfavorable FX Impact of $3 million. The increases in our TH, BK and PLK segments were primarily driven by increases in system-wide sales. The increase in our FHS segment reflects modification of the advertising fund arrangements to be more consistent with those of our other brands.

During the six months ended June 30, 2023, the increase in advertising revenues and other services was driven by an increase of $24 million in our BK segment, an increase of $17 million in our FHS segment, an increase of $15 million in our TH segment, and an increase of $12 million in our PLK segment, partially offset by an unfavorable FX Impact of $6 million. The increases in our TH, BK and PLK segments were primarily driven by increases in system-wide sales. The increase in our FHS segment reflects modification of the advertising fund arrangements to be more consistent with those of our other brands.

During the three months ended June 30, 2023, the increase in advertising expenses and other services was driven by an increase of $26 million in our BK segment, an increase of $14 million in our FHS segment, an increase of $10 million in our TH segment, and an increase of $6 million in our PLK segment, partially offset by a favorable FX Impact of $3 million. The increases in our BK, TH and PLK segments were driven primarily by increases in advertising revenues and other services. Additionally, our BK segment reflects our support behind the marketing program in the U.S. The increase in our FHS segment reflects modification of the advertising fund arrangements to be more consistent with those of our other brands.

During the six months ended June 30, 2023, the increase in advertising expenses and other services was driven by an increase of $42 million in our BK segment, an increase of $18 million in our FHS segment, an increase of $12 million in our PLK segment, and an increase of $11 million in our TH segment, partially offset by a favorable FX Impact of $7 million. The increases in our BK, PLK and TH segments were driven primarily by increases in advertising revenues and other services. Additionally, our BK segment reflects our support behind the marketing program in the U.S. The increase in our FHS segment reflects modification of the advertising fund arrangements to be more consistent with those of our other brands.

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General and Administrative Expenses

Our general and administrative expenses consisted of the following:

	Three Months Ended June 30,				Variance				Six Months Ended June 30,				Variance
					$		%						$		%
	2023		2022		Favorable / (Unfavorable)				2023		2022		Favorable / (Unfavorable)
Segment G&A:
TH	$	28	$	32	$	4	13	%	$	57	$	61	$	4	7	%
BK	47		40		(7)		(18)	%	95		85		(10)		(12)	%
PLK	16		17		1		6	%	31		32		1		3	%
FHS	9		8		(1)		(13)	%	17		16		(1)		(6)	%
Share-based compensation and non-cash incentive compensation expense	47		32		(15)		(47)	%	92		59		(33)		(56)	%
Depreciation and amortization	9		7		(2)		(29)	%	15		12		(3)		(25)	%
FHS Transaction costs	—		4		4		100	%	19		5		(14)		NM
Corporate restructuring and advisory fees	7		6		(1)		(17)	%	12		9		(3)		(33)	%
General and administrative expenses	$	163	$	146	$	(17)	(12)	%	$	338	$	279	$	(59)	(21)	%

NM - not meaningful

Segment general and administrative expenses (“Segment G&A”) consist primarily of salary and employee-related costs for non-restaurant employees, professional fees, information technology systems, and general overhead for our corporate offices. Segment G&A excludes share-based compensation and non-cash incentive compensation expense, depreciation and amortization, FHS Transaction costs and Corporate restructuring and advisory fees.

During the three and six months ended June 30, 2023, Segment G&A for our BK segment increased primarily due to increases in compensation related expenses. Segment G&A for our TH segment decreased primarily due to a decrease in professional services. Segment G&A for our PLK and FHS segments was relatively consistent with the prior year.

During the three and six months ended June 30, 2023, the increase in share-based compensation and non-cash incentive compensation expense was primarily due to an increase in equity awards granted during 2023 and 2022, including equity awards granted to our executive chairman during the fourth quarter of 2022, and increases in expenses related to previously granted performance-based equity awards. In addition, the increase in share-based compensation and non-cash incentive compensation expense was also impacted by shorter vesting periods for equity awards granted beginning in 2021.

In connection with the acquisition of Firehouse, we incurred certain non-recurring fees and expenses (“FHS Transaction costs”) consisting of professional fees, compensation related expenses and integration costs through the three months ended March 31, 2023. We do not expect to incur additional FHS Transaction costs for the remainder of 2023.

In connection with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movement within our structure, including services related to significant tax reform legislation and regulations, we incurred non-operating expenses primarily from professional advisory and consulting services (“Corporate restructuring and advisory fees”). We expect to incur additional Corporate restructuring and advisory fees during the remainder of 2023.

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(Income) Loss from Equity Method Investments

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

The change in (income) loss from equity method investments during the three months ended June 30, 2023 was primarily driven by an increase in equity method investment net losses that we recognized during the current year. The change in (income) loss from equity method investments during the six months ended June 30, 2023 was primarily driven by a decrease in equity method investment net losses that we recognized during the current year.

Other Operating Expenses (Income), net

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net losses (gains) on disposal of assets, restaurant closures, and refranchisings	$	(9)	$	(1)	$	(11)	$	1
Litigation settlements (gains) and reserves, net	(3)		2		(2)		3
Net losses (gains) on foreign exchange	(1)		(31)		7		(52)
Other, net	6		5		16		7
Other operating expenses (income), net	$	(7)	$	(25)	$	10	$	(41)

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, primarily those denominated in Euros and Canadian dollars.

Other, net for 2023 is primarily related to payments in connection with FHS area representative buyouts.

Interest Expense, net

Our interest expense, net and the weighted average interest rate on our long-term debt were as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Interest expense, net	$	145		$	129		$	287		$	256
Weighted average interest rate on long-term debt	4.9		%	4.2		%	4.9		%	4.1		%

During the three and six months ended June 30, 2023, interest expense, net increased primarily due to an increase in the weighted average interest rate driven by increases in interest rates which impacts our variable rate debt.

Income Tax Expense

Our effective tax rate was 14.3% and 15.9% for the three months ended June 30, 2023 and 2022, respectively, and 12.1% and 16.2% for the six months ended June 30, 2023 and 2022, respectively. Our effective tax rate for the three and six months ended June 30, 2023 was favorably impacted by structural changes implemented in the latter part of 2022 and changes to the relative mix of our income from multiple tax jurisdictions. There may continue to be some quarter-to-quarter volatility of our effective tax rate as our mix of income from multiple tax jurisdictions and related income forecast changes due to macroeconomic events.

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Net Income

We reported net income of $351 million for the three months ended June 30, 2023, compared to net income of $346 million for the three months ended June 30, 2022. The increase in net income is primarily due to an $18 million increase in BK segment income, a $16 million increase in TH segment income, a $12 million increase in PLK segment income, an $8 million decrease in income tax expense, a $4 million decrease in FHS Transaction costs, and a $1 million increase in FHS segment income. These factors were partially offset by an $18 million unfavorable change in the results from other operating expenses (income), net, a $16 million increase in interest expense, net, a $15 million increase in share-based compensation and non-cash incentive compensation expense, a $3 million unfavorable change from the impact of equity method investments, a $1 million increase in Corporate restructuring and advisory fees, and a $1 million increase in depreciation and amortization. Amounts above include a total unfavorable FX Impact to net income of $12 million.

We reported net income of $628 million for the six months ended June 30, 2023, compared to net income of $616 million for the six months ended June 30, 2022. The increase in net income is primarily due to a $45 million increase in BK segment income, a $36 million increase in TH segment income, a $33 million decrease in income tax expense, a $22 million increase in PLK segment income, a $4 million favorable change from the impact of equity method investments, a $2 million decrease in depreciation and amortization, and a $2 million increase in FHS segment income. These factors were partially offset by a $51 million unfavorable change in the results from other operating expenses (income), net, a $33 million increase in share-based compensation and non-cash incentive compensation expense, a $31 million increase in interest expense, net, a $14 million increase in FHS Transaction costs, and a $3 million increase in Corporate restructuring and advisory fees. Amounts above include a total unfavorable FX Impact to net income of $1 million.

Non-GAAP Reconciliations

The table below contains information regarding EBITDA and Adjusted EBITDA, which are non-GAAP measures. These non-GAAP measures do not have a standardized meaning under U.S. GAAP and may differ from similar captioned measures of other companies in our industry. We believe that these non-GAAP measures are useful to investors in assessing our operating performance, as they provide them with the same tools that management uses to evaluate our performance and are responsive to questions we receive from both investors and analysts. By disclosing these non-GAAP measures, we intend to provide investors with a consistent comparison of our operating results and trends for the periods presented. EBITDA is defined as earnings (net income or loss) before interest expense, net, loss on early extinguishment of debt, income tax (benefit) expense, and depreciation and amortization and is used by management to measure operating performance of the business. Adjusted EBITDA is defined as EBITDA excluding (i) the non-cash impact of share-based compensation and non-cash incentive compensation expense, (ii) (income) loss from equity method investments, net of cash distributions received from equity method investments, (iii) other operating expenses (income), net and, (iv) income/expenses from non-recurring projects and non-operating activities. For the periods referenced, income/expenses from non-recurring projects and non-operating activities included (i) non-recurring fees and expense incurred in connection with the acquisition of Firehouse consisting of professional fees, compensation related expenses and integration costs; and (ii) non-operating costs from professional advisory and consulting services associated with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movements, including services related to significant tax reform legislation and regulations. Management believes that these types of expenses are either not related to our underlying profitability drivers or not likely to re-occur in the foreseeable future and the varied timing, size and nature of these projects may cause volatility in our results unrelated to the performance of our core business that does not reflect trends of our core operations.

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Adjusted EBITDA is used by management to measure operating performance of the business, excluding these non-cash and other specifically identified items that management believes are not relevant to management’s assessment of our operating performance. Adjusted EBITDA, as defined above, also represents our measure of segment income for each of our four operating segments.

	Three Months Ended June 30,				Variance				Six Months Ended June 30,				Variance
					$		%						$		%
	2023		2022		Favorable / (Unfavorable)				2023		2022		Favorable / (Unfavorable)
Net income	$	351	$	346	$	5	1	%	$	628	$	616	$	12	2	%
Income tax expense	58		66		8		12	%	86		119		33		28	%
Interest expense, net	145		129		(16)		(12)	%	287		256		(31)		(12)	%
Income from operations	554		541		13		2	%	1,001		991		10		1	%
Depreciation and amortization	49		48		(1)		(2)	%	95		97		2		2	%
EBITDA	603		589		14		2	%	1,096		1,088		8		1	%
Share-based compensation and non-cash incentive compensation expense	47		32		(15)		(47)	%	92		59		(33)		(56)	%
FHS Transaction costs	—		4		4		100	%	19		5		(14)		NM
Corporate restructuring and advisory fees	7		6		(1)		(17)	%	12		9		(3)		(33)	%
Impact of equity method investments (a)	15		12		(3)		(25)	%	24		28		4		14	%
Other operating expenses (income), net	(7)		(25)		(18)		72	%	10		(41)		(51)		NM
Adjusted EBITDA	$	665	$	618	$	47	8	%	$	1,253	$	1,148	$	105	9	%
Segment income:
TH	$	290	$	274	$	16	6	%	$	541	$	505	$	36	7	%
BK	288		270		18		7	%	544		499		45		9	%
PLK	73		61		12		19	%	139		117		22		19	%
FHS	14		13		1		8	%	29		27		2		11	%
Adjusted EBITDA	665		618		47		8	%	$	1,253	$	1,148	$	105	9	%

NM - not meaningful

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

The increase in Adjusted EBITDA for the three and six months ended June 30, 2023 reflects the increases in segment income in each of our segments and includes an unfavorable FX Impact of $15 million and $36 million for the three and six months ended June 30, 2023, respectively.

Liquidity and Capital Resources

Our primary sources of liquidity are cash on hand, cash generated by operations, and borrowings available under our Revolving Credit Facility (as defined below). We have used, and may in the future use, our liquidity to make required interest and/or principal payments, to make distributions to RBI for RBI to repurchase its common shares, to repurchase Class B exchangeable limited partnership units of Partnership (“Partnership exchangeable units”), to voluntarily prepay and repurchase our or one of our affiliate’s outstanding debt, to fund acquisitions and other investing activities, such as capital expenditures and joint ventures, and to make distributions on Class A common units and distributions on the Partnership exchangeable units. Our liquidity requirements are significant, primarily due to debt service requirements.

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As of June 30, 2023, we had cash and cash equivalents of $1,213 million and borrowing availability of $998 million under our senior secured revolving credit facility (the “Revolving Credit Facility”). Based on our current level of operations and available cash, we believe our cash flow from operations, combined with our availability under our Revolving Credit Facility, will provide sufficient liquidity to fund our current obligations, debt service requirements and capital spending over the next twelve months.

In September 2022, Burger King shared the details of its “Reclaim the Flame” plan to accelerate sales growth and drive franchisee profitability. We are investing $400 million over the life of the plan, comprised of $150 million in advertising and digital investments (“Fuel the Flame”) and $250 million in high-quality remodels and relocations, restaurant technology, kitchen equipment, and building enhancements (“Royal Reset”). During the six months ended June 30, 2023, we funded $18 million toward the Fuel the Flame investment and $18 million toward our Royal Reset investment and as of June 30, 2023, we have funded a total of $32 million toward the Fuel the Flame investment and $35 million toward our Royal Reset investment.

On July 28, 2021, the RBI board of directors approved a share repurchase authorization wherein RBI may purchase up to $1,000 million of RBI common shares until August 10, 2023. Repurchases under RBI’s authorization will be made in the open market or through privately negotiated transactions. If RBI repurchases any RBI common shares, pursuant to the partnership agreement, Partnership will, immediately prior to such repurchase, make a distribution to RBI on its Class A common units in an amount sufficient for RBI to fund such repurchase. During the six months ended June 30, 2023, RBI did not repurchase any RBI common shares. As of June 30, 2023, RBI had $123 million remaining under its share repurchase authorization.

We generally provide applicable deferred taxes based on the tax liability or withholding taxes that would be due upon repatriation of cash associated with unremitted earnings. We will continue to monitor our plans for such cash and related foreign earnings but our expectation is to continue to provide taxes on unremitted earnings that we expect to distribute.

Debt Instruments and Debt Service Requirements

As of June 30, 2023, our long-term debt consists primarily of borrowings under our Credit Facilities (as defined below), amounts outstanding under our 3.875% First Lien Senior Notes due 2028, 5.75% First Lien Senior Notes due 2025, 3.50% First Lien Senior Notes due 2029, 4.375% Second Lien Senior Notes due 2028, 4.00% Second Lien Senior Notes due 2030 (together, the “Senior Notes”), TH Facility, and obligations under finance leases. For further information about our long-term debt, see Note 10 to the accompanying unaudited condensed consolidated financial statements included in this report.

As of June 30, 2023, there was $6,397 million outstanding principal amount under our senior secured term loan facilities (the “Term Loan Facilities” and together with the Revolving Credit Facility, the “Credit Facilities”) with a weighted average interest rate of 6.85%. The interest rate applicable to borrowings under our Term Loan A and Revolving Credit Facility is, at our option, either (i) a base rate, subject to a floor of 1.00%, plus an applicable margin varying from 0.00% to 0.50%, or (ii) Adjusted Term SOFR (Adjusted Term SOFR is calculated as Term SOFR plus a 0.10% adjustment), subject to a floor of 0.00%, plus an applicable margin varying between 0.75% to 1.50%, in each case, determined by reference to a net first lien leverage based pricing grid. The interest rate applicable to borrowings under our Term Loan B is, at our option, either (i) a base rate, subject to a floor of 1.00%, plus an applicable margin of 0.75% or (ii) a Eurocurrency rate, subject to a floor of 0.00%, plus an applicable margin of 1.75%.

Based on the amounts outstanding under the Term Loan Facilities and LIBOR/SOFR (Secured Overnight Financing Rate) as of June 30, 2023, subject to a floor of 0.00%, required debt service for the next twelve months is estimated to be approximately $443 million in interest payments and $85 million in principal payments. In addition, based on LIBOR as of June 30, 2023, net cash settlements that we expect to receive on our $4,000 million interest rate swaps are estimated to be approximately $131 million for the next twelve months. Based on the amounts outstanding at June 30, 2023, required debt service for the next twelve months on all of the Senior Notes outstanding is approximately $264 million in interest payments. Based on the amounts outstanding under the TH Facility as of June 30, 2023, required debt service for the next twelve months is estimated to be approximately $9 million in interest payments and $13 million in principal payments.

Restrictions and Covenants

As of June 30, 2023, we were in compliance with all applicable financial debt covenants under the Credit Facilities, the TH Facility, and the indentures governing our Senior Notes.

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Cash Distributions/Dividends

On July 6, 2023, RBI paid a cash dividend of $0.55 per RBI common share. Partnership made a distribution to RBI as holder of Class A common units in the amount of the aggregate dividends declared and paid by RBI on RBI common shares and also made a distribution of $0.55 in respect of each Partnership exchangeable unit.

The RBI board of directors has declared a cash dividend of $0.55 per RBI common share, which will be paid on October 4, 2023 to RBI common shareholders of record on September 20, 2023. Partnership will make a distribution to RBI as holder of Class A common units in the amount of the aggregate dividends declared and paid by RBI on RBI common shares. Partnership will also make a distribution in respect of each Partnership exchangeable unit in the amount of $0.55 per Partnership exchangeable unit, and the record date and payment date for such distribution will be the same as the record date and payment date for the cash dividend per RBI common share set forth above.

In addition, because we are a holding company, our ability to pay cash distributions on our Partnership exchangeable units may be limited by restrictions under our debt agreements.

Outstanding Security Data

As of August 1, 2023, we had outstanding 202,006,067 Class A common units issued to RBI and 140,758,781 Partnership exchangeable units. During the six months ended June 30, 2023, Partnership exchanged 2,237,859 Partnership exchangeable units pursuant to exchange notices received.

One special voting share of RBI is held by a trustee, entitling the trustee to that number of votes on matters on which holders of RBI common shares are entitled to vote equal to the number of Partnership exchangeable units outstanding. The trustee is required to cast such votes in accordance with voting instructions provided by holders of Partnership exchangeable units. At any shareholder meeting of RBI, holders of RBI common shares vote together as a single class with the special voting share except as otherwise provided by law. For information on RBI's share-based compensation and its outstanding equity awards, see Note 14 to the audited consolidated financial statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the U.S Securities and Exchange Commission (the “SEC”) and Canadian securities regulatory authorities on February 22, 2023.

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

Comparative Cash Flows

Operating Activities

Cash provided by operating activities was $487 million for the six months ended June 30, 2023, compared to $669 million during the same period in the prior year. The decrease in cash provided by operating activities was driven by an increase in interest payments, an increase in income tax payments, and an increase in cash used for working capital, partially offset by an increase in segment income in each of our segments.

Investing Activities

Cash used for investing activities was $8 million for the six months ended June 30, 2023, compared to $46 million during the same period in the prior year. This change was primarily driven by a decrease in payments for other investing activities, an increase in proceeds from derivatives and the non-recurrence of payments in connection with the acquisition of Firehouse Subs in the prior year, partially offset by an increase in capital expenditures.

Financing Activities

Cash used for financing activities was $448 million for the six months ended June 30, 2023, compared to $860 million during the same period in the prior year. The change in cash used for financing activities was driven primarily by the non-recurrence of RBI common share repurchases in the current year, proceeds from derivatives in the current year compared to payments from derivatives in the prior year, and an increase in capital contributions from RBI due to an increase in proceeds from RBI stock option exercises, partially offset by an increase in long-term debt repayments.

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Critical Accounting Policies and Estimates

For information regarding our Critical Accounting Policies and Estimates, see the “Critical Accounting Policies and Estimates” section of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K, filed with the SEC on February 22, 2023.

