What the changes say
- Carrols-related company-operated restaurants now represent approximately 5% of the system, shifting emphasis toward acquisition and operating execution risks.
- Artificial intelligence is now identified as increasing cybersecurity threats across RBI, franchisees, and vendors.
- Economic softness observed over the past year is shifting customers toward affordability and value menus.
- Implemented Canadian EIFEL rules now restrict interest and financing deductions, which can be carried forward indefinitely.
What changed since the prior 10-K
New
- NewRisks Related to Our Business Operations
If we are unable to effectively manage wellness trends and food safety concerns with respect to our restaurants and the QSR industry in general, the value and relevance of our brands and our business outlook could be adversely impacted
Wellness trends, allergens, nutritional scrutiny, and food safety concerns could weaken the relevance and value of Tim Hortons, Burger King, Popeyes, and Firehouse Subs.
- NewRisks Related to Our Franchised Business Model
If we became subject to joint employer liability with our franchisees, it could increase our potential liability and adversely affect our future profitability
Joint-employer findings could make RBI liable for franchisee labor violations, collective bargaining, investigations, fines, litigation, and higher operating costs.
- NewRisks Related to Information Technology
incorporate internet connectivity and artificial intelligence tools, the vulnerabilities of our operations and those of our franchisees and vendors to technological disruptions (such as from cybersecurity incidents) may increase
Internet connectivity and artificial intelligence could make cyberattacks harder to detect across RBI’s systems and those of franchisees and vendors.
Dropped
- DroppedRisks Related to Our Business Operations
Failure to preserve the value and relevance of our brands could negatively impact our financial results
- DroppedRisks Related to Our Business Operations
Food safety concerns and concerns about the health risk of fast food may adversely affect our business
Broad risk that nutritional, animal-welfare, sustainability, and other perceptions could reduce the value of RBI’s brands.
- DroppedRisks Related to Our Business Operations
refinance 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
- DroppedRisks Related to Our Business Operations
Outsourcing certain functions to third-party vendors subjects us to risks, including disruptions and increased costs
- DroppedRisks Related to Our Franchised Business Model
internal 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
- DroppedRisks Related to our Indebtedness
If 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
- DroppedRisks Related to Taxation
repurchases 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
Reworded
- 94% rewrittenRisks Related to Our Business Operations
Our acquisition and operating of material portfolios of Company restaurants exposes us to additional risk and could adversely affect our operating margins and cash flows
The risk now covers acquiring, directly operating, and refranchising restaurants; RBI directly operates approximately 5% of total restaurants, rather than detailing 2024 acquisitions and Burger King China.
Was: Operating Company restaurants, including in the Restaurant Holdings segment, exposes us to additional risk and could adversely affect our operating margins and cash flows
- 86% rewrittenRisks 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
The wording changes share-buyback tax to equity-buyback tax and states that EIFEL is implemented, restricting deductions that carry forward indefinitely.
- 85% rewrittenRisks Related to Our Business Operations
Our results can be adversely affected by unforeseen natural and man-made events, such as adverse weather, natural disasters, pandemics, war or terrorist attacks, or other catastrophic events
The impact is framed around lower franchisee traffic and profitability and reduced RBI royalties, with armed conflicts in Latin America newly mentioned.
Was: Our results can be adversely affected by unforeseen events, such as adverse weather conditions, natural disasters, war or terrorist attacks, pandemics, or other catastrophic events
- 74% rewrittenRisks Related to Information Technology
Information 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
The cybersecurity discussion begins extending beyond systems and vendors to modern plants, facilities, and equipment, although the provided text is incomplete.
- 69% rewrittenRisks Related to Our Business Operations
Labor challenges for franchisees and Company restaurants could adversely affect our business
Labor risks now include immigration limits and disruptions at supply-chain locations, in addition to wage pressure and labor organizing.
Was: Labor challenges for franchisees and Company restaurants or being liable as a joint employer could adversely affect our business
- 68% rewrittenRisks Related to our Indebtedness
Our leverage and obligations to service our debt could adversely affect our business
Reported debt declined from $13,759 million at December 31, 2024 to $13,372 million at December 31, 2025, while future borrowing remains permitted.
- 50% rewrittenRisks Related to Information Technology
If 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
The privacy risk now specifically identifies geolocation data obtained through cookies and other online tracking tools.
- 49% rewrittenRisks Related to Our Business Operations
Economic conditions have and may continue to adversely affect consumer discretionary spending and our business and results
The company says it observed softer economic conditions over the past year and highlights customer shifts toward affordability and value menus.
