Restaurant Brands International's biggest risks in the FY2024 10-K
- Restaurant Brands International faces heavy reliance on franchisees alongside new operational risks from acquiring Carrols and PLK China.
- High leverage of $13,759 million in debt creates significant interest rate and refinancing vulnerabilities.
- Global operations expose the company to foreign currency fluctuations and evolving international tax laws.
The risks most specific to Restaurant Brands International
- Risks Related to Our Business Operations
Failure to preserve the value and relevance of our brands could negatively impact our financial results
Brand value for Tim Hortons, Burger King, Popeyes, and Firehouse Subs could decline due to shifting consumer tastes or product quality concerns.
- Risks Related to Our Business Operations
Increases in food, equipment and commodity costs or shortages or interruptions in supply or delivery thereof could harm our operating results and the results of our franchisees
Significant price fluctuations in beef, chicken, and coffee commodities can harm operating results for the company and its franchisees.
- Risks Related to Our Business Operations
Our supply chain operations subject us to additional risks and may cause our profitability to decline
Operating a vertically integrated supply chain for the Tim Hortons business subjects us to manufacturing and distribution risks.
- Risks Related to Our Business Operations
Operating Company restaurants, including in the Restaurant Holdings segment, exposes us to additional risk and could adversely affect our operating margins and cash flows
The Carrols and PLK China acquisitions added approximately 1,100 operating company restaurants, increasing our operating margins and cash flow risks.
- Risks Related to Our Franchised Business Model
Our franchised business model presents a number of disadvantages and risks
Approximately 95% of our restaurants are franchised, making our future prospects heavily dependent on attracting and retaining capable franchisees.
- Risks Related to Our Franchised Business Model
Labor challenges for franchisees and Company restaurants or being liable as a joint employer could adversely affect our business
Labor shortages and increases in legally required wages across franchisees and Company restaurants could hurt our business or trigger joint employer liability.
- Risks Related to our Indebtedness
Our leverage and obligations to service our debt could adversely affect our business
We carried aggregate outstanding indebtedness of $13,759 million as of December 31, 2024, including $6,001 million in senior secured term loans.
- Risks Related to Taxation
Our effective tax rate, cash taxes and financial results could be adversely impacted by changes in applicable tax laws (including regulatory, administrative, and judicial interpretations and guidance relating to such laws) in the jurisdictions in which we operate
Canadian Bill C-59 enacted new EIFEL rules that restrict interest and financing deductions for our business.
- Risks Related to our Common Shares
3G RBH owns approximately 26% of the combined voting power in RBI, and its interests may conflict with or differ from the interests of the other shareholders
3G RBH owns approximately 26% of our combined voting power and may have interests that conflict with other shareholders.
All 35 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business Operations
- 01We face intense competition in our markets, which could negatively impact our business
- 02Failure to preserve the value and relevance of our brands could negatively impact our financial results
- 03Economic conditions have and may continue to adversely affect consumer discretionary spending and our business and results
- 04Our results can be adversely affected by unforeseen events, such as adverse weather conditions, natural disasters, war or terrorist attacks, pandemics, or other catastrophic events
- 05Our results depend on effective marketing and advertising, successful new product launches and digital engagement
- 06The global scope of our business subjects us to risks and costs that may cause our profitability to decline
- 07Our operations are subject to fluctuations in foreign currency exchange and interest rates
- 08Increases in food, equipment and commodity costs or shortages or interruptions in supply or delivery thereof could harm our operating results and the results of our franchisees
- 09Our supply chain operations subject us to additional risks and may cause our profitability to decline
- 10We and our franchisees may be unable to secure and renew desirable restaurant locations to maintain and grow our restaurant portfolios
- 11Food safety concerns and concerns about the health risk of fast food may adversely affect our business
- 12Operating Company restaurants, including in the Restaurant Holdings segment, exposes us to additional risk and could adversely affect our operating margins and cash flows
- 13refinance or restructure at attractive rates, or at all, particularly if we are required to place greater reliance on the financial and operational representations and warranties of the sellers
- 14If we cannot adequately protect our intellectual property, the value of our brands and our business may be harmed
- 15Changes in regulations may adversely affect restaurant operations and our financial results
- 16We and our franchisees may be adversely affected by changes in climate and weather patterns
- 17We are subject to increasing and evolving requirements and expectations with respect to social, governance and environmental sustainability matters, which could expose us to numerous risks
- 18Outsourcing certain functions to third-party vendors subjects us to risks, including disruptions and increased costs
Risks Related to Our Franchised Business Model
- 19Our franchised business model presents a number of disadvantages and risks
- 20internal controls as our processes. To the extent that we are not able to obtain transparency into our operations from these systems, it could impair the ability of our management to react quickly when appropriate and our operating results could be negatively impacted
- 21Our results are closely tied to the success of independent franchisees, and we have limited influence over their operations
- 22Labor challenges for franchisees and Company restaurants or being liable as a joint employer could adversely affect our business
- 23Our future growth and profitability will depend on our ability to successfully accelerate international development with strategic partners and joint ventures
Risks Related to Information Technology
- 24If we are unable to protect the personal information that we gather or fail to comply with privacy and data protection laws and regulations, we could be subject to civil and criminal penalties, suffer reputational harm and incur substantial costs
- 25Due to the complex and evolving nature of these laws, the scope of our operations, and the increased sophistication of cyber threats, we may incur significant expenses relating to compliance and non-compliance with privacy and data protection legislation
- 26Information technology system failures or interruptions or breaches of our network security may interrupt our operations, cause reputational harm, subject us to increased operating costs and expose us to litigation
Risks Related to our Indebtedness
- 27Our leverage and obligations to service our debt could adversely affect our business
- 28If we are unable to generate sufficient cash flow to pay indebtedness and other funding needs or refinance our indebtedness on favorable terms, or at all, our financial condition may be materially adversely affected
Risks Related to Taxation
- 29Unanticipated tax liabilities could adversely affect the taxes we pay and our profitability
- 30Our effective tax rate, cash taxes and financial results could be adversely impacted by changes in applicable tax laws (including regulatory, administrative, and judicial interpretations and guidance relating to such laws) in the jurisdictions in which we operate
- 31repurchases on or after January 1, 2024. The EIFEL rules have been implemented and as a result, we have restricted interest and financing deductions which can be carried forward indefinitely
Risks Related to our Common Shares
- 323G RBH owns approximately 26% of the combined voting power in RBI, and its interests may conflict with or differ from the interests of the other shareholders
- 33Canadian laws may have the effect of delaying or preventing a change in control
General Risks
- 34The loss of key management personnel or our inability to attract and retain new qualified personnel could hurt our business
- 35We have been, and in the future may be, subject to litigation that could have an adverse effect on our business
Other Restaurant Brands International 10-Ks
- FY2025 10-K risk factors31 risks3 new7 dropped21 reworded
Carrols-related company-operated restaurants now represent approximately 5% of the system, shifting emphasis toward acquisition and operating execution risks.
Filed Feb 20, 2026
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.