New Accounting Pronouncements

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There were no material changes during the six months ended June 30, 2023 to the disclosures made in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC and Canadian securities regulatory authorities on February 22, 2023.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation was conducted under the supervision and with the participation of management of RBI, as the general partner of Partnership, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of RBI, of the effectiveness of Partnership’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and Exchange Act Rules 15d-15(e)) as of June 30, 2023. Based on that evaluation, the CEO and CFO of RBI concluded that Partnership’s disclosure controls and procedures were effective as of such date.

Internal Control Over Financial Reporting

The management of RBI, as general partner of Partnership, including the CEO and CFO, confirm there were no changes in Partnership’s internal control over financial reporting during the three months ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, Partnership’s internal control over financial reporting.

Special Note Regarding Forward-Looking Statements

Certain information contained in this report, including information regarding future financial performance and plans, targets, aspirations, expectations, and objectives of management, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of Canadian securities laws. We refer to all of these as forward-looking statements. Forward-looking statements are forward-looking in nature and, accordingly, are subject to risks and uncertainties. These forward-looking statements can generally be identified by the use of words such as “believe”, “anticipate”, “expect”, “intend”, “estimate”, “plan”, “continue”, “will”, “may”, “could”, “would”, “target”, “potential” and other similar expressions and include, without limitation, statements regarding our expectations or beliefs regarding (i) the effects and continued impact of the macroeconomic environment from the war in Ukraine, the COVID-19 pandemic, and related macro-economic pressures, such as inflation, rising interest rates and currency fluctuations on our results of operations, business, liquidity, prospects and restaurant operations and those of our franchisees; (ii) our digital, marketing, remodel and technology enhancement initiatives and expectations regarding further expenditures relating to these initiatives, including our “Reclaim the Flame” plan to accelerate sales growth and drive franchisee profitability at Burger King; (iii) our suspension of operations in and financial results from Russia; (iv) the amount and timing of future Corporate restructuring and advisory fees and the expectation that no additional FHS Transaction costs will be incurred during the remainder of 2023; (v) our future financial obligations, including annual debt service requirements, capital expenditures and distribution payments, our ability to meet such obligations and the source of funds used to satisfy such obligations; (vi) our targets with respect to reduction in greenhouse gas emissions; (vii) our exposure to changes in interest rates and foreign currency exchange rates and the impact of changes in interest rates and foreign currency exchange rates on the amount of our interest payments, future earnings and cash flows; (viii) certain tax matters, including our estimates with respect to tax matters and their impact on future periods; (ix) the amount of net cash settlements we expect to pay or receive on our derivative instruments; and (x) certain accounting matters.

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Our forward-looking statements, included in this report and elsewhere, represent management’s expectations as of the date that they are made. Our forward-looking statements are based on assumptions and analyses made by Partnership in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. However, these forward-looking statements are subject to a number of risks and uncertainties and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results, level of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements include, among other things, risks related to: (1) our substantial indebtedness, which could adversely affect our financial condition and prevent us from fulfilling our obligations; (2) global economic or other business conditions that may affect the desire or ability of our customers to purchase our products, such as the effects of the COVID-19 pandemic, inflationary pressures, high unemployment levels, declines in median income growth, consumer confidence and consumer discretionary spending and changes in consumer perceptions of dietary health and food safety; (3) our relationship with, and the success of, our franchisees and risks related to our fully franchised business model; (4) our franchisees’ financial stability and their ability to access and maintain the liquidity necessary to operate their businesses; (5) our supply chain operations; (6) our ownership and leasing of real estate; (7) the effectiveness of our marketing, advertising and digital programs and franchisee support of these programs; (8) significant and rapid fluctuations in interest rates and in the currency exchange markets and the effectiveness of our hedging activity; (9) our ability to successfully implement our domestic and international growth strategy for each of our brands and risks related to our international operations; (10) our reliance on franchisees, including subfranchisees, to accelerate restaurant growth; (11) the ability of the counterparties to our credit facilities and derivatives to fulfill their commitments and/or obligations; (12) evolving legislation and regulations in the area of franchise and labor and employment law; (13) changes in applicable tax laws or interpretations thereof, and our ability to accurately interpret and predict the impact of such changes or interpretations on our financial condition and results; and (14) our ability to address environmental and social sustainability issues.

We operate in a very competitive and rapidly changing environment and our inability to successfully manage any of the above risks may permit our competitors to increase their market share and may decrease our profitability. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Finally, our future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC and Canadian securities regulatory authorities on February 22, 2023, as well as other materials that we from time to time file with, or furnish to, the SEC or file with Canadian securities regulatory authorities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this section and elsewhere in this report. Other than as required under securities laws, we do not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise.

Part II – Other Information

Item 1. Legal Proceedings

See Part I, Notes to Condensed Consolidated Financial Statements, Note 15, Commitments and Contingencies.

Item 5. Other Information

During the three months ended June 30, 2023, no director or officer of RBI adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits

Exhibit Number	Description
31.1	Certification of Chief Executive Officer of Restaurant Brands International Inc., as general partner of Restaurant Brands International Limited Partnership, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer of Restaurant Brands International Inc., as general partner of Restaurant Brands International Limited Partnership, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer of Restaurant Brands International Inc., as general partner of Restaurant Brands International Limited Partnership, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer of Restaurant Brands International Inc., as general partner of Restaurant Brands International Limited Partnership, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

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

	RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP
	By:	Restaurant Brands International Inc., its general partner
Date: August 8, 2023	By:	/s/ Matthew Dunnigan
		Name:	Matthew Dunnigan
		Title:	Chief Financial Officer of Restaurant Brands International Inc. (principal financial officer) (duly authorized officer)

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Joshua Kobza, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Restaurant Brands International Limited Partnership;

2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Joshua Kobza

Joshua Kobza

Chief Executive Officer of Restaurant Brands International Inc., the Registrant’s sole general partner

Dated: August 8, 2023

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Matthew Dunnigan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Restaurant Brands International Limited Partnership;

2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Matthew Dunnigan

Matthew Dunnigan

Chief Financial Officer of Restaurant Brands International Inc., the Registrant’s sole general partner

Dated: August 8, 2023

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Restaurant Brands International Limited Partnership (the “Partnership”) for the quarter ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joshua Kobza, Chief Executive Officer of Restaurant Brands International Inc., certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Partnership.

/s/ Joshua Kobza

Joshua Kobza

Chief Executive Officer of Restaurant Brands International Inc., the Registrant’s sole general partner

Dated: August 8, 2023

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Restaurant Brands International Limited Partnership (the “Partnership”) for the quarter ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew Dunnigan, Chief Financial Officer of Restaurant Brands International Inc., certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Partnership.

/s/ Matthew Dunnigan

Matthew Dunnigan

Chief Financial Officer of Restaurant Brands International Inc., the Registrant’s sole general partner

Date: August 8, 2023

XML

Cover - shares	6 Months Ended
	Jun. 30, 2023	Aug. 01, 2023
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-36787
Entity Registrant Name	RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP
Entity Incorporation, State or Country Code	Z4
Entity Tax Identification Number	98-1206431
Entity Address, Address Line One	130 King Street West, Suite 300
Entity Address, Postal Zip Code	M5X 1E1
Entity Address, City or Town	Toronto,
Entity Address, State or Province	ON
City Area Code	905
Local Phone Number	339-6011
Title of 12(g) Security	Class B exchangeable limited partnership units
Trading Symbol	QSP
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001618755
Current Fiscal Year End Date	--12-31
Partnership exchangeable units
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		140,758,781
Class A common units
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		202,006,067

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 1,213		$ 1,178	$ 838		$ 1,087
Accounts and notes receivable, net of allowance of $37 and $36, respectively	639		614
Inventories, net	171		133
Prepaids and other current assets	167		123
Total current assets	2,190		2,048
Property and equipment, net of accumulated depreciation and amortization of $1,132 and $1,061, respectively	1,957		1,950
Operating lease assets, net	1,094		1,082
Intangible assets, net	11,120		10,991
Goodwill	5,772		5,688
Other assets, net	1,000		987
Total assets	23,133		22,746
Current liabilities:
Accounts and drafts payable	735		758
Other accrued liabilities	975		1,001
Gift card liability	174		230
Current portion of long-term debt and finance leases	132		127
Total current liabilities	2,016		2,116
Long-term debt, net of current portion	12,801		12,839
Finance leases, net of current portion	315		311
Operating lease liabilities, net of current portion	1,036		1,027
Other liabilities, net	960		872
Deferred income taxes, net	1,327		1,313
Total liabilities	18,455		18,478
Partners’ capital:
Accumulated other comprehensive income (loss)	(839)		(973)
Total Partners’ capital	4,676		4,266
Noncontrolling interests	2		2
Total equity	4,678	$ 4,311	4,268	$ 3,909	$ 3,961	$ 3,853
Total liabilities and equity	23,133		22,746
Class A common units
Partners’ capital:
Class A common units; 202,006,067 issued and outstanding at June 30, 2023 and December 31, 2022	9,107		8,735
Partnership exchangeable units
Partners’ capital:
Partnership exchangeable units; 140,758,781 issued and outstanding at June 30, 2023; 142,996,640 issued and outstanding at December 31, 2022	$ (3,592)		$ (3,496)

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Financing receivable, allowance for credit loss, current	$ 37	$ 36
Accumulated depreciation and amortization, property, plant, and equipment	$ 1,132	$ 1,061
Class A common units
Class A common units, issued (in shares)	202,006,067	202,006,067
Class A common units, outstanding (in shares)	202,006,067	202,006,067
Partnership exchangeable units
Partnership exchangeable units, issued (in shares)	140,758,781	142,996,640
Partnership exchangeable units, outstanding (in shares)	140,758,781	142,996,640

XML

Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenues:
Total revenues	$ 1,775		$ 1,639		$ 3,365	$ 3,090
Operating costs and expenses:
Cost of sales	612		584		1,162	1,078
Franchise and property expenses	130		125		253	255
Advertising expenses and other services	312		259		583	506
General and administrative expenses	163		146		338	279
(Income) loss from equity method investments	11		9		18	22
Other operating expenses (income), net	(7)		(25)		10	(41)
Total operating costs and expenses	1,221		1,098		2,364	2,099
Income from operations	554		541		1,001	991
Interest expense, net	145		129		287	256
Income before income taxes	409		412		714	735
Income tax expense	58		66		86	119
Net income	351	$ 277	346	$ 270	628	616
Net income attributable to noncontrolling interests	1		1		2	2
Net income attributable to common unitholders	350		345		626	614
Class A common units
Operating costs and expenses:
Net income attributable to common unitholders	$ 241		$ 236		$ 430	$ 419
Earnings per unit - basic and diluted
Earnings per unit, basic (in usd per share)	$ 1.19		$ 1.17		$ 2.13	$ 2.07
Earnings per unit, diluted (in usd per share)	$ 1.19		$ 1.17		$ 2.13	$ 2.07
Weighted average units outstanding - basic and diluted (in millions):
Weighted average number of unit outstanding, basic (in shares)	202		202		202	202
Weighted average number of units outstanding, diluted (in shares)	202		202		202	202
Partnership exchangeable units
Operating costs and expenses:
Net income attributable to common unitholders	$ 109		$ 109		$ 196	$ 195
Earnings per unit - basic and diluted
Earnings per unit, basic (in usd per share)	$ 0.77		$ 0.77		$ 1.39	$ 1.36
Earnings per unit, diluted (in usd per share)	$ 0.77		$ 0.77		$ 1.39	$ 1.36
Weighted average units outstanding - basic and diluted (in millions):
Weighted average number of unit outstanding, basic (in shares)	141		143		142	144
Weighted average number of units outstanding, diluted (in shares)	141		143		142	144
Sales
Revenues:
Total revenues	$ 744		$ 708		$ 1,412	$ 1,317
Franchise and property revenues
Revenues:
Total revenues	742		676		1,410	1,291
Advertising revenues and other services
Revenues:
Total revenues	$ 289		$ 255		$ 543	$ 482

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Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 351	$ 346	$ 628	$ 616
Foreign currency translation adjustment	194	(345)	234	(288)
Net change in fair value of net investment hedges, net of tax of $4, $(38), $8 and $(13)	(84)	226	(115)	191
Net change in fair value of cash flow hedges, net of tax of $(31), $(30), $(16) and $(90)	86	83	43	244
Amounts reclassified to earnings of cash flow hedges, net of tax of $6, $(6), $11 and $(13)	(17)	16	(30)	37
Gain (loss) recognized on other, net of tax of $0, $0, $0 and $0	2	1	2	2
Other comprehensive income (loss)	181	(19)	134	186
Comprehensive income (loss)	532	327	762	802
Comprehensive income (loss) attributable to noncontrolling interests	1	1	2	2
Comprehensive income (loss) attributable to common unitholders	$ 531	$ 326	$ 760	$ 800

XML

Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net change in fair value of net investment hedges, tax	$ 4	$ (38)	$ 8	$ (13)
Net change in fair value of cash flow hedges, tax	(31)	(30)	(16)	(90)
Amounts reclassified to earnings of cash flow hedges, tax	6	(6)	11	(13)
Gain (loss) recognized on other, tax	$ 0	$ 0	$ 0	$ 0

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Condensed Consolidated Statement of Equity - USD ($) $ in Millions	Total	Accumulated  Other Comprehensive Income (Loss)	Noncontrolling Interest	Class A common units	Class A common units Common Stock	Partnership exchangeable units	Partnership exchangeable units Partnership Exchangeable Units
Beginning balance Class A (in shares) at Dec. 31, 2021					202,006,067
Beginning balances at Dec. 31, 2021	$ 3,853	$ (1,024)	$ 3		$ 8,421		$ (3,547)
Beginning balance partnership exchangeable unit (in shares) at Dec. 31, 2021							144,993,458
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Distributions declared on Class A common units	(167)				(167)
Distributions declared on partnership exchangeable units	(78)						$ (78)
Exchange of Partnership exchangeable units for RBI common shares	0				84		$ (84)
Exchange of Partnership exchangeable units for RBI common shares (in shares)							(1,525,900)
Distribution to RBI for repurchase of RBI common shares	(161)				(161)
Capital contribution from RBI	40				40
Restaurant VIE contributions (distributions)	(1)		(1)
Net income	270		1		$ 183		$ 86
Other comprehensive income (loss)	205	205
Ending balance Class A (in shares) at Mar. 31, 2022					202,006,067
Ending balances at Mar. 31, 2022	3,961	(819)	3		$ 8,400		$ (3,623)
Ending balance partnership exchangeable units (in shares) at Mar. 31, 2022							143,467,558
Beginning balance Class A (in shares) at Dec. 31, 2021					202,006,067
Beginning balances at Dec. 31, 2021	3,853	(1,024)	3		$ 8,421		$ (3,547)
Beginning balance partnership exchangeable unit (in shares) at Dec. 31, 2021							144,993,458
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	616
Other comprehensive income (loss)	186
Ending balance Class A (in shares) at Jun. 30, 2022					202,006,067
Ending balances at Jun. 30, 2022	3,909	(838)	3		$ 8,343		$ (3,599)
Ending balance partnership exchangeable units (in shares) at Jun. 30, 2022							143,316,404
Beginning balance Class A (in shares) at Mar. 31, 2022					202,006,067
Beginning balances at Mar. 31, 2022	3,961	(819)	3		$ 8,400		$ (3,623)
Beginning balance partnership exchangeable unit (in shares) at Mar. 31, 2022							143,467,558
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Distributions declared on Class A common units	(166)				(166)
Distributions declared on partnership exchangeable units	(77)						$ (77)
Exchange of Partnership exchangeable units for RBI common shares	0				8		$ (8)
Exchange of Partnership exchangeable units for RBI common shares (in shares)							(151,154)
Distribution to RBI for repurchase of RBI common shares	(165)				(165)
Capital contribution from RBI	30				30
Restaurant VIE contributions (distributions)	(1)		(1)
Net income	346		1		$ 236		$ 109
Other comprehensive income (loss)	(19)	(19)
Ending balance Class A (in shares) at Jun. 30, 2022					202,006,067
Ending balances at Jun. 30, 2022	3,909	(838)	3		$ 8,343		$ (3,599)
Ending balance partnership exchangeable units (in shares) at Jun. 30, 2022							143,316,404
Beginning balance Class A (in shares) at Dec. 31, 2022				202,006,067	202,006,067
Beginning balances at Dec. 31, 2022	4,268	(973)	2		$ 8,735		$ (3,496)
Beginning balance partnership exchangeable unit (in shares) at Dec. 31, 2022						142,996,640	142,996,640
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Distributions declared on Class A common units	(171)				(171)
Distributions declared on partnership exchangeable units	(77)						$ (77)
Exchange of Partnership exchangeable units for RBI common shares	0				136		$ (136)
Exchange of Partnership exchangeable units for RBI common shares (in shares)							(2,214,072)
Capital contribution from RBI	62				62
Restaurant VIE contributions (distributions)	(1)		(1)
Net income	277		1		$ 189		$ 87
Other comprehensive income (loss)	(47)	(47)
Ending balance Class A (in shares) at Mar. 31, 2023					202,006,067
Ending balances at Mar. 31, 2023	4,311	(1,020)	2		$ 8,951		$ (3,622)
Ending balance partnership exchangeable units (in shares) at Mar. 31, 2023							140,782,568
Beginning balance Class A (in shares) at Dec. 31, 2022				202,006,067	202,006,067
Beginning balances at Dec. 31, 2022	4,268	(973)	2		$ 8,735		$ (3,496)
Beginning balance partnership exchangeable unit (in shares) at Dec. 31, 2022						142,996,640	142,996,640
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exchange of Partnership exchangeable units for RBI common shares (in shares)						(2,237,859)
Net income	628
Other comprehensive income (loss)	134
Ending balance Class A (in shares) at Jun. 30, 2023				202,006,067	202,006,067
Ending balances at Jun. 30, 2023	4,678	(839)	2		$ 9,107		$ (3,592)
Ending balance partnership exchangeable units (in shares) at Jun. 30, 2023						140,758,781	140,758,781
Beginning balance Class A (in shares) at Mar. 31, 2023					202,006,067
Beginning balances at Mar. 31, 2023	4,311	(1,020)	2		$ 8,951		$ (3,622)
Beginning balance partnership exchangeable unit (in shares) at Mar. 31, 2023							140,782,568
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Distributions declared on Class A common units	(172)				(172)
Distributions declared on partnership exchangeable units	(77)						$ (77)
Exchange of Partnership exchangeable units for RBI common shares	0				2		$ (2)
Exchange of Partnership exchangeable units for RBI common shares (in shares)							(23,787)
Capital contribution from RBI	85				85
Restaurant VIE contributions (distributions)	(1)		(1)
Net income	351		1		$ 241		$ 109
Other comprehensive income (loss)	181	181
Ending balance Class A (in shares) at Jun. 30, 2023				202,006,067	202,006,067
Ending balances at Jun. 30, 2023	$ 4,678	$ (839)	$ 2		$ 9,107		$ (3,592)
Ending balance partnership exchangeable units (in shares) at Jun. 30, 2023						140,758,781	140,758,781

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Condensed Consolidated Statement of Equity (Parenthetical) - $ / shares	3 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022
Class A common units
Cash dividend declared (in usd per share)	$ 0.85	$ 0.85	$ 0.82	$ 0.83
Partnership exchangeable units
Cash dividend declared (in usd per share)	$ 0.55	$ 0.55	$ 0.54	$ 0.54

XML

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net income	$ 628	$ 616
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	95	97
Amortization of deferred financing costs and debt issuance discount	14	14
(Income) loss from equity method investments	18	22
(Gain) loss on remeasurement of foreign denominated transactions	7	(52)
Net (gains) losses on derivatives	(72)	27
Share-based compensation and non-cash incentive compensation expense	92	59
Deferred income taxes	(40)	0
Other	(6)	2
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	(29)	4
Inventories and prepaids and other current assets	(45)	(27)
Accounts and drafts payable	(31)	99
Other accrued liabilities and gift card liability	(135)	(199)
Tenant inducements paid to franchisees	(9)	(6)
Other long-term assets and liabilities	0	13
Net cash provided by operating activities	487	669
Cash flows from investing activities:
Payments for property and equipment	(48)	(28)
Net proceeds from disposal of assets, restaurant closures, and refranchisings	13	10
Net payments in connection with purchase of Firehouse Subs	0	(12)
Settlement/sale of derivatives, net	28	9
Other investing activities, net	(1)	(25)
Net cash (used for) provided by investing activities	(8)	(46)
Cash flows from financing activities:
Proceeds from long-term debt	2	2
Repayments of long-term debt and finance leases	(68)	(47)
Distributions on Class A common and Partnership exchangeable units	(492)	(485)
Distribution to RBI for repurchase of RBI common shares	0	(326)
Capital contribution from RBI	49	4
(Payments) proceeds from derivatives	63
(Payments) proceeds from derivatives		(6)
Other financing activities, net	(2)	(2)
Net cash (used for) provided by financing activities	(448)	(860)
Effect of exchange rates on cash and cash equivalents	4	(12)
Increase (decrease) in cash and cash equivalents	35	(249)
Cash and cash equivalents at beginning of period	1,178	1,087
Cash and cash equivalents at end of period	1,213	838
Supplemental cash flow disclosures:
Interest paid	380	209
Income taxes paid	$ 146	$ 120

XML

Description of Business and Organization

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business and Organization

Description of Business and Organization

Restaurant Brands International Limited Partnership (“Partnership”, “we”, “us” or “our”) is a Canadian limited partnership. We franchise and operate quick service restaurants serving premium coffee and other beverage and food products under the Tim Hortons® brand (“Tim Hortons” or “TH”), fast food hamburgers principally under the Burger King® brand (“Burger King” or “BK”), chicken principally under the Popeyes® brand (“Popeyes” or “PLK”) and sandwiches under the Firehouse Subs® brand (“Firehouse” or “FHS”). We are one of the world’s largest quick service restaurant, or QSR, companies as measured by total number of restaurants. As of June 30, 2023, we franchised or owned 5,662 Tim Hortons restaurants, 18,935 Burger King restaurants, 4,269 Popeyes restaurants and 1,259 Firehouse Subs restaurants, for a total of 30,125 restaurants, and operate in more than 100 countries. Approximately 100% of current system-wide restaurants are franchised.