- 49% rewrittenRisks 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
- 49% rewrittenRisks Related to Our Franchised Business Model
Our franchised business model presents a number of disadvantages and risks
- 47% rewrittenRisks Related to Our Business Operations
The global scope of our business subjects us to risks and costs that may cause our profitability to decline
- 38% rewrittenRisks Related to Our Business Operations
Our results depend on effective marketing and advertising, successful new product launches, and digital engagement
- 37% rewrittenGeneral Risks
The loss of key management personnel or our inability to attract and retain new qualified personnel could hurt our business
- 33% rewrittenRisks Related to Our Business Operations
We 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
- 33% rewrittenGeneral Risks
We have been, and in the future may be, subject to litigation that could have an adverse effect on our business
- 30% rewrittenRisks Related to Our Franchised Business Model
Our future growth and profitability will depend on our ability to successfully accelerate international development with strategic partners and joint ventures
- 28% rewrittenRisks Related to Our Business Operations
We face intense competition in our markets, which could negatively impact our business
- 26% rewrittenRisks Related to Information Technology
Due 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
- 26% rewrittenRisks Related to Our Business Operations
Our operations are subject to fluctuations in foreign currency exchange and interest rates
- 24% rewrittenRisks Related to Our Business Operations
Our supply chain operations subject us to additional risks and may cause our profitability to decline
- 22% rewrittenRisks Related to Our Business Operations
Changes in regulations may adversely affect restaurant operations and our financial results
All 31 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business Operations
- 01Economic conditions have and may continue to adversely affect consumer discretionary spending and our business and results49% rewritten
- 02We face intense competition in our markets, which could negatively impact our business28% rewritten
- 03Our results depend on effective marketing and advertising, successful new product launches, and digital engagement38% rewritten
- 04If we are unable to effectively manage wellness trends and food safety concerns with respect to our restaurants and the QSR industry in general, the value and relevance of our brands and our business outlook could be adversely impactedNew
- 05The global scope of our business subjects us to risks and costs that may cause our profitability to decline47% rewritten
- 06Our operations are subject to fluctuations in foreign currency exchange and interest rates26% rewritten
- 07Increases 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 franchisees49% rewritten
- 08Our results can be adversely affected by unforeseen natural and man-made events, such as adverse weather, natural disasters, pandemics, war or terrorist attacks, or other catastrophic events85% rewritten
- 09Our supply chain operations subject us to additional risks and may cause our profitability to decline24% rewritten
- 10We and our franchisees may be unable to secure and renew desirable restaurant locations to maintain and grow our restaurant portfolios
- 11Our acquisition and operating of material portfolios of Company restaurants exposes us to additional risk and could adversely affect our operating margins and cash flows94% rewritten
- 12Labor challenges for franchisees and Company restaurants could adversely affect our business69% rewritten
- 13If we cannot adequately protect our intellectual property, the value of our brands and our business may be harmed
- 14Changes in regulations may adversely affect restaurant operations and our financial results22% rewritten
- 15We are subject to increasing and evolving requirements and expectations with respect to social, governance, and environmental sustainability matters, which could expose us to numerous risks33% rewritten
- 16We and our franchisees may be adversely affected by changes in climate and weather patterns
Risks Related to Our Franchised Business Model
- 17Our franchised business model presents a number of disadvantages and risks49% rewritten
- 18Our future growth and profitability will depend on our ability to successfully accelerate international development with strategic partners and joint ventures30% rewritten
- 19Our results are closely tied to the success of independent franchisees, and we have limited influence over their operations
- 20If we became subject to joint employer liability with our franchisees, it could increase our potential liability and adversely affect our future profitabilityNew
Risks Related to Information Technology
- 21If 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 costs50% rewritten
- 22Due 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 legislation26% rewritten
- 23Information 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 litigation74% rewritten
- 24incorporate internet connectivity and artificial intelligence tools, the vulnerabilities of our operations and those of our franchisees and vendors to technological disruptions (such as from cybersecurity incidents) may increaseNew
Risks Related to our Indebtedness
- 25Our leverage and obligations to service our debt could adversely affect our business68% rewritten
Risks Related to Taxation
- 26Unanticipated tax liabilities could adversely affect the taxes we pay and our profitability
- 27Our 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 operate86% rewritten
Risks Related to our Common Shares
- 283G RBH owns approximately 22% of the combined voting power in RBI, and its interests may conflict with or differ from the interests of the other shareholders
- 29Canadian laws may have the effect of delaying or preventing a change in control
General Risks
- 30The loss of key management personnel or our inability to attract and retain new qualified personnel could hurt our business37% rewritten
- 31We have been, and in the future may be, subject to litigation that could have an adverse effect on our business33% rewritten
Other Restaurant Brands International 10-Ks
- FY2024 10-K risk factors35 risks
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.
Filed Feb 21, 2025
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.