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

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

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Basis of Presentation and Consolidation

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Consolidation

Basis of Presentation and Consolidation

We have prepared the accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. Therefore, the Financial Statements should be read in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K filed with the SEC and Canadian securities regulatory authorities on February 22, 2023.

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

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

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

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

Supplier Finance Programs

Our TH business includes individually negotiated contracts with suppliers, which include payment terms that range up to 120 days. A global financial institution offers a voluntary supply chain finance (“SCF”) program to certain TH vendors, which provides suppliers that elect to participate with the ability to elect early payment, which is discounted based on the payment terms and a rate based on RBI's credit rating, which may be beneficial to the vendor. Participation in the SCF program is at the sole discretion of the suppliers and financial institution and we are not a party to the arrangements between the suppliers and the financial institution. Our obligations to suppliers are not affected by the suppliers’ decisions to participate in the SCF program and our payment terms remain the same based on the original supplier invoicing terms and conditions. No guarantees are provided by us or any of our subsidiaries in connection with the SCF Program.

Our confirmed outstanding obligations under the SCF program at June 30, 2023 and December 31, 2022 totaled $36 million and $47 million, respectively, and are classified as Accounts and drafts payable in our condensed consolidated balance sheets. All activity related to the obligations is classified as Cost of sales in our condensed consolidated statements of operations and presented within cash flows from operating activities in our condensed consolidated statements of cash flows.

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New Accounting Pronouncements	6 Months Ended
	Jun. 30, 2023
Accounting Changes and Error Corrections [Abstract]
New Accounting Pronouncements	New Accounting PronouncementsAccounting Relief for the Transition Away from LIBOR and Certain other Reference Rates – In March 2020 and as clarified in January 2021 and December 2022, the Financial Accounting Standards Board (“FASB”) issued guidance which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This amendment is effective as of March 12, 2020 through December 31, 2024. The expedients and exceptions provided by this new guidance do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2024, except for hedging relationships existing as of December 31, 2024, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationships. During 2021, we adopted certain of the expedients as it relates to hedge accounting as certain of our debt agreements and hedging relationships bear interest at variable rates, primarily U.S. dollar LIBOR. Additionally, following the discontinuance of the U.S. dollar LIBOR after June 30, 2023, the Financial Conduct Authority (“FCA”) has decided to require the publication of a U.S. dollar LIBOR using a synthetic methodology (“synthetic U.S. dollar LIBOR”) until September 30, 2024. We expect to use the synthetic U.S. dollar LIBOR for the Eurocurrency rate under our Term Loan B facility during that period. The adoption of and future elections under this new guidance did not and are not expected to have a material impact on our Financial Statements. We will continue to monitor the discontinuance of LIBOR on our debt agreements and hedging relationships. Liabilities—Supplier Finance Programs – In September 2022, the FASB issued guidance that requires buyers in a supplier finance program to disclose sufficient information about the program to allow investors to understand the program's nature, activity during the period, changes from period to period, and potential magnitude. These disclosures would include the key terms of the program, as well as the obligation amount that the buyer has confirmed as valid to the third party that is outstanding at the end of the reporting period, a rollforward of that amount, and a description of where that amount is presented in the balance sheet. This amendment is effective in 2023, except for the amendment on rollforward information which is effective in 2024, with early adoption permitted. This guidance should be applied retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively. During the first quarter of 2023, we adopted this guidance and added necessary disclosures upon adoption as disclosed in Note 2, Basis of Presentation and Consolidation.

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Leases

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Leases

Leases

Property revenues consist primarily of lease income from operating leases and earned income on direct financing leases and sales-type leases with franchisees as follows (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Lease income - operating leases
Minimum lease payments	$	97	$	101	$	195	$	214
Variable lease payments	119		106		215		179
Amortization of favorable and unfavorable income lease contracts, net	1		1		1		1
Subtotal - lease income from operating leases	217		208		411		394
Earned income on direct financing and sales-type leases	3		1		5		3
Total property revenues	$	220	$	209	$	416	$	397

Leases

Leases

Property revenues consist primarily of lease income from operating leases and earned income on direct financing leases and sales-type leases with franchisees as follows (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Lease income - operating leases
Minimum lease payments	$	97	$	101	$	195	$	214
Variable lease payments	119		106		215		179
Amortization of favorable and unfavorable income lease contracts, net	1		1		1		1
Subtotal - lease income from operating leases	217		208		411		394
Earned income on direct financing and sales-type leases	3		1		5		3
Total property revenues	$	220	$	209	$	416	$	397

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Revenue Recognition

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Revenue Recognition

Contract Liabilities

Contract liabilities consist of deferred revenue resulting from initial and renewal franchise fees paid by franchisees, as well as upfront fees paid by master franchisees, which are generally recognized on a straight-line basis over the term of the underlying agreement. We may recognize unamortized franchise fees and upfront fees when a contract with a franchisee or master franchisee is modified and is accounted for as a termination of the existing contract. We classify these contract liabilities as Other liabilities, net in our condensed consolidated balance sheets. The following table reflects the change in contract liabilities on a consolidated basis between December 31, 2022 and June 30, 2023 (in millions):

Contract Liabilities
Balance at December 31, 2022	$	540
Recognized during period and included in the contract liability balance at the beginning of the year	(30)
Increase, excluding amounts recognized as revenue during the period	24
Impact of foreign currency translation	4
Balance at June 30, 2023	$	538

The following table illustrates estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) on a consolidated basis as of June 30, 2023 (in millions):

Contract liabilities expected to be recognized in
Remainder of 2023	$	27
2024	52
2025	49
2026	46
2027	43
Thereafter	321
Total	$	538

Disaggregation of Total Revenues

The following tables disaggregate revenue by segment (in millions):

	Three months ended June 30, 2023
	TH		BK		PLK		FHS		Total
Sales	$	688	$	24	$	22	$	10	$	744
Royalties	90		302		81		18		491
Property revenues	158		58		4		—		220
Franchise fees and other revenue	7		13		5		6		31
Advertising revenues and other services	73		132		70		14		289
Total revenues	$	1,016	$	529	$	182	$	48	$	1,775

	Six months ended June 30, 2023
	TH		BK		PLK		FHS		Total
Sales	$	1,306	$	43	$	43	$	20	$	1,412
Royalties	167		575		156		35		933
Property revenues	295		114		7		—		416
Franchise fees and other revenue	13		28		8		12		61
Advertising revenues and other services	135		253		136		19		543
Total revenues	$	1,916	$	1,013	$	350	$	86	$	3,365

	Three months ended June 30, 2022
	TH		BK		PLK		FHS		Total
Sales	$	661	$	17	$	20	$	10	$	708
Royalties	83		266		72		17		438
Property revenues	149		57		3		—		209
Franchise fees and other revenue	6		12		6		5		29
Advertising revenues and other services	69		121		64		1		255
Total revenues	$	968	$	473	$	165	$	33	$	1,639

	Six months ended June 30, 2022
	TH		BK		PLK		FHS		Total
Sales	$	1,227	$	33	$	37	$	20	$	1,317
Royalties	152		517		139		33		841
Property revenues	279		112		6		—		397
Franchise fees and other revenue	13		24		7		9		53
Advertising revenues and other services	126		230		124		2		482
Total revenues	$	1,797	$	916	$	313	$	64	$	3,090

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Earnings per Unit

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Earnings per Unit

Earnings per Unit

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

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

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Allocation of net income among partner interests:
Net income allocated to Class A common unitholders	$	241	$	236	$	430	$	419
Net income allocated to Partnership exchangeable unitholders	109		109		196		195
Net income attributable to common unitholders	$	350	$	345	$	626	$	614
Denominator - basic and diluted partnership units:
Weighted average Class A common units	202		202		202		202
Weighted average Partnership exchangeable units	141		143		142		144
Earnings per unit - basic and diluted:
Class A common units (a)	$	1.19	$	1.17	$	2.13	$	2.07
Partnership exchangeable units (a)	$	0.77	$	0.77	$	1.39	$	1.36

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

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Intangible Assets, net and Goodwill

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, net and Goodwill

Intangible Assets, net and Goodwill

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

	As of
	June 30, 2023						December 31, 2022
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Identifiable assets subject to amortization:
Franchise agreements	$	727	$	(331)	$	396	$	720	$	(313)	$	407
Favorable leases	87		(57)		30		90		(57)		33
Subtotal	814		(388)		426		810		(370)		440
Indefinite-lived intangible assets:
Tim Hortons brand	$	6,424	$	—	$	6,424	$	6,292	$	—	$	6,292
Burger King brand	2,099		—		2,099		2,088		—		2,088
Popeyes brand	1,355		—		1,355		1,355		—		1,355
Firehouse Subs brand	816		—		816		816		—		816
Subtotal	10,694		—		10,694		10,551		—		10,551
Intangible assets, net					$	11,120					$	10,991
Goodwill:
Tim Hortons segment	$	4,140					$	4,059
Burger King segment	593						590
Popeyes segment	846						846
Firehouse Subs segment	193						193
Total	$	5,772					$	5,688

Amortization expense on intangible assets totaled $10 million for the three months ended June 30, 2023 and 2022. Amortization expense on intangible assets totaled $19 million and $20 million for the six months ended June 30, 2023 and 2022, respectively. The change in brands and goodwill balances during the six months ended June 30, 2023 was due to the impact of foreign currency translation.

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Equity Method Investments

6 Months Ended

Jun. 30, 2023

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments

Equity Method Investments

The aggregate carrying amounts of our equity method investments were $140 million and $167 million as of June 30, 2023 and December 31, 2022, respectively, and are included as a component of Other assets, net in our accompanying condensed consolidated balance sheets.

Except for the following equity method investments, no quoted market prices are available for our other equity method investments. The aggregate market value of our 14.8% equity interest in Carrols Restaurant Group, Inc. based on the quoted market price on June 30, 2023 was approximately $47 million. The aggregate market value of our 9.4% equity interest in BK Brasil Operação e Assessoria a Restaurantes S.A. based on the quoted market price on June 30, 2023 was approximately $24 million. The aggregate market value of our 4.2% equity interest in TH International Limited based on the quoted market price on June 30, 2023 was approximately $20 million.

We have equity interests in entities that own or franchise Tim Hortons, Burger King and Popeyes restaurants. Sales, 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 June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues from affiliates:
Royalties	$	103	$	86	$	195	$	174
Advertising revenues and other services	20		18		38		34
Property revenues	9		8		18		15
Franchise fees and other revenue	4		5		9		9
Sales	6		4		10		8
Total	$	142	$	121	$	270	$	240

At June 30, 2023 and December 31, 2022, we had $54 million and $42 million, respectively, of accounts receivable, net from our equity method investments which were recorded in Accounts and notes receivable, net in our condensed consolidated balance sheets.

With respect to our 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 $3 million and $2 million during the three months ended June 30, 2023 and 2022, respectively. Distributions received from this joint venture were $6 million and $5 million during the six months ended June 30, 2023 and 2022, respectively.

Associated with the TIMWEN Partnership, we recognized $6 million and $5 million of rent expense during the three months ended June 30, 2023 and 2022, respectively, and $10 million and $9 million of rent expense during the six months ended June 30, 2023 and 2022, respectively.

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

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Other Accrued Liabilities and Other Liabilities, net

6 Months Ended

Jun. 30, 2023

Other Liabilities Disclosure [Abstract]

Other Accrued Liabilities and Other Liabilities, net

Other Accrued Liabilities and Other Liabilities, net

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

	As of
	June 30, 2023		December 31, 2022
Current:
Distribution payable	$	249	$	243
Interest payable	64		89
Accrued compensation and benefits	84		124
Taxes payable	204		190
Deferred income	77		43
Accrued advertising expenses	50		37
Restructuring and other provisions	22		29
Current portion of operating lease liabilities	141		137
Other	84		109
Other accrued liabilities	$	975	$	1,001
Noncurrent:
Taxes payable	$	143	$	139
Contract liabilities	538		540
Derivatives liabilities	116		34
Unfavorable leases	47		50
Accrued pension	41		40
Deferred income	51		44
Other	24		25
Other liabilities, net	$	960	$	872

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Long-Term Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

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

	As of
	June 30, 2023		December 31, 2022
Term Loan B	$	5,163	$	5,190
Term Loan A	1,234		1,250
3.875% First Lien Senior Notes due 2028	1,550		1,550
3.50% First Lien Senior Notes due 2029	750		750
5.75% First Lien Senior Notes due 2025	500		500
4.375% Second Lien Senior Notes due 2028	750		750
4.00% Second Lien Senior Notes due 2030	2,900		2,900
TH Facility and other	152		155
Less: unamortized deferred financing costs and deferred issue discount	(98)		(111)
Total debt, net	12,901		12,934
Less: current maturities of debt	(100)		(95)
Total long-term debt	$	12,801	$	12,839

Credit Facilities

Following the discontinuance of the U.S. dollar LIBOR after June 30, 2023, the FCA has decided to require the publication of a synthetic U.S. dollar LIBOR until September 30, 2024. We expect to use the synthetic U.S. dollar LIBOR for the Eurocurrency rate under our Term Loan B facility during that period.

Revolving Credit Facility

As of June 30, 2023, we had no amounts outstanding under our senior secured revolving credit facility (the “Revolving Credit Facility”), had $2 million of letters of credit issued against the Revolving Credit Facility, and our borrowing availability under our Revolving Credit Facility was $998 million. Funds available under the Revolving Credit Facility may be used to repay other debt, finance debt or RBI share repurchases or repurchases of Class B exchangeable limited partnership units, fund acquisitions or capital expenditures and for other general corporate purposes. We have a $125 million letter of credit sublimit as part of the Revolving Credit Facility, which reduces our borrowing availability thereunder by the cumulative amount of outstanding letters of credit.

TH Facility

One of our subsidiaries entered into a non-revolving delayed drawdown term credit facility in a total aggregate principal amount of C$225 million with a maturity date of October 4, 2025 (the “TH Facility”). The interest rate applicable to the TH Facility is the Canadian Bankers’ Acceptance rate plus an applicable margin equal to 1.40% or the Prime Rate plus an applicable margin equal to 0.40%, at our option. Obligations under the TH Facility are guaranteed by four of our subsidiaries, and amounts borrowed under the TH Facility are secured by certain parcels of real estate. As of June 30, 2023, we had approximately C$190 million outstanding under the TH Facility with a weighted average interest rate of 6.62%.

Restrictions and Covenants

As of June 30, 2023, we were in compliance with all applicable financial debt covenants under our senior secured term loan facilities and Revolving Credit Facility (together the "Credit Facilities"), the TH Facility, and the indentures governing our Senior Notes.

Fair Value Measurement

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

	As of
	June 30, 2023		December 31, 2022
Fair value of our variable term debt and senior notes	$	12,053	$	11,885
Principal carrying amount of our variable term debt and senior notes	12,847		12,890

Interest Expense, net

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Debt (a)	$	142	$	118	$	280	$	233
Finance lease obligations	5		5		9		10
Amortization of deferred financing costs and debt issuance discount	7		7		14		14
Interest income	(9)		(1)		(16)		(1)
Interest expense, net	$	145	$	129	$	287	$	256

(a)Amount includes $16 million and $12 million benefit during the three months ended June 30, 2023 and 2022, respectively, and $31 million and $23 million benefit during the six months ended June 30, 2023 and 2022, respectively, related to the quarterly net settlements of our cross-currency rate swaps and amortization of the Excluded Component as defined in Note 13, Derivative Instruments.

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Income Taxes	6 Months Ended
	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesOur effective tax rate was 14.3% and 12.1% for the three and six months ended June 30, 2023, respectively. The effective tax rate during these periods reflect the mix of income from multiple tax jurisdictions, the impact of internal financing arrangements and favorable structural changes implemented in 2022. Our effective tax rate was 15.9% and 16.2% for the three and six months ended June 30, 2022, respectively. The effective tax rate during these periods reflect the mix of income from multiple tax jurisdictions, the impact of internal financing arrangements and favorable structural changes implemented in 2022.

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Equity

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Equity

Equity

During the six months ended June 30, 2023, Partnership exchanged 2,237,859 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 issuances of shares were accounted for as capital contributions by RBI to Partnership. The exchanges of Partnership exchangeable units were recorded as increases to the Class A common units balance within partners’ capital in our consolidated balance sheet in an amount equal to the market value of the newly issued RBI common shares and a reduction to the Partnership exchangeable units balance within partners’ capital of our consolidated balance sheet in an amount equal to the cash paid by Partnership, if any, and the market value of the newly issued RBI common shares. Pursuant to the terms of the partnership agreement, upon the exchange of Partnership exchangeable units, each such Partnership exchangeable unit is automatically deemed cancelled concurrently with the exchange.

Accumulated Other Comprehensive Income (Loss)

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

	Derivatives		Pensions		Foreign Currency Translation		Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2022	$	944	$	(24)	$	(1,893)	$	(973)
Foreign currency translation adjustment	—		—		234		234
Net change in fair value of derivatives, net of tax	(72)		—		—		(72)
Amounts reclassified to earnings of cash flow hedges, net of tax	(30)		—		—		(30)
Gain (loss) recognized on other, net of tax	—		2		—		2
Balance at June 30, 2023	$	842	$	(22)	$	(1,659)	$	(839)

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Derivative Instruments

6 Months Ended

Jun. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

Derivative Instruments

Disclosures about Derivative Instruments and Hedging Activities

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

Interest Rate Swaps

At June 30, 2023, we had outstanding receive-variable, pay-fixed interest rate swaps with a total notional value of $3,500 million to hedge the variability in the interest payments on a portion of our senior secured term loan facilities (the “Term Loan Facilities”), including any subsequent refinancing or replacement of the Term Loan Facilities, beginning August 31, 2021 through the termination date of October 31, 2028. Additionally, at June 30, 2023, we also had outstanding receive-variable, pay-fixed interest rate swaps with a total notional value of $500 million to hedge the variability in the interest payments on a portion of our Term Loan Facilities effective September 30, 2019 through the termination date of September 30, 2026. Following the discontinuance of the U.S. dollar LIBOR after June 30, 2023, the interest rate on all these interest rate swaps transitioned from LIBOR to SOFR, with no impact to hedge effectiveness and no change in accounting treatment as a result of applicable accounting relief guidance for the transition away from LIBOR. At inception, all of these interest rate swaps were designated as cash flow hedges for hedge accounting. The unrealized changes in market value are recorded in AOCI, net of tax, and reclassified into interest expense during the period in which the hedged forecasted transaction affects earnings. The net amount of pre-tax gains in connection with these net unrealized gains in AOCI as of June 30, 2023 that we expect to be reclassified into interest expense within the next 12 months is $117 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 June 30, 2023, we had outstanding cross-currency rate swap contracts between the Canadian dollar and U.S. dollar and the Euro and U.S. dollar that have been designated as net investment hedges of a portion of our equity in foreign operations in those currencies. The component of the gains and losses on our net investment in these designated foreign operations driven by changes in foreign exchange rates are economically partly offset by movements in the fair value of our cross-currency swap contracts. The fair value of the swaps is calculated each period with changes in fair value reported in AOCI, net of tax. Such amounts will remain in AOCI until the complete or substantially complete liquidation of our investment in the underlying foreign operations.

At June 30, 2023, we had outstanding cross-currency rate swaps that we entered into during 2022 to partially hedge the net investment in our Canadian subsidiaries. At inception, these cross-currency rate swaps were designated as a hedge and are accounted for as net investment hedges. These swaps are contracts in which we receive quarterly fixed-rate interest payments on the U.S. dollar notional amount of $5,000 million through the maturity date of September 30, 2028.

At June 30, 2023, we had outstanding cross-currency rate swaps in which we pay quarterly fixed-rate interest payments on the Euro notional value of €1,108 million and receive quarterly fixed-rate interest payments on the U.S. dollar notional value of $1,200 million. At inception, these cross-currency rate swaps were designated as a hedge and are accounted for as a net investment hedge. During 2018, we extended the term of the swaps from March 31, 2021 to the maturity date of February 17, 2024. The extension of the term resulted in a re-designation of the hedge and the swaps continue to be accounted for as a net investment hedge. Additionally, at June 30, 2023, we also had outstanding cross-currency rate swaps in which we receive quarterly fixed-rate interest payments on the U.S. dollar notional value of $400 million, entered during 2018, and $500 million, entered during 2019, through the maturity date of February 17, 2024 and $150 million, entered during 2021, through the maturity date of October 31, 2028. At inception, these cross-currency rate swaps were designated as a hedge and are accounted for as a net investment hedge.

In connection with the cross-currency rate swaps hedging Canadian dollar and Euro net investments, we utilize the spot method to exclude the interest component (the “Excluded Component”) from the accounting hedge without affecting net investment hedge accounting and amortize the Excluded Component over the life of the derivative instrument. The amortization of the Excluded Component is recognized in Interest expense, net in the condensed consolidated statement of operations. The change in fair value that is not related to the Excluded Component is recorded in AOCI and will be reclassified to earnings when the foreign subsidiaries are sold or substantially liquidated.

Foreign Currency Exchange Contracts

We use foreign exchange derivative instruments to manage the impact of foreign exchange fluctuations on U.S. dollar purchases and payments, such as coffee purchases made by our Canadian Tim Hortons operations. At June 30, 2023, 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 $203 million with maturities to August 2024. We have designated these instruments as cash flow hedges, and as such, the unrealized changes in market value of effective hedges are recorded in AOCI and are reclassified into earnings during the period in which the hedged forecasted transaction affects earnings.

Credit Risk

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

Credit-Risk Related Contingent Features

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

Quantitative Disclosures about Derivative Instruments and Fair Value Measurements

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

	Gain or (Loss) Recognized in Other Comprehensive Income (Loss)
	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Derivatives designated as cash flow hedges(1)
Interest rate swaps	$	120	$	107	$	63	$	330
Forward-currency contracts	$	(3)	$	6	$	(4)	$	4
Derivatives designated as net investment hedges
Cross-currency rate swaps	$	(88)	$	264	$	(123)	$	204

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

	Location of Gain or (Loss) Reclassified from AOCI into Earnings	Gain or (Loss) Reclassified from AOCI into Earnings
		Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022		2023		2022
Derivatives designated as cash flow hedges
Interest rate swaps	Interest expense, net	$	20	$	(23)	$	35	$	(52)
Forward-currency contracts	Cost of sales	$	3	$	1	$	6	$	2
	Location of Gain or (Loss) Recognized in Earnings	Gain or (Loss) Recognized in Earnings (Amount Excluded from Effectiveness Testing)
		Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022		2023		2022
Derivatives designated as net investment hedges
Cross-currency rate swaps	Interest expense, net	$	16	$	12	$	31	$	23

	Fair Value as of
	June 30, 2023		December 31, 2022		Balance Sheet Location
Assets:
Derivatives designated as cash flow hedges
Interest rate	$	283	$	280	Other assets, net
Foreign currency	1		7		Prepaids and other current assets
Derivatives designated as net investment hedges
Foreign currency	42		78		Other assets, net
Total assets at fair value	$	326	$	365
Liabilities:
Derivatives designated as cash flow hedges
Foreign currency	$	3	$	—	Other accrued liabilities
Derivatives designated as net investment hedges
Foreign currency	116		34		Other liabilities, net
Total liabilities at fair value	$	119	$	34

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Other Operating Expenses (Income), net

6 Months Ended

Jun. 30, 2023

Other Income and Expenses [Abstract]

Other Operating Expenses (Income), net

Other Operating Expenses (Income), net

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net losses (gains) on disposal of assets, restaurant closures, and refranchisings	$	(9)	$	(1)	$	(11)	$	1
Litigation settlements (gains) and reserves, net	(3)		2		(2)		3
Net losses (gains) on foreign exchange	(1)		(31)		7		(52)
Other, net	6		5		16		7
Other operating expenses (income), net	$	(7)	$	(25)	$	10	$	(41)

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, primarily those denominated in Euros and Canadian dollars.

Other, net for 2023 is primarily related to payments in connection with FHS area representative buyouts.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Litigation

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

On October 5, 2018, a class action complaint was filed against Burger King Worldwide, Inc. (“BKW”) and Burger King Company, successor in interest, (“BKC”) in the U.S. District Court for the Southern District of Florida by Jarvis Arrington, individually and on behalf of all others similarly situated. On October 18, 2018, a second class action complaint was filed against RBI, BKW and BKC in the U.S. District Court for the Southern District of Florida by Monique Michel, individually and on behalf of all others similarly situated. On October 31, 2018, a third class action complaint was filed against BKC and BKW in the U.S. District Court for the Southern District of Florida by Geneva Blanchard and Tiffany Miller, individually and on behalf of all others similarly situated. On November 2, 2018, a fourth class action complaint was filed against RBI, BKW and BKC in the U.S. District Court for the Southern District of Florida by Sandra Munster, individually and on behalf of all others similarly situated. These complaints have been consolidated and allege that the defendants violated Section 1 of the Sherman Act by incorporating an employee no-solicitation and no-hiring clause in the standard form franchise agreement all Burger King franchisees are required to sign. Each plaintiff seeks injunctive relief and damages for himself or herself and other members of the class. On March 24, 2020, the Court granted BKC’s motion to dismiss for failure to state a claim and on April 20, 2020 the plaintiffs filed a motion for leave to amend their complaint. On April 27, 2020, BKC filed a motion opposing the motion for leave to amend. The court denied the plaintiffs motion for leave to amend their complaint in August 2020 and the plaintiffs appealed this ruling. In August 2022, the federal appellate court reversed the lower court's decision to dismiss the case and remanded the case to the lower court for further proceedings. While we currently believe these claims are without merit, we are unable to predict the ultimate outcome of this case or estimate the range of possible loss, if any.

On October 26, 2020, City of Warwick Municipal Employees Pension Fund, a purported stockholder of RBI, individually and putatively on behalf of all other stockholders similarly situated, filed a lawsuit in the Supreme Court of the State of New York County of New York naming RBI and certain of our officers, directors and shareholders as defendants alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, as amended, in connection with certain offerings of securities by an affiliate in August and September 2019. The complaint alleges that the shelf registration statement used in connection with such offering contained certain false and/or misleading statements or omissions. The complaint seeks, among other relief, class certification of the lawsuit, unspecified compensatory damages, rescission, pre-judgement and post-judgement interest, costs and expenses. On December 18, 2020 the plaintiffs filed an amended complaint and on February 16, 2021 RBI filed a motion to dismiss the complaint. The plaintiffs filed a brief in opposition to the motion on April 19, 2021 and RBI filed a reply in May 2021. The motion to dismiss was heard in April 2022 and the motion to dismiss was denied in May 2022. On June 6, 2022, we filed an answer to the complaint and on July 8, 2022, we filed an appeal of the denial of the motion to dismiss. On November 10, 2022, the appellate division reversed the trial court and ordered that the complaint be dismissed. Plaintiffs moved for leave to appeal to the Court of Appeals of the State of New York, which RBI opposed, and on March 21, 2023, the Court of Appeals denied leave to appeal. As that decision is now final, we do not anticipate any further proceedings in this matter.

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Segment Reporting

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Segment Reporting

Segment Reporting

As stated in Note 1, Description of Business and Organization, we manage four 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. Under the Firehouse Subs brand, we operate in the specialty subs category of the quick service segment of the restaurant industry. Our business generates revenue from the following sources: (i) sales, consisting primarily of supply chain sales, which represent sales of products, supplies and restaurant equipment to franchisees, as well as sales to retailers and sales at restaurants owned by us (“Company restaurants”); (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) advertising revenues and other services, consisting primarily of advertising fund contributions based on a percentage of sales reported by franchise restaurants. We manage each of our brands as an operating segment and each operating segment represents a reportable segment.

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues by operating segment:
TH	$	1,016	$	968	$	1,916	$	1,797
BK	529		473		1,013		916
PLK	182		165		350		313
FHS	48		33		86		64
Total revenues	$	1,775	$	1,639	$	3,365	$	3,090

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues by country (a):
Canada	$	918	$	878	$	1,727	$	1,625
United States	631		571		1,204		1,092
Other	226		190		434		373
Total revenues	$	1,775	$	1,639	$	3,365	$	3,090

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

Our measure of segment income is Adjusted EBITDA. Adjusted EBITDA represents earnings (net income or loss) before interest expense, net, loss on early extinguishment of debt, income tax (benefit) expense, and depreciation and amortization, adjusted to exclude (i) the non-cash impact of share-based compensation and non-cash incentive compensation expense, (ii) (income) loss from equity method investments, net of cash distributions received from equity method investments, (iii) other operating expenses (income), net and, (iv) income/expenses from non-recurring projects and non-operating activities. For the periods referenced, income/expenses from non-recurring projects and non-operating activities included (i) non-recurring fees and expense incurred in connection with the acquisition of Firehouse consisting of professional fees, compensation-related expenses and integration costs (“FHS Transaction costs”); and (ii) non-operating costs from professional advisory and consulting services associated with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movements, including services related to significant tax reform legislation and regulations (“Corporate restructuring and advisory fees”).

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Segment income:
TH	$	290	$	274	$	541	$	505
BK	288		270		544		499
PLK	73		61		139		117
FHS	14		13		29		27
Adjusted EBITDA	665		618		1,253		1,148
Share-based compensation and non-cash incentive compensation expense	47		32		92		59
FHS Transaction costs	—		4		19		5
Corporate restructuring and advisory fees	7		6		12		9
Impact of equity method investments (a)	15		12		24		28
Other operating expenses (income), net	(7)		(25)		10		(41)
EBITDA	603		589		1,096		1,088
Depreciation and amortization	49		48		95		97
Income from operations	554		541		1,001		991
Interest expense, net	145		129		287		256
Income tax expense	58		66		86		119
Net income	$	351	$	346	$	628	$	616

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

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Supplemental Financial Information

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Supplemental Financial Information

Supplemental Financial Information

1011778 B.C. Unlimited Liability Company (the “Parent Issuer”) and New Red Finance Inc. (the “Co-Issuer” and together with the Parent Issuer, the “Issuers”) entered into an amended credit agreement, as amended from time to time, that provides for obligations under the Credit Facilities. The Issuers entered into the 3.875% First Lien Senior Notes Indenture with respect to the 3.875% First Lien Senior Notes due 2028. The Issuers entered into the 3.500% First Lien Senior Notes Indenture with respect to the 3.500% First Lien Senior Notes due 2029. The Issuers entered into the 5.750% First Lien Senior Notes Indenture with respect to the 5.750% First Lien Senior Notes due 2025. The Issuers entered into the 4.375% Second Lien Senior Notes Indenture with respect to the 4.375% Second Lien Senior Notes due 2028. The Issuers entered into the 4.000% Second Lien Senior Notes Indenture with respect to the 4.000% Second Lien Senior Notes due 2030.

The agreement governing our Credit Facilities, the 3.875% First Lien Senior Notes Indenture, the 3.500% First Lien Senior Notes Indenture, the 5.750% First Lien Senior Notes Indenture, the 4.375% Second Lien Senior Notes Indenture and the 4.000% Second Lien Senior Notes Indenture allow the financial reporting obligation of the Parent Issuer to be satisfied through the reporting of Partnership’s consolidated financial information, provided that the consolidated financial information of the Parent Issuer and its restricted subsidiaries is presented on a standalone basis.

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

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Balance Sheets

(In millions of U.S. dollars)

As of June 30, 2023

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1,213	$	—	$	—	$	1,213
Accounts and notes receivable, net	639		—		—		639
Inventories, net	171		—		—		171
Prepaids and other current assets	167		—		—		167
Total current assets	2,190		—		—		2,190
Property and equipment, net	1,957		—		—		1,957
Operating lease assets, net	1,094		—		—		1,094
Intangible assets, net	11,120		—		—		11,120
Goodwill	5,772		—		—		5,772
Intercompany receivable	—		249		(249)		—
Investment in subsidiaries	—		4,678		(4,678)		—
Other assets, net	1,000		—		—		1,000
Total assets	$	23,133	$	4,927	$	(4,927)	$	23,133
LIABILITIES AND EQUITY
Current liabilities:
Accounts and drafts payable	$	735	$	—	$	—	$	735
Other accrued liabilities	726		249		—		975
Gift card liability	174		—		—		174
Current portion of long-term debt and finance leases	132		—		—		132
Total current liabilities	1,767		249		—		2,016
Long-term debt, net of current portion	12,801		—		—		12,801
Finance leases, net of current portion	315		—		—		315
Operating lease liabilities, net of current portion	1,036		—		—		1,036
Other liabilities, net	960		—		—		960
Payables to affiliates	249		—		(249)		—
Deferred income taxes, net	1,327		—		—		1,327
Total liabilities	18,455		249		(249)		18,455
Partners’ capital:
Class A common units	—		9,107		—		9,107
Partnership exchangeable units	—		(3,592)		—		(3,592)
Common shares	2,641		—		(2,641)		—
Retained earnings	2,874		—		(2,874)		—
Accumulated other comprehensive income (loss)	(839)		(839)		839		(839)
Total Partners' capital/shareholders' equity	4,676		4,676		(4,676)		4,676
Noncontrolling interests	2		2		(2)		2
Total equity	4,678		4,678		(4,678)		4,678
Total liabilities and equity	$	23,133	$	4,927	$	(4,927)	$	23,133

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Balance Sheets

(In millions of U.S. dollars)

As of December 31, 2022

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1,178	$	—	$	—	$	1,178
Accounts and notes receivable, net	614		—		—		614
Inventories, net	133		—		—		133
Prepaids and other current assets	123		—		—		123
Total current assets	2,048		—		—		2,048
Property and equipment, net	1,950		—		—		1,950
Operating lease assets. net	1,082		—		—		1,082
Intangible assets, net	10,991		—		—		10,991
Goodwill	5,688		—		—		5,688
Intercompany receivable	—		243		(243)		—
Investment in subsidiaries	—		4,268		(4,268)		—
Other assets, net	987		—		—		987
Total assets	$	22,746	$	4,511	$	(4,511)	$	22,746
LIABILITIES AND EQUITY
Current liabilities:
Accounts and drafts payable	$	758	$	—	$	—	$	758
Other accrued liabilities	758		243		—		1,001
Gift card liability	230		—		—		230
Current portion of long-term debt and finance leases	127		—		—		127
Total current liabilities	1,873		243		—		2,116
Long-term debt, net of current portion	12,839		—		—		12,839
Finance leases, net of current portion	311		—		—		311
Operating lease liabilities, net of current portion	1,027		—		—		1,027
Other liabilities, net	872		—		—		872
Payables to affiliates	243		—		(243)		—
Deferred income taxes, net	1,313		—		—		1,313
Total liabilities	18,478		243		(243)		18,478
Partners’ capital:
Class A common units	—		8,735		—		8,735
Partnership exchangeable units	—		(3,496)		—		(3,496)
Common shares	2,494		—		(2,494)		—
Retained earnings	2,745		—		(2,745)		—
Accumulated other comprehensive income (loss)	(973)		(973)		973		(973)
Total Partners' capital/shareholders' equity	4,266		4,266		(4,266)		4,266
Noncontrolling interests	2		2		(2)		2
Total equity	4,268		4,268		(4,268)		4,268
Total liabilities and equity	$	22,746	$	4,511	$	(4,511)	$	22,746

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Three Months Ended June 30, 2023

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:
Sales	$	744	$	—	$	—	$	744
Franchise and property revenues	742		—		—		742
Advertising revenues and other services	289		—		—		289
Total revenues	1,775		—		—		1,775
Operating costs and expenses:
Cost of sales	612		—		—		612
Franchise and property expenses	130		—		—		130
Advertising expenses and other services	312		—		—		312
General and administrative expenses	163		—		—		163
(Income) loss from equity method investments	11		—		—		11
Other operating expenses (income), net	(7)		—		—		(7)
Total operating costs and expenses	1,221		—		—		1,221
Income from operations	554		—		—		554
Interest expense, net	145		—		—		145
Income before income taxes	409		—		—		409
Income tax expense	58		—		—		58
Net income	351		—		—		351
Equity in earnings of consolidated subsidiaries	—		351		(351)		—
Net income (loss)	351		351		(351)		351
Net income (loss) attributable to noncontrolling interests	1		1		(1)		1
Net income (loss) attributable to common unitholders	$	350	$	350	$	(350)	$	350
Comprehensive income (loss)	$	532	$	532	$	(532)	$	532

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Six Months Ended June 30, 2023

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:
Sales	$	1,412	$	—	$	—	$	1,412
Franchise and property revenues	1,410		—		—		1,410
Advertising revenues and other services	543		—		—		543
Total revenues	3,365		—		—		3,365
Operating costs and expenses:
Cost of sales	1,162		—		—		1,162
Franchise and property expenses	253		—		—		253
Advertising expenses and other services	583		—		—		583
General and administrative expenses	338		—		—		338
(Income) loss from equity method investments	18		—		—		18
Other operating expenses (income), net	10		—		—		10
Total operating costs and expenses	2,364		—		—		2,364
Income from operations	1,001		—		—		1,001
Interest expense, net	287		—		—		287
Income before income taxes	714		—		—		714
Income tax expense	86		—		—		86
Net income	628		—		—		628
Equity in earnings of consolidated subsidiaries	—		628		(628)		—
Net income (loss)	628		628		(628)		628
Net income (loss) attributable to noncontrolling interests	2		2		(2)		2
Net income (loss) attributable to common unitholders	$	626	$	626	$	(626)	$	626
Comprehensive income (loss)	$	762	$	762	$	(762)	$	762

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Three Months Ended June 30, 2022

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:
Sales	$	708	$	—	$	—	$	708
Franchise and property revenues	676		—		—		676
Advertising revenues and other services	255		—		—		255
Total revenues	1,639		—		—		1,639
Operating costs and expenses:
Cost of sales	584		—		—		584
Franchise and property expenses	125		—		—		125
Advertising expenses and other services	259		—		—		259
General and administrative expenses	146		—		—		146
(Income) loss from equity method investments	9		—		—		9
Other operating expenses (income), net	(25)		—		—		(25)
Total operating costs and expenses	1,098		—		—		1,098
Income from operations	541		—		—		541
Interest expense, net	129		—		—		129
Income before income taxes	412		—		—		412
Income tax expense	66		—		—		66
Net income	346		—		—		346
Equity in earnings of consolidated subsidiaries	—		346		(346)		—
Net income (loss)	346		346		(346)		346
Net income (loss) attributable to noncontrolling interests	1		1		(1)		1
Net income (loss) attributable to common unitholders	$	345	$	345	$	(345)	$	345
Comprehensive income (loss)	$	327	$	327	$	(327)	$	327

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Six Months Ended June 30, 2022

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:
Sales	$	1,317	$	—	$	—	$	1,317
Franchise and property revenues	1,291		—		—		1,291
Advertising revenues and other services	482		—		—		482
Total revenues	3,090		—		—		3,090
Operating costs and expenses:
Cost of sales	1,078		—		—		1,078
Franchise and property expenses	255		—		—		255
Advertising expenses and other services	506		—		—		506
General and administrative expenses	279		—		—		279
(Income) loss from equity method investments	22		—		—		22
Other operating expenses (income), net	(41)		—		—		(41)
Total operating costs and expenses	2,099		—		—		2,099
Income from operations	991		—		—		991
Interest expense, net	256		—		—		256
Income before income taxes	735		—		—		735
Income tax expense	119		—		—		119
Net income	616		—		—		616
Equity in earnings of consolidated subsidiaries	—		616		(616)		—
Net income (loss)	616		616		(616)		616
Net income (loss) attributable to noncontrolling interests	2		2		(2)		2
Net income (loss) attributable to common unitholders	$	614	$	614	$	(614)	$	614
Comprehensive income (loss)	$	802	$	802	$	(802)	$	802

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

(In millions of U.S. dollars)

Six months ended June 30, 2023

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Cash flows from operating activities:
Net income	$	628	$	628	$	(628)	$	628
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	—		(628)		628		—
Depreciation and amortization	95		—		—		95
Amortization of deferred financing costs and debt issuance discount	14		—		—		14
(Income) loss from equity method investments	18		—		—		18
(Gain) loss on remeasurement of foreign denominated transactions	7		—		—		7
Net (gains) losses on derivatives	(72)		—		—		(72)
Share-based compensation and non-cash incentive compensation expense	92		—		—		92
Deferred income taxes	(40)		—		—		(40)
Other	(6)		—		—		(6)
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	(29)		—		—		(29)
Inventories and prepaids and other current assets	(45)		—		—		(45)
Accounts and drafts payable	(31)		—		—		(31)
Other accrued liabilities and gift card liability	(135)		—		—		(135)
Tenant inducements paid to franchisees	(9)		—		—		(9)
Net cash provided by operating activities	487		—		—		487
Cash flows from investing activities:
Payments for property and equipment	(48)		—		—		(48)
Net proceeds from disposal of assets, restaurant closures, and refranchisings	13		—		—		13
Settlement/sale of derivatives, net	28		—		—		28
Other investing activities, net	(1)		—		—		(1)
Net cash (used for) provided by investing activities	(8)		—		—		(8)
Cash flows from financing activities:
Proceeds from long-term debt	2		—		—		2
Repayments of long-term debt and finance leases	(68)		—		—		(68)
Distributions on Class A common and Partnership exchangeable units	—		(492)		—		(492)
Capital contribution from RBI	49		—		—		49
Distributions from subsidiaries	(492)		492		—		—
(Payments) proceeds from derivatives	63		—		—		63
Other financing activities, net	(2)		—		—		(2)
Net cash (used for) provided by financing activities	(448)		—		—		(448)
Effect of exchange rates on cash and cash equivalents	4		—		—		4
Increase (decrease) in cash and cash equivalents	35		—		—		35
Cash and cash equivalents at beginning of period	1,178		—		—		1,178
Cash and cash equivalents at end of period	$	1,213	$	—	$	—	$	1,213

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

(In millions of U.S. dollars)

Six Months Ended June 30, 2022

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Cash flows from operating activities:
Net income	$	616	$	616	$	(616)	$	616
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	—		(616)		616		—
Depreciation and amortization	97		—		—		97
Amortization of deferred financing costs and debt issuance discount	14		—		—		14
(Income) loss from equity method investments	22		—		—		22
(Gain) loss on remeasurement of foreign denominated transactions	(52)		—		—		(52)
Net (gains) losses on derivatives	27		—		—		27
Share-based compensation and non-cash incentive compensation expense	59		—		—		59
Other	2		—		—		2
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	4		—		—		4
Inventories and prepaids and other current assets	(27)		—		—		(27)
Accounts and drafts payable	99		—		—		99
Other accrued liabilities and gift card liability	(199)		—		—		(199)
Tenant inducements paid to franchisees	(6)		—		—		(6)
Other long-term assets and liabilities	13		—		—		13
Net cash provided by operating activities	669		—		—		669
Cash flows from investing activities:
Payments for property and equipment	(28)		—		—		(28)
Net proceeds from disposal of assets, restaurant closures, and refranchisings	10		—		—		10
Net payments in connection with purchase of Firehouse Subs	(12)		—		—		(12)
Settlement/sale of derivatives, net	9		—		—		9
Other investing activities, net	(25)		—		—		(25)
Net cash (used for) provided by investing activities	(46)		—		—		(46)
Cash flows from financing activities:
Proceeds from long-term debt	2		—		—		2
Repayments of long-term debt and finance leases	(47)		—		—		(47)
Distributions on Class A common and Partnership exchangeable units	—		(485)		—		(485)
Distribution to RBI for repurchase of RBI common shares	—		(326)		—		(326)
Capital contribution from RBI	4		—		—		4
Distributions from subsidiaries	(811)		811		—		—
(Payments) proceeds from derivatives	(6)		—		—		(6)
Other financing activities, net	(2)		—		—		(2)
Net cash (used for) provided by financing activities	(860)		—		—		(860)
Effect of exchange rates on cash and cash equivalents	(12)		—		—		(12)
Increase (decrease) in cash and cash equivalents	(249)		—		—		(249)
Cash and cash equivalents at beginning of period	1,087		—		—		1,087
Cash and cash equivalents at end of period	$	838	$	—	$	—	$	838

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Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

Cash Distributions/Dividends

On July 6, 2023, RBI paid a cash dividend of $0.55 per RBI common share to common shareholders of record on June 22, 2023. Partnership made a distribution to RBI as holder of Class A common units in the amount of the aggregate dividends declared and paid by RBI on RBI common shares and also made a distribution in respect of each Partnership exchangeable unit in the amount of $0.55 per exchangeable unit to holders of record on June 22, 2023.

Subsequent to June 30, 2023, the RBI board of directors declared a cash dividend of $0.55 per RBI common share, which will be paid on October 4, 2023 to RBI common shareholders of record on September 20, 2023. Partnership will make a distribution to RBI as holder of Class A common units in the amount of the aggregate dividends declared and paid by RBI on RBI common shares. Partnership will also make a distribution in respect of each Partnership exchangeable unit in the amount of $0.55 per Partnership exchangeable unit, and the record date and payment date for such distribution will be the same as the record date and payment date for the cash dividend per RBI common share set forth above.

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Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Basis of Presentation and Consolidation (Policies)

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Accounting

We have prepared the accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. Therefore, the Financial Statements should be read in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K filed with the SEC and Canadian securities regulatory authorities on February 22, 2023.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP and related rules and regulations of the SEC requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates.The carrying amounts for cash and cash equivalents, accounts and notes receivable and accounts and drafts payable approximate fair value based on the short-term nature of these amounts.

New Accounting Pronouncements

New Accounting PronouncementsAccounting Relief for the Transition Away from LIBOR and Certain other Reference Rates – In March 2020 and as clarified in January 2021 and December 2022, the Financial Accounting Standards Board (“FASB”) issued guidance which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. This amendment is effective as of March 12, 2020 through December 31, 2024. The expedients and exceptions provided by this new guidance do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2024, except for hedging relationships existing as of December 31, 2024, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationships. During 2021, we adopted certain of the expedients as it relates to hedge accounting as certain of our debt agreements and hedging relationships bear interest at variable rates, primarily U.S. dollar LIBOR. Additionally, following the discontinuance of the U.S. dollar LIBOR after June 30, 2023, the Financial Conduct Authority (“FCA”) has decided to require the publication of a U.S. dollar LIBOR using a synthetic methodology (“synthetic U.S. dollar LIBOR”) until September 30, 2024. We expect to use the synthetic U.S. dollar LIBOR for the Eurocurrency rate under our Term Loan B facility during that period. The adoption of and future elections under this new guidance did not and are not expected to have a material impact on our Financial Statements. We will continue to monitor the discontinuance of LIBOR on our debt agreements and hedging relationships. Liabilities—Supplier Finance Programs – In September 2022, the FASB issued guidance that requires buyers in a supplier finance program to disclose sufficient information about the program to allow investors to understand the program's nature, activity during the period, changes from period to period, and potential magnitude. These disclosures would include the key terms of the program, as well as the obligation amount that the buyer has confirmed as valid to the third party that is outstanding at the end of the reporting period, a rollforward of that amount, and a description of where that amount is presented in the balance sheet. This amendment is effective in 2023, except for the amendment on rollforward information which is effective in 2024, with early adoption permitted. This guidance should be applied retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively. During the first quarter of 2023, we adopted this guidance and added necessary disclosures upon adoption as disclosed in Note 2, Basis of Presentation and Consolidation.

Contract Liabilities

Contract LiabilitiesContract liabilities consist of deferred revenue resulting from initial and renewal franchise fees paid by franchisees, as well as upfront fees paid by master franchisees, which are generally recognized on a straight-line basis over the term of the underlying agreement. We may recognize unamortized franchise fees and upfront fees when a contract with a franchisee or master franchisee is modified and is accounted for as a termination of the existing contract.

Earnings per Unit

Earnings per Unit

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

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

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Leases (Tables)

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Schedule of Property Revenues

Property revenues consist primarily of lease income from operating leases and earned income on direct financing leases and sales-type leases with franchisees as follows (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Lease income - operating leases
Minimum lease payments	$	97	$	101	$	195	$	214
Variable lease payments	119		106		215		179
Amortization of favorable and unfavorable income lease contracts, net	1		1		1		1
Subtotal - lease income from operating leases	217		208		411		394
Earned income on direct financing and sales-type leases	3		1		5		3
Total property revenues	$	220	$	209	$	416	$	397

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Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Change in Contract Liabilities

The following table reflects the change in contract liabilities on a consolidated basis between December 31, 2022 and June 30, 2023 (in millions):

Contract Liabilities
Balance at December 31, 2022	$	540
Recognized during period and included in the contract liability balance at the beginning of the year	(30)
Increase, excluding amounts recognized as revenue during the period	24
Impact of foreign currency translation	4
Balance at June 30, 2023	$	538

Schedule of Estimated Revenues Expected to be Recognized

The following table illustrates estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) on a consolidated basis as of June 30, 2023 (in millions):

Contract liabilities expected to be recognized in
Remainder of 2023	$	27
2024	52
2025	49
2026	46
2027	43
Thereafter	321
Total	$	538

Disaggregation of Total Revenues

The following tables disaggregate revenue by segment (in millions):

	Three months ended June 30, 2023
	TH		BK		PLK		FHS		Total
Sales	$	688	$	24	$	22	$	10	$	744
Royalties	90		302		81		18		491
Property revenues	158		58		4		—		220
Franchise fees and other revenue	7		13		5		6		31
Advertising revenues and other services	73		132		70		14		289
Total revenues	$	1,016	$	529	$	182	$	48	$	1,775

	Six months ended June 30, 2023
	TH		BK		PLK		FHS		Total
Sales	$	1,306	$	43	$	43	$	20	$	1,412
Royalties	167		575		156		35		933
Property revenues	295		114		7		—		416
Franchise fees and other revenue	13		28		8		12		61
Advertising revenues and other services	135		253		136		19		543
Total revenues	$	1,916	$	1,013	$	350	$	86	$	3,365

	Three months ended June 30, 2022
	TH		BK		PLK		FHS		Total
Sales	$	661	$	17	$	20	$	10	$	708
Royalties	83		266		72		17		438
Property revenues	149		57		3		—		209
Franchise fees and other revenue	6		12		6		5		29
Advertising revenues and other services	69		121		64		1		255
Total revenues	$	968	$	473	$	165	$	33	$	1,639

	Six months ended June 30, 2022
	TH		BK		PLK		FHS		Total
Sales	$	1,227	$	33	$	37	$	20	$	1,317
Royalties	152		517		139		33		841
Property revenues	279		112		6		—		397
Franchise fees and other revenue	13		24		7		9		53
Advertising revenues and other services	126		230		124		2		482
Total revenues	$	1,797	$	916	$	313	$	64	$	3,090

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Earnings per Unit (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Basic and Diluted Earnings Per Unit

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Allocation of net income among partner interests:
Net income allocated to Class A common unitholders	$	241	$	236	$	430	$	419
Net income allocated to Partnership exchangeable unitholders	109		109		196		195
Net income attributable to common unitholders	$	350	$	345	$	626	$	614
Denominator - basic and diluted partnership units:
Weighted average Class A common units	202		202		202		202
Weighted average Partnership exchangeable units	141		143		142		144
Earnings per unit - basic and diluted:
Class A common units (a)	$	1.19	$	1.17	$	2.13	$	2.07
Partnership exchangeable units (a)	$	0.77	$	0.77	$	1.39	$	1.36

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

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Intangible Assets, net and Goodwill (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets, Net and Goodwill

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

	As of
	June 30, 2023						December 31, 2022
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Identifiable assets subject to amortization:
Franchise agreements	$	727	$	(331)	$	396	$	720	$	(313)	$	407
Favorable leases	87		(57)		30		90		(57)		33
Subtotal	814		(388)		426		810		(370)		440
Indefinite-lived intangible assets:
Tim Hortons brand	$	6,424	$	—	$	6,424	$	6,292	$	—	$	6,292
Burger King brand	2,099		—		2,099		2,088		—		2,088
Popeyes brand	1,355		—		1,355		1,355		—		1,355
Firehouse Subs brand	816		—		816		816		—		816
Subtotal	10,694		—		10,694		10,551		—		10,551
Intangible assets, net					$	11,120					$	10,991
Goodwill:
Tim Hortons segment	$	4,140					$	4,059
Burger King segment	593						590
Popeyes segment	846						846
Firehouse Subs segment	193						193
Total	$	5,772					$	5,688

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Equity Method Investments (Tables)

6 Months Ended

Jun. 30, 2023

Equity Method Investments and Joint Ventures [Abstract]

Summary of Franchise and Property Revenues

Sales, 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 June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues from affiliates:
Royalties	$	103	$	86	$	195	$	174
Advertising revenues and other services	20		18		38		34
Property revenues	9		8		18		15
Franchise fees and other revenue	4		5		9		9
Sales	6		4		10		8
Total	$	142	$	121	$	270	$	240

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Other Accrued Liabilities and Other Liabilities, net (Tables)

6 Months Ended

Jun. 30, 2023

Other Liabilities Disclosure [Abstract]

Schedule of Other Accrued Liabilities (Current) and Other Liabilities (NonCurrent), Net

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

	As of
	June 30, 2023		December 31, 2022
Current:
Distribution payable	$	249	$	243
Interest payable	64		89
Accrued compensation and benefits	84		124
Taxes payable	204		190
Deferred income	77		43
Accrued advertising expenses	50		37
Restructuring and other provisions	22		29
Current portion of operating lease liabilities	141		137
Other	84		109
Other accrued liabilities	$	975	$	1,001
Noncurrent:
Taxes payable	$	143	$	139
Contract liabilities	538		540
Derivatives liabilities	116		34
Unfavorable leases	47		50
Accrued pension	41		40
Deferred income	51		44
Other	24		25
Other liabilities, net	$	960	$	872

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Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Summary of Long-Term Debt

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

	As of
	June 30, 2023		December 31, 2022
Term Loan B	$	5,163	$	5,190
Term Loan A	1,234		1,250
3.875% First Lien Senior Notes due 2028	1,550		1,550
3.50% First Lien Senior Notes due 2029	750		750
5.75% First Lien Senior Notes due 2025	500		500
4.375% Second Lien Senior Notes due 2028	750		750
4.00% Second Lien Senior Notes due 2030	2,900		2,900
TH Facility and other	152		155
Less: unamortized deferred financing costs and deferred issue discount	(98)		(111)
Total debt, net	12,901		12,934
Less: current maturities of debt	(100)		(95)
Total long-term debt	$	12,801	$	12,839

Summary of Fair Value Measurement

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

	As of
	June 30, 2023		December 31, 2022
Fair value of our variable term debt and senior notes	$	12,053	$	11,885
Principal carrying amount of our variable term debt and senior notes	12,847		12,890

Schedule of Interest Expense, Net

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Debt (a)	$	142	$	118	$	280	$	233
Finance lease obligations	5		5		9		10
Amortization of deferred financing costs and debt issuance discount	7		7		14		14
Interest income	(9)		(1)		(16)		(1)
Interest expense, net	$	145	$	129	$	287	$	256

(a)Amount includes $16 million and $12 million benefit during the three months ended June 30, 2023 and 2022, respectively, and $31 million and $23 million benefit during the six months ended June 30, 2023 and 2022, respectively, related to the quarterly net settlements of our cross-currency rate swaps and amortization of the Excluded Component as defined in Note 13, Derivative Instruments.

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Equity (Tables)

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Summary of Changes in the Components of 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)
Balance at December 31, 2022	$	944	$	(24)	$	(1,893)	$	(973)
Foreign currency translation adjustment	—		—		234		234
Net change in fair value of derivatives, net of tax	(72)		—		—		(72)
Amounts reclassified to earnings of cash flow hedges, net of tax	(30)		—		—		(30)
Gain (loss) recognized on other, net of tax	—		2		—		2
Balance at June 30, 2023	$	842	$	(22)	$	(1,659)	$	(839)

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Derivative Instruments (Tables)

6 Months Ended

Jun. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Quantitative Disclosures of Derivative Instruments Including Estimated Fair Values

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

	Gain or (Loss) Recognized in Other Comprehensive Income (Loss)
	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Derivatives designated as cash flow hedges(1)
Interest rate swaps	$	120	$	107	$	63	$	330
Forward-currency contracts	$	(3)	$	6	$	(4)	$	4
Derivatives designated as net investment hedges
Cross-currency rate swaps	$	(88)	$	264	$	(123)	$	204

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

	Location of Gain or (Loss) Reclassified from AOCI into Earnings	Gain or (Loss) Reclassified from AOCI into Earnings
		Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022		2023		2022
Derivatives designated as cash flow hedges
Interest rate swaps	Interest expense, net	$	20	$	(23)	$	35	$	(52)
Forward-currency contracts	Cost of sales	$	3	$	1	$	6	$	2
	Location of Gain or (Loss) Recognized in Earnings	Gain or (Loss) Recognized in Earnings (Amount Excluded from Effectiveness Testing)
		Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022		2023		2022
Derivatives designated as net investment hedges
Cross-currency rate swaps	Interest expense, net	$	16	$	12	$	31	$	23

Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

	Fair Value as of
	June 30, 2023		December 31, 2022		Balance Sheet Location
Assets:
Derivatives designated as cash flow hedges
Interest rate	$	283	$	280	Other assets, net
Foreign currency	1		7		Prepaids and other current assets
Derivatives designated as net investment hedges
Foreign currency	42		78		Other assets, net
Total assets at fair value	$	326	$	365
Liabilities:
Derivatives designated as cash flow hedges
Foreign currency	$	3	$	—	Other accrued liabilities
Derivatives designated as net investment hedges
Foreign currency	116		34		Other liabilities, net
Total liabilities at fair value	$	119	$	34

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Other Operating Expenses (Income), net (Tables)

6 Months Ended

Jun. 30, 2023

Other Income and Expenses [Abstract]

Other Operating Expenses (Income), Net

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net losses (gains) on disposal of assets, restaurant closures, and refranchisings	$	(9)	$	(1)	$	(11)	$	1
Litigation settlements (gains) and reserves, net	(3)		2		(2)		3
Net losses (gains) on foreign exchange	(1)		(31)		7		(52)
Other, net	6		5		16		7
Other operating expenses (income), net	$	(7)	$	(25)	$	10	$	(41)

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Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Revenues by Geographic Segment

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues by operating segment:
TH	$	1,016	$	968	$	1,916	$	1,797
BK	529		473		1,013		916
PLK	182		165		350		313
FHS	48		33		86		64
Total revenues	$	1,775	$	1,639	$	3,365	$	3,090

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues by country (a):
Canada	$	918	$	878	$	1,727	$	1,625
United States	631		571		1,204		1,092
Other	226		190		434		373
Total revenues	$	1,775	$	1,639	$	3,365	$	3,090

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

Reconciliation of Segment Income to Net Income (Loss)

A reconciliation of segment income to net income consists of the following (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Segment income:
TH	$	290	$	274	$	541	$	505
BK	288		270		544		499
PLK	73		61		139		117
FHS	14		13		29		27
Adjusted EBITDA	665		618		1,253		1,148
Share-based compensation and non-cash incentive compensation expense	47		32		92		59
FHS Transaction costs	—		4		19		5
Corporate restructuring and advisory fees	7		6		12		9
Impact of equity method investments (a)	15		12		24		28
Other operating expenses (income), net	(7)		(25)		10		(41)
EBITDA	603		589		1,096		1,088
Depreciation and amortization	49		48		95		97
Income from operations	554		541		1,001		991
Interest expense, net	145		129		287		256
Income tax expense	58		66		86		119
Net income	$	351	$	346	$	628	$	616

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

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Supplemental Financial Information (Tables)

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Condensed Consolidating Balance Sheets

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

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Balance Sheets

(In millions of U.S. dollars)

As of June 30, 2023

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1,213	$	—	$	—	$	1,213
Accounts and notes receivable, net	639		—		—		639
Inventories, net	171		—		—		171
Prepaids and other current assets	167		—		—		167
Total current assets	2,190		—		—		2,190
Property and equipment, net	1,957		—		—		1,957
Operating lease assets, net	1,094		—		—		1,094
Intangible assets, net	11,120		—		—		11,120
Goodwill	5,772		—		—		5,772
Intercompany receivable	—		249		(249)		—
Investment in subsidiaries	—		4,678		(4,678)		—
Other assets, net	1,000		—		—		1,000
Total assets	$	23,133	$	4,927	$	(4,927)	$	23,133
LIABILITIES AND EQUITY
Current liabilities:
Accounts and drafts payable	$	735	$	—	$	—	$	735
Other accrued liabilities	726		249		—		975
Gift card liability	174		—		—		174
Current portion of long-term debt and finance leases	132		—		—		132
Total current liabilities	1,767		249		—		2,016
Long-term debt, net of current portion	12,801		—		—		12,801
Finance leases, net of current portion	315		—		—		315
Operating lease liabilities, net of current portion	1,036		—		—		1,036
Other liabilities, net	960		—		—		960
Payables to affiliates	249		—		(249)		—
Deferred income taxes, net	1,327		—		—		1,327
Total liabilities	18,455		249		(249)		18,455
Partners’ capital:
Class A common units	—		9,107		—		9,107
Partnership exchangeable units	—		(3,592)		—		(3,592)
Common shares	2,641		—		(2,641)		—
Retained earnings	2,874		—		(2,874)		—
Accumulated other comprehensive income (loss)	(839)		(839)		839		(839)
Total Partners' capital/shareholders' equity	4,676		4,676		(4,676)		4,676
Noncontrolling interests	2		2		(2)		2
Total equity	4,678		4,678		(4,678)		4,678
Total liabilities and equity	$	23,133	$	4,927	$	(4,927)	$	23,133

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Balance Sheets

(In millions of U.S. dollars)

As of December 31, 2022

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	1,178	$	—	$	—	$	1,178
Accounts and notes receivable, net	614		—		—		614
Inventories, net	133		—		—		133
Prepaids and other current assets	123		—		—		123
Total current assets	2,048		—		—		2,048
Property and equipment, net	1,950		—		—		1,950
Operating lease assets. net	1,082		—		—		1,082
Intangible assets, net	10,991		—		—		10,991
Goodwill	5,688		—		—		5,688
Intercompany receivable	—		243		(243)		—
Investment in subsidiaries	—		4,268		(4,268)		—
Other assets, net	987		—		—		987
Total assets	$	22,746	$	4,511	$	(4,511)	$	22,746
LIABILITIES AND EQUITY
Current liabilities:
Accounts and drafts payable	$	758	$	—	$	—	$	758
Other accrued liabilities	758		243		—		1,001
Gift card liability	230		—		—		230
Current portion of long-term debt and finance leases	127		—		—		127
Total current liabilities	1,873		243		—		2,116
Long-term debt, net of current portion	12,839		—		—		12,839
Finance leases, net of current portion	311		—		—		311
Operating lease liabilities, net of current portion	1,027		—		—		1,027
Other liabilities, net	872		—		—		872
Payables to affiliates	243		—		(243)		—
Deferred income taxes, net	1,313		—		—		1,313
Total liabilities	18,478		243		(243)		18,478
Partners’ capital:
Class A common units	—		8,735		—		8,735
Partnership exchangeable units	—		(3,496)		—		(3,496)
Common shares	2,494		—		(2,494)		—
Retained earnings	2,745		—		(2,745)		—
Accumulated other comprehensive income (loss)	(973)		(973)		973		(973)
Total Partners' capital/shareholders' equity	4,266		4,266		(4,266)		4,266
Noncontrolling interests	2		2		(2)		2
Total equity	4,268		4,268		(4,268)		4,268
Total liabilities and equity	$	22,746	$	4,511	$	(4,511)	$	22,746

Condensed Consolidating Statements of Operations

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Three Months Ended June 30, 2023

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:
Sales	$	744	$	—	$	—	$	744
Franchise and property revenues	742		—		—		742
Advertising revenues and other services	289		—		—		289
Total revenues	1,775		—		—		1,775
Operating costs and expenses:
Cost of sales	612		—		—		612
Franchise and property expenses	130		—		—		130
Advertising expenses and other services	312		—		—		312
General and administrative expenses	163		—		—		163
(Income) loss from equity method investments	11		—		—		11
Other operating expenses (income), net	(7)		—		—		(7)
Total operating costs and expenses	1,221		—		—		1,221
Income from operations	554		—		—		554
Interest expense, net	145		—		—		145
Income before income taxes	409		—		—		409
Income tax expense	58		—		—		58
Net income	351		—		—		351
Equity in earnings of consolidated subsidiaries	—		351		(351)		—
Net income (loss)	351		351		(351)		351
Net income (loss) attributable to noncontrolling interests	1		1		(1)		1
Net income (loss) attributable to common unitholders	$	350	$	350	$	(350)	$	350
Comprehensive income (loss)	$	532	$	532	$	(532)	$	532

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Six Months Ended June 30, 2023

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:
Sales	$	1,412	$	—	$	—	$	1,412
Franchise and property revenues	1,410		—		—		1,410
Advertising revenues and other services	543		—		—		543
Total revenues	3,365		—		—		3,365
Operating costs and expenses:
Cost of sales	1,162		—		—		1,162
Franchise and property expenses	253		—		—		253
Advertising expenses and other services	583		—		—		583
General and administrative expenses	338		—		—		338
(Income) loss from equity method investments	18		—		—		18
Other operating expenses (income), net	10		—		—		10
Total operating costs and expenses	2,364		—		—		2,364
Income from operations	1,001		—		—		1,001
Interest expense, net	287		—		—		287
Income before income taxes	714		—		—		714
Income tax expense	86		—		—		86
Net income	628		—		—		628
Equity in earnings of consolidated subsidiaries	—		628		(628)		—
Net income (loss)	628		628		(628)		628
Net income (loss) attributable to noncontrolling interests	2		2		(2)		2
Net income (loss) attributable to common unitholders	$	626	$	626	$	(626)	$	626
Comprehensive income (loss)	$	762	$	762	$	(762)	$	762

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Three Months Ended June 30, 2022

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:
Sales	$	708	$	—	$	—	$	708
Franchise and property revenues	676		—		—		676
Advertising revenues and other services	255		—		—		255
Total revenues	1,639		—		—		1,639
Operating costs and expenses:
Cost of sales	584		—		—		584
Franchise and property expenses	125		—		—		125
Advertising expenses and other services	259		—		—		259
General and administrative expenses	146		—		—		146
(Income) loss from equity method investments	9		—		—		9
Other operating expenses (income), net	(25)		—		—		(25)
Total operating costs and expenses	1,098		—		—		1,098
Income from operations	541		—		—		541
Interest expense, net	129		—		—		129
Income before income taxes	412		—		—		412
Income tax expense	66		—		—		66
Net income	346		—		—		346
Equity in earnings of consolidated subsidiaries	—		346		(346)		—
Net income (loss)	346		346		(346)		346
Net income (loss) attributable to noncontrolling interests	1		1		(1)		1
Net income (loss) attributable to common unitholders	$	345	$	345	$	(345)	$	345
Comprehensive income (loss)	$	327	$	327	$	(327)	$	327

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Six Months Ended June 30, 2022

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Revenues:
Sales	$	1,317	$	—	$	—	$	1,317
Franchise and property revenues	1,291		—		—		1,291
Advertising revenues and other services	482		—		—		482
Total revenues	3,090		—		—		3,090
Operating costs and expenses:
Cost of sales	1,078		—		—		1,078
Franchise and property expenses	255		—		—		255
Advertising expenses and other services	506		—		—		506
General and administrative expenses	279		—		—		279
(Income) loss from equity method investments	22		—		—		22
Other operating expenses (income), net	(41)		—		—		(41)
Total operating costs and expenses	2,099		—		—		2,099
Income from operations	991		—		—		991
Interest expense, net	256		—		—		256
Income before income taxes	735		—		—		735
Income tax expense	119		—		—		119
Net income	616		—		—		616
Equity in earnings of consolidated subsidiaries	—		616		(616)		—
Net income (loss)	616		616		(616)		616
Net income (loss) attributable to noncontrolling interests	2		2		(2)		2
Net income (loss) attributable to common unitholders	$	614	$	614	$	(614)	$	614
Comprehensive income (loss)	$	802	$	802	$	(802)	$	802

Condensed Consolidating Statements of Cash Flows

Condensed Consolidating Statements of Cash Flows

(In millions of U.S. dollars)

Six months ended June 30, 2023

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Cash flows from operating activities:
Net income	$	628	$	628	$	(628)	$	628
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	—		(628)		628		—
Depreciation and amortization	95		—		—		95
Amortization of deferred financing costs and debt issuance discount	14		—		—		14
(Income) loss from equity method investments	18		—		—		18
(Gain) loss on remeasurement of foreign denominated transactions	7		—		—		7
Net (gains) losses on derivatives	(72)		—		—		(72)
Share-based compensation and non-cash incentive compensation expense	92		—		—		92
Deferred income taxes	(40)		—		—		(40)
Other	(6)		—		—		(6)
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	(29)		—		—		(29)
Inventories and prepaids and other current assets	(45)		—		—		(45)
Accounts and drafts payable	(31)		—		—		(31)
Other accrued liabilities and gift card liability	(135)		—		—		(135)
Tenant inducements paid to franchisees	(9)		—		—		(9)
Net cash provided by operating activities	487		—		—		487
Cash flows from investing activities:
Payments for property and equipment	(48)		—		—		(48)
Net proceeds from disposal of assets, restaurant closures, and refranchisings	13		—		—		13
Settlement/sale of derivatives, net	28		—		—		28
Other investing activities, net	(1)		—		—		(1)
Net cash (used for) provided by investing activities	(8)		—		—		(8)
Cash flows from financing activities:
Proceeds from long-term debt	2		—		—		2
Repayments of long-term debt and finance leases	(68)		—		—		(68)
Distributions on Class A common and Partnership exchangeable units	—		(492)		—		(492)
Capital contribution from RBI	49		—		—		49
Distributions from subsidiaries	(492)		492		—		—
(Payments) proceeds from derivatives	63		—		—		63
Other financing activities, net	(2)		—		—		(2)
Net cash (used for) provided by financing activities	(448)		—		—		(448)
Effect of exchange rates on cash and cash equivalents	4		—		—		4
Increase (decrease) in cash and cash equivalents	35		—		—		35
Cash and cash equivalents at beginning of period	1,178		—		—		1,178
Cash and cash equivalents at end of period	$	1,213	$	—	$	—	$	1,213

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

(In millions of U.S. dollars)

Six Months Ended June 30, 2022

	Consolidated Borrowers		RBILP		Eliminations		Consolidated
Cash flows from operating activities:
Net income	$	616	$	616	$	(616)	$	616
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	—		(616)		616		—
Depreciation and amortization	97		—		—		97
Amortization of deferred financing costs and debt issuance discount	14		—		—		14
(Income) loss from equity method investments	22		—		—		22
(Gain) loss on remeasurement of foreign denominated transactions	(52)		—		—		(52)
Net (gains) losses on derivatives	27		—		—		27
Share-based compensation and non-cash incentive compensation expense	59		—		—		59
Other	2		—		—		2
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	4		—		—		4
Inventories and prepaids and other current assets	(27)		—		—		(27)
Accounts and drafts payable	99		—		—		99
Other accrued liabilities and gift card liability	(199)		—		—		(199)
Tenant inducements paid to franchisees	(6)		—		—		(6)
Other long-term assets and liabilities	13		—		—		13
Net cash provided by operating activities	669		—		—		669
Cash flows from investing activities:
Payments for property and equipment	(28)		—		—		(28)
Net proceeds from disposal of assets, restaurant closures, and refranchisings	10		—		—		10
Net payments in connection with purchase of Firehouse Subs	(12)		—		—		(12)
Settlement/sale of derivatives, net	9		—		—		9
Other investing activities, net	(25)		—		—		(25)
Net cash (used for) provided by investing activities	(46)		—		—		(46)
Cash flows from financing activities:
Proceeds from long-term debt	2		—		—		2
Repayments of long-term debt and finance leases	(47)		—		—		(47)
Distributions on Class A common and Partnership exchangeable units	—		(485)		—		(485)
Distribution to RBI for repurchase of RBI common shares	—		(326)		—		(326)
Capital contribution from RBI	4		—		—		4
Distributions from subsidiaries	(811)		811		—		—
(Payments) proceeds from derivatives	(6)		—		—		(6)
Other financing activities, net	(2)		—		—		(2)
Net cash (used for) provided by financing activities	(860)		—		—		(860)
Effect of exchange rates on cash and cash equivalents	(12)		—		—		(12)
Increase (decrease) in cash and cash equivalents	(249)		—		—		(249)
Cash and cash equivalents at beginning of period	1,087		—		—		1,087
Cash and cash equivalents at end of period	$	838	$	—	$	—	$	838

XML

Description of Business and Organization (Details)	Jun. 30, 2023 country restaurant brand
Basis Of Presentation [Line Items]
Number of franchised or owned restaurants	30,125
Number of countries in which company and franchise restaurants operated (more than) | country	100
Percentage of franchised restaurants	100.00%
Tim Hortons brand
Basis Of Presentation [Line Items]
Number of franchised or owned restaurants	5,662
Burger King brand
Basis Of Presentation [Line Items]
Number of franchised or owned restaurants	18,935
Popeyes brand
Basis Of Presentation [Line Items]
Number of franchised or owned restaurants	4,269
Firehouse Subs restaurants
Basis Of Presentation [Line Items]
Number of franchised or owned restaurants | brand	1,259

XML

Basis of Presentation and Consolidation (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Supplier finance programs, term	120 days
Supply chain finance	$ 36	$ 47

XML

Leases (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Lease income - operating leases
Minimum lease payments	$ 97	$ 101	$ 195	$ 214
Variable lease payments	119	106	215	179
Amortization of favorable and unfavorable income lease contracts, net	1	1	1	1
Subtotal - lease income from operating leases	217	208	411	394
Earned income on direct financing and sales-type leases	3	1	5	3
Total property revenues	$ 220	$ 209	$ 416	$ 397

XML

Revenue Recognition - Change In Contract Liabilities (Details) $ in Millions	6 Months Ended
	Jun. 30, 2023 USD ($)
Change In Contract With Customer Liability [Roll Forward]
Beginning balance	$ 540
Recognized during period and included in the contract liability balance at the beginning of the year	(30)
Increase, excluding amounts recognized as revenue during the period	24
Impact of foreign currency translation	4
Ending balance	$ 538

XML

Revenue Recognition - Estimated Revenue Recognition (Details) $ in Millions	Jun. 30, 2023 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contract liabilities expected to be recognized in	$ 538
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contract liabilities expected to be recognized in	$ 27
Revenue, remaining performance obligation, expected timing of satisfaction, period	6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contract liabilities expected to be recognized in	$ 52
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contract liabilities expected to be recognized in	$ 49
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contract liabilities expected to be recognized in	$ 46
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contract liabilities expected to be recognized in	$ 43
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contract liabilities expected to be recognized in	$ 321
Revenue, remaining performance obligation, expected timing of satisfaction, period

XML

Revenue Recognition - Disaggregation of Total Revenues (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Property revenues	$ 220	$ 209	$ 416	$ 397
Total revenues	1,775	1,639	3,365	3,090
TH
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Property revenues	158	149	295	279
Total revenues	1,016	968	1,916	1,797
BK
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Property revenues	58	57	114	112
Total revenues	529	473	1,013	916
PLK
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Property revenues	4	3	7	6
Total revenues	182	165	350	313
FHS
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Property revenues	0	0	0	0
Total revenues	48	33	86	64
Sales
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	744	708	1,412	1,317
Total revenues	744	708	1,412	1,317
Sales | TH
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	688	661	1,306	1,227
Sales | BK
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	24	17	43	33
Sales | PLK
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	22	20	43	37
Sales | FHS
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	10	10	20	20
Royalties
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	491	438	933	841
Royalties | TH
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	90	83	167	152
Royalties | BK
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	302	266	575	517
Royalties | PLK
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	81	72	156	139
Royalties | FHS
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	18	17	35	33
Franchise fees and other revenue
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	31	29	61	53
Franchise fees and other revenue | TH
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	7	6	13	13
Franchise fees and other revenue | BK
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	13	12	28	24
Franchise fees and other revenue | PLK
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	5	6	8	7
Franchise fees and other revenue | FHS
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	6	5	12	9
Advertising revenues and other services
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	289	255	543	482
Total revenues	289	255	543	482
Advertising revenues and other services | TH
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	73	69	135	126
Advertising revenues and other services | BK
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	132	121	253	230
Advertising revenues and other services | PLK
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	70	64	136	124
Advertising revenues and other services | FHS
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Revenues	$ 14	$ 1	$ 19	$ 2

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Earnings per Unit (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Allocation of net income among partner interests:
Net income attributable to common unitholders	$ 350	$ 345	$ 626	$ 614
Class A common units
Allocation of net income among partner interests:
Net income attributable to common unitholders	$ 241	$ 236	$ 430	$ 419
Denominator - basic and diluted partnership units:
Weighted average number of unit outstanding, basic (in shares)	202	202	202	202
Weighted average number of units outstanding, diluted (in shares)	202	202	202	202
Earnings per unit - basic and diluted:
Earnings per unit, basic (in usd per share)	$ 1.19	$ 1.17	$ 2.13	$ 2.07
Earnings per unit, diluted (in usd per share)	$ 1.19	$ 1.17	$ 2.13	$ 2.07
Partnership exchangeable units
Allocation of net income among partner interests:
Net income attributable to common unitholders	$ 109	$ 109	$ 196	$ 195
Denominator - basic and diluted partnership units:
Weighted average number of unit outstanding, basic (in shares)	141	143	142	144
Weighted average number of units outstanding, diluted (in shares)	141	143	142	144
Earnings per unit - basic and diluted:
Earnings per unit, basic (in usd per share)	$ 0.77	$ 0.77	$ 1.39	$ 1.36
Earnings per unit, diluted (in usd per share)	$ 0.77	$ 0.77	$ 1.39	$ 1.36

XML

Intangible Assets, net and Goodwill - Schedule of Intangible Assets, net and Goodwill (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross	$ 814	$ 810
Accumulated Amortization	(388)	(370)
Net	426	440
Indefinite-lived Intangible Assets [Line Items]
Intangible assets, net	11,120	10,991
Goodwill [Line Items]
Goodwill	5,772	5,688
Tim Hortons brand
Goodwill [Line Items]
Goodwill	4,140	4,059
Burger King brand
Goodwill [Line Items]
Goodwill	593	590
Popeyes brand
Goodwill [Line Items]
Goodwill	846	846
Firehouse Subs brand
Goodwill [Line Items]
Goodwill	193	193
Trade names
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	10,694	10,551
Trade names | Tim Hortons brand
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	6,424	6,292
Trade names | Burger King brand
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	2,099	2,088
Trade names | Popeyes brand
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	1,355	1,355
Trade names | Firehouse Subs brand
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	816	816
Franchise agreements
Finite-Lived Intangible Assets [Line Items]
Gross	727	720
Accumulated Amortization	(331)	(313)
Net	396	407
Favorable leases
Finite-Lived Intangible Assets [Line Items]
Gross	87	90
Accumulated Amortization	(57)	(57)
Net	$ 30	$ 33

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Intangible Assets, net and Goodwill - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense on intangible assets	$ 10	$ 10	$ 19	$ 20

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Equity Method Investments - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Schedule of Equity Method Investments [Line Items]
Investment in subsidiaries	$ 0		$ 0		$ 0
Related Party
Schedule of Equity Method Investments [Line Items]
Accounts receivable, net	54		54		42
Carrols Restaurant Group, Inc.
Schedule of Equity Method Investments [Line Items]
Quoted market price	$ 47		$ 47
BK Brasil
Schedule of Equity Method Investments [Line Items]
Joint-venture interest	9.40%		9.40%
Quoted market price	$ 24		$ 24
TH International Limited
Schedule of Equity Method Investments [Line Items]
Joint-venture interest	4.20%		4.20%
Quoted market price	$ 20		$ 20
Wendy's Company TIMWEN Partnership | Tim Hortons brand
Schedule of Equity Method Investments [Line Items]
Cash distributions	3	$ 2	6	$ 5
Rent expense	$ 6	$ 5	$ 10	$ 9
United States | Carrols Restaurant Group, Inc.
Schedule of Equity Method Investments [Line Items]
Joint-venture interest	14.80%		14.80%
Canada | Wendy's Company TIMWEN Partnership
Schedule of Equity Method Investments [Line Items]
Joint-venture interest	50.00%		50.00%
Other assets
Schedule of Equity Method Investments [Line Items]
Investment in subsidiaries	$ 140		$ 140		$ 167

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Equity Method Investments - Summary of Franchise and Property Revenues (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenues from affiliates:
Property revenues	$ 220	$ 209	$ 416	$ 397
Total revenues	1,775	1,639	3,365	3,090
Affiliates
Revenues from affiliates:
Total revenues	142	121	270	240
Royalties
Revenues from affiliates:
Revenues	491	438	933	841
Royalties | Affiliates
Revenues from affiliates:
Revenues	103	86	195	174
Advertising revenues and other services
Revenues from affiliates:
Revenues	289	255	543	482
Total revenues	289	255	543	482
Advertising revenues and other services | Affiliates
Revenues from affiliates:
Revenues	20	18	38	34
Property revenues | Affiliates
Revenues from affiliates:
Property revenues	9	8	18	15
Franchise fees and other revenue
Revenues from affiliates:
Revenues	31	29	61	53
Franchise fees and other revenue | Affiliates
Revenues from affiliates:
Revenues	4	5	9	9
Sales | Affiliates
Revenues from affiliates:
Revenues	$ 6	$ 4	$ 10	$ 8

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Other Accrued Liabilities and Other Liabilities, net (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Current:
Distribution payable	$ 249	$ 243
Interest payable	64	89
Accrued compensation and benefits	84	124
Taxes payable	204	190
Deferred income	77	43
Accrued advertising expenses	50	37
Restructuring and other provisions	22	29
Current portion of operating lease liabilities	141	137
Other	84	109
Other accrued liabilities	975	1,001
Noncurrent:
Taxes payable	143	139
Contract liabilities	538	540
Derivatives liabilities	116	34
Unfavorable leases	47	50
Accrued pension	41	40
Deferred income	51	44
Other	24	25
Other liabilities, net	$ 960	$ 872
Operating lease, liability, current, statement of financial position [Extensible Enumeration]	Other accrued liabilities	Other accrued liabilities

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Long-Term Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
TH Facility and other	$ 152	$ 155
Less: unamortized deferred financing costs and deferred issue discount	(98)	(111)
Total debt, net	12,901	12,934
Less: current maturities of debt	(100)	(95)
Total long-term debt	12,801	12,839
Term Loan B
Debt Instrument [Line Items]
Term loan facility	5,163	5,190
Term Loan A
Debt Instrument [Line Items]
Term loan facility	$ 1,234	1,250
3.875% First Lien Senior Notes due 2028 | Senior Notes
Debt Instrument [Line Items]
Stated interest rate (as a percent)	3.875%
Senior notes	$ 1,550	1,550
3.50% First Lien Senior Notes due 2029 | Senior Notes
Debt Instrument [Line Items]
Stated interest rate (as a percent)	3.50%
Senior notes	$ 750	750
5.75% First Lien Senior Notes due 2025
Debt Instrument [Line Items]
Stated interest rate (as a percent)	5.75%
5.75% First Lien Senior Notes due 2025 | Senior Notes
Debt Instrument [Line Items]
Stated interest rate (as a percent)	5.75%
Senior notes	$ 500	500
4.375% Second Lien Senior Notes due 2028
Debt Instrument [Line Items]
Stated interest rate (as a percent)	4.375%
4.375% Second Lien Senior Notes due 2028 | Senior Notes
Debt Instrument [Line Items]
Stated interest rate (as a percent)	4.375%
Senior notes	$ 750	750
4.00% Second Lien Senior Notes due 2030
Debt Instrument [Line Items]
Stated interest rate (as a percent)	4.00%
4.00% Second Lien Senior Notes due 2030 | Senior Notes
Debt Instrument [Line Items]
Stated interest rate (as a percent)	4.00%
Senior notes	$ 2,900	$ 2,900

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Long-Term Debt - Revolving Credit Facility (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Line of Credit Facility [Line Items]
Amount outstanding under credit facility	$ 12,901,000,000	$ 12,934,000,000
Revolving Credit Facility
Line of Credit Facility [Line Items]
Amount outstanding under credit facility	0
Letters of credit issued against credit facility	2,000,000
Remaining borrowing capacity	998,000,000
Letter of credit sublimit as part of revolving credit facility	$ 125,000,000

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Long-Term Debt - TH facility (Details) $ in Millions	6 Months Ended
	Jun. 30, 2023 USD ($) subsidiary	Jun. 30, 2023 CAD ($) subsidiary	Dec. 31, 2022 USD ($)
Line of Credit Facility [Line Items]
Amount outstanding under credit facility	$ 12,901		$ 12,934
TH Facility
Line of Credit Facility [Line Items]
Aggregate principal amount outstanding		$ 225,000,000
Amount outstanding under credit facility		$ 190,000,000
Interest rate	6.62%	6.62%
TH Facility | Canadian Bankers' Acceptance Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate	1.40%
TH Facility | Prime Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate	0.40%
TH Facility | Line of Credit
Line of Credit Facility [Line Items]
Number of subsidiaries | subsidiary	1	1
Number of guaranteed subsidiaries | subsidiary	4	4

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Long-Term Debt - Schedule of Fair Value Measurement (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Fair value of our variable term debt and senior notes	$ 12,053	$ 11,885
Principal carrying amount of our variable term debt and senior notes	$ 12,847	$ 12,890

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Long-Term Debt - Schedule of Interest Expense, Net (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Debt Disclosure [Abstract]
Debt	$ 142	$ 118	$ 280	$ 233
Finance lease obligations	5	5	9	10
Amortization of deferred financing costs and debt issuance discount	7	7	14	14
Interest income	(9)	(1)	(16)	(1)
Interest expense, net	145	129	287	256
Cross-currency rate swaps | Derivatives designated as net investment hedges | Interest expense, net
Debt Instrument [Line Items]
Gain reclassified to earnings, net investment hedge	$ 16	$ 12	$ 31	$ 23

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Income Taxes (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Effective income tax rate	14.30%	15.90%	12.10%	16.20%

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Equity - Additional Information (Details)	6 Months Ended
	Jun. 30, 2023 shares
Partnership exchangeable units
Stockholders Equity [Line Items]
BKW reorganization into Partnership (in shares)	2,237,859

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Equity - Summary of Changes in the Components of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Accumulated Other Comprehensive Income (Loss)
Beginning balances	$ 4,311	$ 3,961	$ 4,268	$ 3,853
Foreign currency translation adjustment	194	(345)	234	(288)
Net change in fair value of derivatives, net of tax			(72)
Amounts reclassified to earnings of cash flow hedges, net of tax	(17)	16	(30)	37
Gain (loss) recognized on other, net of tax	2	1	2	2
Ending balances	4,678	3,909	4,678	3,909
Accumulated  Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss)
Beginning balances	(1,020)	(819)	(973)	(1,024)
Ending balances	(839)	$ (838)	(839)	$ (838)
Derivatives
Accumulated Other Comprehensive Income (Loss)
Beginning balances			944
Net change in fair value of derivatives, net of tax			(72)
Amounts reclassified to earnings of cash flow hedges, net of tax			(30)
Ending balances	842		842
Pensions
Accumulated Other Comprehensive Income (Loss)
Beginning balances			(24)
Gain (loss) recognized on other, net of tax			2
Ending balances	(22)		(22)
Foreign Currency Translation
Accumulated Other Comprehensive Income (Loss)
Beginning balances			(1,893)
Foreign currency translation adjustment			234
Ending balances	$ (1,659)		$ (1,659)

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Derivative Instruments - Additional Information (Details) € in Millions	6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2023 EUR (€)	Dec. 31, 2021 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Interest Rate Swaps - Period One
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount	$ 3,500,000,000
Interest Rate Swaps - Period Two
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount	500,000,000
Interest Rate Swap | Interest expense, net
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Loss reclassified from OACI to Income	117,000,000
Cross Currency Interest Rate Contract | Fixed Income Interest Rate | Derivatives designated as net investment hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount	5,000,000,000		$ 150,000,000	$ 500,000,000	$ 400,000,000
Cross Currency Interest Rate Contract | Fixed Income Interest Rate | Hedge Funds
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount	1,200,000,000	€ 1,108
Foreign Exchange Contract
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount	$ 203,000,000

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Derivative Instruments - Quantitative Disclosures of Derivative Instruments Including Estimated Fair Values (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Interest rate swaps | Derivatives designated as cash flow hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain or (Loss) Recognized in Other Comprehensive Income (Loss)	$ 120	$ 107	$ 63	$ 330
Interest rate swaps | Interest expense, net | Derivatives designated as cash flow hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain or (Loss) Reclassified from AOCI into Earnings	20	(23)	35	(52)
Forward-currency contracts | Derivatives designated as cash flow hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain or (Loss) Recognized in Other Comprehensive Income (Loss)	(3)	6	(4)	4
Forward-currency contracts | Cost of sales | Derivatives designated as cash flow hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain or (Loss) Reclassified from AOCI into Earnings	3	1	6	2
Cross-currency rate swaps | Derivatives designated as net investment hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain or (Loss) Recognized in Other Comprehensive Income (Loss)	(88)	264	(123)	204
Cross-currency rate swaps | Interest expense, net | Derivatives designated as net investment hedges
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain or (Loss) Recognized in Earnings (Amount Excluded from Effectiveness Testing)	$ 16	$ 12	$ 31	$ 23

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Derivative Instruments - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives assets	$ 326	$ 365
Derivatives liabilities	119	34
Derivatives designated as cash flow hedges | Interest rate | Other assets, net
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives assets	283	280
Derivatives designated as cash flow hedges | Foreign currency | Prepaids and other current assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives assets	1	7
Derivatives designated as cash flow hedges | Foreign currency | Other accrued liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives liabilities	3	0
Derivatives designated as net investment hedges | Foreign currency | Other assets, net
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives assets	42	78
Derivatives designated as net investment hedges | Foreign currency | Other liabilities, net
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives liabilities	$ 116	$ 34

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Other Operating Expenses (Income), net (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Other Income and Expenses [Abstract]
Net losses (gains) on disposal of assets, restaurant closures, and refranchisings	$ (9)	$ (1)	$ (11)	$ 1
Litigation settlements (gains) and reserves, net	(3)	2	(2)	3
Net losses (gains) on foreign exchange	(1)	(31)	7	(52)
Other, net	6	5	16	7
Other operating expenses (income), net	$ (7)	$ (25)	$ 10	$ (41)

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Segment Reporting - Additional Information (Details)	6 Months Ended
	Jun. 30, 2023 brand
Segment Reporting [Abstract]
Number of brands	4

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Segment Reporting - Revenues by Operating Segment and Country (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue, Major Customer [Line Items]
Total revenues	$ 1,775	$ 1,639	$ 3,365	$ 3,090
Canada
Revenue, Major Customer [Line Items]
Total revenues	$ 918	$ 878	$ 1,727	$ 1,625
Canada | Revenue Benchmark | Geographic Concentration Risk
Revenue, Major Customer [Line Items]
Concentration risk, percentage	10.00%	10.00%	10.00%	10.00%
United States
Revenue, Major Customer [Line Items]
Total revenues	$ 631	$ 571	$ 1,204	$ 1,092
United States | Revenue Benchmark | Geographic Concentration Risk
Revenue, Major Customer [Line Items]
Concentration risk, percentage	10.00%	10.00%	10.00%	10.00%
Other
Revenue, Major Customer [Line Items]
Total revenues	$ 226	$ 190	$ 434	$ 373
TH
Revenue, Major Customer [Line Items]
Total revenues	1,016	968	1,916	1,797
BK
Revenue, Major Customer [Line Items]
Total revenues	529	473	1,013	916
PLK
Revenue, Major Customer [Line Items]
Total revenues	182	165	350	313
FHS
Revenue, Major Customer [Line Items]
Total revenues	$ 48	$ 33	$ 86	$ 64

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Segment Reporting - Reconciliation of Segment Income to Net Income (Loss) (Details) - USD ($) $ in Millions	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting, Revenue Reconciling Item [Line Items]
Adjusted EBITDA	$ 665		$ 618		$ 1,253	$ 1,148
Impact of equity method investments	11		9		18	22
Other operating expenses (income), net	(7)		(25)		10	(41)
EBITDA	603		589		1,096	1,088
Depreciation and amortization	49		48		95	97
Income from operations	554		541		1,001	991
Interest expense, net	145		129		287	256
Income tax expense	58		66		86	119
Net income	351	$ 277	346	$ 270	628	616
Unallocated Management G&A
Segment Reporting, Revenue Reconciling Item [Line Items]
Share-based compensation and non-cash incentive compensation expense	47		32		92	59
Corporate restructuring and advisory fees	7		6		12	9
Impact of equity method investments	15		12		24	28
Other operating expenses (income), net	(7)		(25)		10	(41)
Unallocated Management G&A | Firehouse Subs brand
Segment Reporting, Revenue Reconciling Item [Line Items]
FHS Transaction costs	0		4		19	5
TH | Operating Segments
Segment Reporting, Revenue Reconciling Item [Line Items]
Adjusted EBITDA	290		274		541	505
BK | Operating Segments
Segment Reporting, Revenue Reconciling Item [Line Items]
Adjusted EBITDA	288		270		544	499
PLK | Operating Segments
Segment Reporting, Revenue Reconciling Item [Line Items]
Adjusted EBITDA	73		61		139	117
FHS | Operating Segments
Segment Reporting, Revenue Reconciling Item [Line Items]
Adjusted EBITDA	$ 14		$ 13		$ 29	$ 27

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Supplemental Financial Information - Narrative (Details)	Jun. 30, 2023
3.875% First Lien Senior Notes due 2028 | Senior Notes
Stated interest rate (as a percent)	3.875%
3.50% First Lien Senior Notes due 2029
Stated interest rate (as a percent)	3.50%
5.75% First Lien Senior Notes due 2025
Stated interest rate (as a percent)	5.75%
5.75% First Lien Senior Notes due 2025 | Senior Notes
Stated interest rate (as a percent)	5.75%
4.375% Second Lien Senior Notes due 2028
Stated interest rate (as a percent)	4.375%
4.375% Second Lien Senior Notes due 2028 | Senior Notes
Stated interest rate (as a percent)	4.375%
4.00% Second Lien Senior Notes due 2030
Stated interest rate (as a percent)	4.00%
4.00% Second Lien Senior Notes due 2030 | Senior Notes
Stated interest rate (as a percent)	4.00%

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Supplemental Financial Information - Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Millions	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 1,213		$ 1,178	$ 838		$ 1,087
Accounts and notes receivable, net	639		614
Inventories, net	171		133
Prepaids and other current assets	167		123
Total current assets	2,190		2,048
Property and equipment, net	1,957		1,950
Operating lease assets, net	1,094		1,082
Intangible assets, net	11,120		10,991
Goodwill	5,772		5,688
Intercompany receivable	0		0
Investment in subsidiaries	0		0
Other assets, net	1,000		987
Total assets	23,133		22,746
Current liabilities:
Accounts and drafts payable	735		758
Other accrued liabilities	975		1,001
Gift card liability	174		230
Current portion of long-term debt and finance leases	132		127
Total current liabilities	2,016		2,116
Long-term debt, net of current portion	12,801		12,839
Finance leases, net of current portion	315		311
Operating lease liabilities, net of current portion	1,036		1,027
Other liabilities, net	960		872
Deferred income taxes, net	1,327		1,313
Total liabilities	18,455		18,478
Partners’ capital:
Common shares	0		0
Retained earnings	0		0
Accumulated other comprehensive income (loss)	(839)		(973)
Total Partners’ capital	4,676		4,266
Noncontrolling interests	2		2
Total equity	4,678	$ 4,311	4,268	3,909	$ 3,961	3,853
Total liabilities and equity	23,133		22,746
Related Party
Current liabilities:
Other liabilities, net	0		0
Nonrelated Party
Current liabilities:
Other liabilities, net	960		872
Class A common units
Partners’ capital:
Class A common units	9,107		8,735
Partnership exchangeable units
Partners’ capital:
Partnership exchangeable units	(3,592)		(3,496)
Eliminations
Current assets:
Cash and cash equivalents	0		0	0		0
Accounts and notes receivable, net	0		0
Inventories, net	0		0
Prepaids and other current assets	0		0
Total current assets	0		0
Property and equipment, net	0		0
Operating lease assets, net	0		0
Intangible assets, net	0		0
Goodwill	0		0
Intercompany receivable	(249)		(243)
Investment in subsidiaries	(4,678)		(4,268)
Other assets, net	0		0
Total assets	(4,927)		(4,511)
Current liabilities:
Accounts and drafts payable	0		0
Other accrued liabilities	0		0
Gift card liability	0		0
Current portion of long-term debt and finance leases	0		0
Total current liabilities	0		0
Long-term debt, net of current portion	0		0
Finance leases, net of current portion	0		0
Operating lease liabilities, net of current portion	0		0
Deferred income taxes, net	0		0
Total liabilities	(249)		(243)
Partners’ capital:
Common shares	(2,641)		(2,494)
Retained earnings	(2,874)		(2,745)
Accumulated other comprehensive income (loss)	839		973
Total Partners’ capital	(4,676)		(4,266)
Noncontrolling interests	(2)		(2)
Total equity	(4,678)		(4,268)
Total liabilities and equity	(4,927)		(4,511)
Eliminations | Related Party
Current liabilities:
Other liabilities, net	(249)		(243)
Eliminations | Nonrelated Party
Current liabilities:
Other liabilities, net	0		0
Eliminations | Class A common units
Partners’ capital:
Class A common units	0		0
Eliminations | Partnership exchangeable units
Partners’ capital:
Partnership exchangeable units	0		0
Consolidated Borrowers | Reportable Legal Entities
Current assets:
Cash and cash equivalents	1,213		1,178	838		1,087
Accounts and notes receivable, net	639		614
Inventories, net	171		133
Prepaids and other current assets	167		123
Total current assets	2,190		2,048
Property and equipment, net	1,957		1,950
Operating lease assets, net	1,094		1,082
Intangible assets, net	11,120		10,991
Goodwill	5,772		5,688
Intercompany receivable	0		0
Investment in subsidiaries	0		0
Other assets, net	1,000		987
Total assets	23,133		22,746
Current liabilities:
Accounts and drafts payable	735		758
Other accrued liabilities	726		758
Gift card liability	174		230
Current portion of long-term debt and finance leases	132		127
Total current liabilities	1,767		1,873
Long-term debt, net of current portion	12,801		12,839
Finance leases, net of current portion	315		311
Operating lease liabilities, net of current portion	1,036		1,027
Deferred income taxes, net	1,327		1,313
Total liabilities	18,455		18,478
Partners’ capital:
Common shares	2,641		2,494
Retained earnings	2,874		2,745
Accumulated other comprehensive income (loss)	(839)		(973)
Total Partners’ capital	4,676		4,266
Noncontrolling interests	2		2
Total equity	4,678		4,268
Total liabilities and equity	23,133		22,746
Consolidated Borrowers | Reportable Legal Entities | Related Party
Current liabilities:
Other liabilities, net	249		243
Consolidated Borrowers | Reportable Legal Entities | Nonrelated Party
Current liabilities:
Other liabilities, net	960		872
Consolidated Borrowers | Reportable Legal Entities | Class A common units
Partners’ capital:
Class A common units	0		0
Consolidated Borrowers | Reportable Legal Entities | Partnership exchangeable units
Partners’ capital:
Partnership exchangeable units	0		0
RBILP | Reportable Legal Entities
Current assets:
Cash and cash equivalents	0		0	$ 0		$ 0
Accounts and notes receivable, net	0		0
Inventories, net	0		0
Prepaids and other current assets	0		0
Total current assets	0		0
Property and equipment, net	0		0
Operating lease assets, net	0		0
Intangible assets, net	0		0
Goodwill	0		0
Intercompany receivable	249		243
Investment in subsidiaries	4,678		4,268
Other assets, net	0		0
Total assets	4,927		4,511
Current liabilities:
Accounts and drafts payable	0		0
Other accrued liabilities	249		243
Gift card liability	0		0
Current portion of long-term debt and finance leases	0		0
Total current liabilities	249		243
Long-term debt, net of current portion	0		0
Finance leases, net of current portion	0		0
Operating lease liabilities, net of current portion	0		0
Deferred income taxes, net	0		0
Total liabilities	249		243
Partners’ capital:
Common shares	0		0
Retained earnings	0		0
Accumulated other comprehensive income (loss)	(839)		(973)
Total Partners’ capital	4,676		4,266
Noncontrolling interests	2		2
Total equity	4,678		4,268
Total liabilities and equity	4,927		4,511
RBILP | Reportable Legal Entities | Related Party
Current liabilities:
Other liabilities, net	0		0
RBILP | Reportable Legal Entities | Nonrelated Party
Current liabilities:
Other liabilities, net	0		0
RBILP | Reportable Legal Entities | Class A common units
Partners’ capital:
Class A common units	9,107		8,735
RBILP | Reportable Legal Entities | Partnership exchangeable units
Partners’ capital:
Partnership exchangeable units	$ (3,592)		$ (3,496)

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Supplemental Financial Information - Condensed Consolidating Statements of Operations (Details) - USD ($) $ in Millions	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenues:
Total revenues	$ 1,775		$ 1,639		$ 3,365	$ 3,090
Operating costs and expenses:
Cost of sales	612		584		1,162	1,078
Franchise and property expenses	130		125		253	255
Advertising expenses and other services	312		259		583	506
General and administrative expenses	163		146		338	279
(Income) loss from equity method investments	11		9		18	22
Other operating expenses (income), net	(7)		(25)		10	(41)
Total operating costs and expenses	1,221		1,098		2,364	2,099
Income from operations	554		541		1,001	991
Interest expense, net	145		129		287	256
Income before income taxes	409		412		714	735
Income tax expense	58		66		86	119
Net income	351		346		628	616
Equity in earnings of consolidated subsidiaries	0		0		0	0
Net income	351	$ 277	346	$ 270	628	616
Net income (loss) attributable to noncontrolling interests	1		1		2	2
Net income attributable to common unitholders	350		345		626	614
Comprehensive income (loss)	532		327		762	802
Eliminations
Revenues:
Total revenues	0		0		0	0
Operating costs and expenses:
Cost of sales	0		0		0	0
Franchise and property expenses	0		0		0	0
Advertising expenses and other services	0		0		0	0
General and administrative expenses	0		0		0	0
(Income) loss from equity method investments	0		0		0	0
Other operating expenses (income), net	0		0		0	0
Total operating costs and expenses	0		0		0	0
Income from operations	0		0		0	0
Interest expense, net	0		0		0	0
Income before income taxes	0		0		0	0
Income tax expense	0		0		0	0
Net income	0		0		0	0
Equity in earnings of consolidated subsidiaries	(351)		(346)		(628)	(616)
Net income	(351)		(346)		(628)	(616)
Net income (loss) attributable to noncontrolling interests	(1)		(1)		(2)	(2)
Net income attributable to common unitholders	(350)		(345)		(626)	(614)
Comprehensive income (loss)	(532)		(327)		(762)	(802)
Consolidated Borrowers | Reportable Legal Entities
Revenues:
Total revenues	1,775		1,639		3,365	3,090
Operating costs and expenses:
Cost of sales	612		584		1,162	1,078
Franchise and property expenses	130		125		253	255
Advertising expenses and other services	312		259		583	506
General and administrative expenses	163		146		338	279
(Income) loss from equity method investments	11		9		18	22
Other operating expenses (income), net	(7)		(25)		10	(41)
Total operating costs and expenses	1,221		1,098		2,364	2,099
Income from operations	554		541		1,001	991
Interest expense, net	145		129		287	256
Income before income taxes	409		412		714	735
Income tax expense	58		66		86	119
Net income	351		346		628	616
Equity in earnings of consolidated subsidiaries	0		0		0	0
Net income	351		346		628	616
Net income (loss) attributable to noncontrolling interests	1		1		2	2
Net income attributable to common unitholders	350		345		626	614
Comprehensive income (loss)	532		327		762	802
RBILP | Reportable Legal Entities
Revenues:
Total revenues	0		0		0	0
Operating costs and expenses:
Cost of sales	0		0		0	0
Franchise and property expenses	0		0		0	0
Advertising expenses and other services	0		0		0	0
General and administrative expenses	0		0		0	0
(Income) loss from equity method investments	0		0		0	0
Other operating expenses (income), net	0		0		0	0
Total operating costs and expenses	0		0		0	0
Income from operations	0		0		0	0
Interest expense, net	0		0		0	0
Income before income taxes	0		0		0	0
Income tax expense	0		0		0	0
Net income	0		0		0	0
Equity in earnings of consolidated subsidiaries	351		346		628	616
Net income	351		346		628	616
Net income (loss) attributable to noncontrolling interests	1		1		2	2
Net income attributable to common unitholders	350		345		626	614
Comprehensive income (loss)	532		327		762	802
Sales
Revenues:
Total revenues	744		708		1,412	1,317
Sales | Eliminations
Revenues:
Total revenues	0		0		0	0
Sales | Consolidated Borrowers | Reportable Legal Entities
Revenues:
Total revenues	744		708		1,412	1,317
Sales | RBILP | Reportable Legal Entities
Revenues:
Total revenues	0		0		0	0
Franchise and property revenues
Revenues:
Total revenues	742		676		1,410	1,291
Franchise and property revenues | Eliminations
Revenues:
Total revenues	0		0		0	0
Franchise and property revenues | Consolidated Borrowers | Reportable Legal Entities
Revenues:
Total revenues	742		676		1,410	1,291
Franchise and property revenues | RBILP | Reportable Legal Entities
Revenues:
Total revenues	0		0		0	0
Advertising revenues and other services
Revenues:
Total revenues	289		255		543	482
Advertising revenues and other services | Eliminations
Revenues:
Total revenues	0		0		0	0
Advertising revenues and other services | Consolidated Borrowers | Reportable Legal Entities
Revenues:
Total revenues	289		255		543	482
Advertising revenues and other services | RBILP | Reportable Legal Entities
Revenues:
Total revenues	$ 0		$ 0		$ 0	$ 0

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Supplemental Financial Information - Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Millions	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net income	$ 351	$ 277	$ 346	$ 270	$ 628	$ 616
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	0		0		0	0
Depreciation and amortization					95	97
Amortization of deferred financing costs and debt issuance discount	7		7		14	14
(Income) loss from equity method investments	11		9		18	22
(Gain) loss on remeasurement of foreign denominated transactions					7	(52)
Net (gains) losses on derivatives					(72)	27
Share-based compensation and non-cash incentive compensation expense					92	59
Deferred income taxes					(40)	0
Other					(6)	2
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable					(29)	4
Inventories and prepaids and other current assets					(45)	(27)
Accounts and drafts payable					(31)	99
Other accrued liabilities and gift card liability					(135)	(199)
Tenant inducements paid to franchisees					(9)	(6)
Other long-term assets and liabilities					0	13
Net cash provided by operating activities					487	669
Cash flows from investing activities:
Payments for property and equipment					(48)	(28)
Net proceeds from disposal of assets, restaurant closures, and refranchisings					13	10
Net payments in connection with purchase of Firehouse Subs					0	(12)
Settlement/sale of derivatives, net					28	9
Other investing activities, net					(1)	(25)
Net cash (used for) provided by investing activities					(8)	(46)
Cash flows from financing activities:
Proceeds from long-term debt					2	2
Repayments of long-term debt and finance leases					(68)	(47)
Distributions on Class A common and Partnership exchangeable units					(492)	(485)
Distribution to RBI for repurchase of RBI common shares					0	(326)
Capital contribution from RBI					49	4
Distributions from subsidiaries					0	0
(Payments) proceeds from derivatives					63
(Payments) proceeds from derivatives						(6)
Other financing activities, net					(2)	(2)
Net cash (used for) provided by financing activities					(448)	(860)
Effect of exchange rates on cash and cash equivalents					4	(12)
Increase (decrease) in cash and cash equivalents					35	(249)
Cash and cash equivalents at beginning of period		1,178		1,087	1,178	1,087
Cash and cash equivalents at end of period	1,213		838		1,213	838
Eliminations
Cash flows from operating activities:
Net income	(351)		(346)		(628)	(616)
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	351		346		628	616
Depreciation and amortization					0	0
Amortization of deferred financing costs and debt issuance discount					0	0
(Income) loss from equity method investments	0		0		0	0
(Gain) loss on remeasurement of foreign denominated transactions					0	0
Net (gains) losses on derivatives					0	0
Share-based compensation and non-cash incentive compensation expense					0	0
Deferred income taxes					0
Other					0	0
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable					0	0
Inventories and prepaids and other current assets					0	0
Accounts and drafts payable					0	0
Other accrued liabilities and gift card liability					0	0
Tenant inducements paid to franchisees					0	0
Other long-term assets and liabilities						0
Net cash provided by operating activities					0	0
Cash flows from investing activities:
Payments for property and equipment					0	0
Net proceeds from disposal of assets, restaurant closures, and refranchisings					0	0
Net payments in connection with purchase of Firehouse Subs						0
Settlement/sale of derivatives, net					0	0
Other investing activities, net					0	0
Net cash (used for) provided by investing activities					0	0
Cash flows from financing activities:
Proceeds from long-term debt					0	0
Repayments of long-term debt and finance leases					0	0
Distributions on Class A common and Partnership exchangeable units					0	0
Distribution to RBI for repurchase of RBI common shares						0
Capital contribution from RBI					0	0
Distributions from subsidiaries					0	0
(Payments) proceeds from derivatives					0
(Payments) proceeds from derivatives						0
Other financing activities, net					0	0
Net cash (used for) provided by financing activities					0	0
Effect of exchange rates on cash and cash equivalents					0	0
Increase (decrease) in cash and cash equivalents					0	0
Cash and cash equivalents at beginning of period		0		0	0	0
Cash and cash equivalents at end of period	0		0		0	0
Consolidated Borrowers | Reportable Legal Entities
Cash flows from operating activities:
Net income	351		346		628	616
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	0		0		0	0
Depreciation and amortization					95	97
Amortization of deferred financing costs and debt issuance discount					14	14
(Income) loss from equity method investments	11		9		18	22
(Gain) loss on remeasurement of foreign denominated transactions					7	(52)
Net (gains) losses on derivatives					(72)	27
Share-based compensation and non-cash incentive compensation expense					92	59
Deferred income taxes					(40)
Other					(6)	2
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable					(29)	4
Inventories and prepaids and other current assets					(45)	(27)
Accounts and drafts payable					(31)	99
Other accrued liabilities and gift card liability					(135)	(199)
Tenant inducements paid to franchisees					(9)	(6)
Other long-term assets and liabilities						13
Net cash provided by operating activities					487	669
Cash flows from investing activities:
Payments for property and equipment					(48)	(28)
Net proceeds from disposal of assets, restaurant closures, and refranchisings					13	10
Net payments in connection with purchase of Firehouse Subs						(12)
Settlement/sale of derivatives, net					28	9
Other investing activities, net					(1)	(25)
Net cash (used for) provided by investing activities					(8)	(46)
Cash flows from financing activities:
Proceeds from long-term debt					2	2
Repayments of long-term debt and finance leases					(68)	(47)
Distributions on Class A common and Partnership exchangeable units					0	0
Distribution to RBI for repurchase of RBI common shares						0
Capital contribution from RBI					49	4
Distributions from subsidiaries					(492)	(811)
(Payments) proceeds from derivatives					63
(Payments) proceeds from derivatives						(6)
Other financing activities, net					(2)	(2)
Net cash (used for) provided by financing activities					(448)	(860)
Effect of exchange rates on cash and cash equivalents					4	(12)
Increase (decrease) in cash and cash equivalents					35	(249)
Cash and cash equivalents at beginning of period		1,178		1,087	1,178	1,087
Cash and cash equivalents at end of period	1,213		838		1,213	838
RBILP | Reportable Legal Entities
Cash flows from operating activities:
Net income	351		346		628	616
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	(351)		(346)		(628)	(616)
Depreciation and amortization					0	0
Amortization of deferred financing costs and debt issuance discount					0	0
(Income) loss from equity method investments	0		0		0	0
(Gain) loss on remeasurement of foreign denominated transactions					0	0
Net (gains) losses on derivatives					0	0
Share-based compensation and non-cash incentive compensation expense					0	0
Deferred income taxes					0
Other					0	0
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable					0	0
Inventories and prepaids and other current assets					0	0
Accounts and drafts payable					0	0
Other accrued liabilities and gift card liability					0	0
Tenant inducements paid to franchisees					0	0
Other long-term assets and liabilities						0
Net cash provided by operating activities					0	0
Cash flows from investing activities:
Payments for property and equipment					0	0
Net proceeds from disposal of assets, restaurant closures, and refranchisings					0	0
Net payments in connection with purchase of Firehouse Subs						0
Settlement/sale of derivatives, net					0	0
Other investing activities, net					0	0
Net cash (used for) provided by investing activities					0	0
Cash flows from financing activities:
Proceeds from long-term debt					0	0
Repayments of long-term debt and finance leases					0	0
Distributions on Class A common and Partnership exchangeable units					(492)	(485)
Distribution to RBI for repurchase of RBI common shares						(326)
Capital contribution from RBI					0	0
Distributions from subsidiaries					492	811
(Payments) proceeds from derivatives					0
(Payments) proceeds from derivatives						0
Other financing activities, net					0	0
Net cash (used for) provided by financing activities					0	0
Effect of exchange rates on cash and cash equivalents					0	0
Increase (decrease) in cash and cash equivalents					0	0
Cash and cash equivalents at beginning of period		$ 0		$ 0	0	0
Cash and cash equivalents at end of period	$ 0		$ 0		$ 0	$ 0

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Subsequent Events (Details) - $ / shares			1 Months Ended	3 Months Ended
	Oct. 04, 2023	Jul. 06, 2023	Aug. 08, 2023	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022
Forecast
Subsequent Event [Line Items]
Common stock dividends paid (in usd per share)	$ 0.55
Partnership exchangeable units
Subsequent Event [Line Items]
Cash dividend declared (in usd per share)				$ 0.55	$ 0.55	$ 0.54	$ 0.54
Subsequent Event
Subsequent Event [Line Items]
Common stock dividends paid (in usd per share)		$ 0.55
Cash dividend declared (in usd per share)			$ 0.55
Subsequent Event | Partnership exchangeable units | Restaurant Brands International Limited Partnership
Subsequent Event [Line Items]
Cash dividend paid per exchangeable unit (in usd per share)		$ 0.55	$ 0.55