CBL Properties Acquires Four Dominant Enclosed Regional Malls in Dynamic and Growing Markets for $178.9M
'We are thrilled to add these four dominant enclosed malls to the CBL portfolio,' said Stephen D. Lebovitz, CEO of CBL Properties. 'Each property fits perfectly within our existing portfolio. They enhance CBL's operating metrics, augmenting sales and occupancy and offer both near- and long-term growth opportunities.'
The transaction represents significant progress in the execution of CBL's portfolio optimization strategy – to redeploy proceeds from non-core asset sales into stable and growing assets that generate immediate accretion to CBL's portfolio cash yield. In 2024 and year-to-date in 2025, CBL has completed sales of more than $241 million in non-core malls, open-air centers and outparcels. Most recently, CBL closed the $83.1 million sale of The Promenade, a premier power center in D'Iberville, MS, at an attractive single-digit cap rate. Additional open-air center dispositions are planned for the near-term, which will generate attractively priced capital from an undervalued segment of CBL's portfolio.
Lebovitz added, 'This transaction exemplifies our ability to strategically leverage the attractive valuations of our high-quality open-air and outparcel portfolio to fund investments in market-dominant enclosed malls. Each of these newly acquired assets enjoys strong market positioning and both near and long-term growth potential. The acquisition is immediately accretive to CBL's cash flow per share and FFO, and moderately deleveraging to our balance sheet. Additionally, the scalability of our existing platform allows for seamless integration of the properties into our existing portfolio, further enhancing the financial benefits of the transaction. Growing cash flow through our portfolio optimization strategy remains a top priority as we continue to focus on delivering strong returns to our shareholders.'
Concurrently with the transaction close, CBL completed a modification and extension of its existing $333.0 million non-recourse outparcel and open-air center loan with Beal Bank USA, which was scheduled to initially mature in June 2027, with one, two-year extension option. The loan was modified to include the acquisition properties, increasing the principal balance by $110.0 million to approximately $443.0 million and providing for a seven-year term, comprised of an initial maturity in October 2030, with one, two-year extension option for a final maturity in October 2032. For the initial five-year term, the new interest-only loan will bear a fixed interest rate of 7.70% on a principal balance of approximately $368.0 million and a floating interest rate of SOFR plus 410 basis points on the remaining balance of approximately $75.0 million. The interest rate on the full principal balance will convert to the floating rate after the initial term.
'We are pleased to further our relationship with Beal Bank through this transaction,' said Ben Jaenicke, EVP - CFO of CBL Properties. 'This financing strengthens our balance sheet by extending our maturities, reducing interest rate risk, and locking in the attractive returns and cash flow generation from the four-mall acquisition.'
Matt Hart of CSG Investments, Inc. noted, 'On behalf of our broader team at Beal Bank USA, we are delighted to have this opportunity to expand and extend our support for CBL and their growing portfolio of market-dominant retail properties.'
Additional information on the transaction is available in the Investor Relations - Presentations section of CBL's website: CBL Properties - Investor Relations - Reports, Presentations & Webcasts
About Ashland Town Center
Ashland Town Center is a single-level enclosed regional shopping mall located in Ashland, Kentucky, along U.S. Highway 23 near downtown. Opened in 1989, the mall spans over 420,000 square feet and features more than 70 retailers and restaurants, including major anchors such as JCPenney, Belk (Women & Kids and Men & Home), TJ Maxx, Ulta Beauty, and Five Below. The center has undergone several renovations over the years, including a major redevelopment in the late 2000s that added a new JCPenney prototype store and updated amenities. The mall also includes popular dining options like Olive Garden and Slim Chickens and serves as a dominant retail destination in the region, attracting millions of visitors annually.
About Mesa Mall
Mesa Mall is the largest indoor shopping center in western Colorado, located in Grand Junction at the intersection of U.S. Highway 6 and 50. Spanning over 733,000 square feet, the mall features more than 120 stores and services, making it the premier retail destination between Denver and Salt Lake City. Anchored by major national retailers including Cabela's, Dillard's, JCPenney, Target, HomeGoods, and Dick's Sporting Goods, Mesa Mall offers a diverse mix of shopping, dining, and entertainment options. Originally developed in 1980, the mall has undergone several redevelopments to modernize its offerings and maintain its dominant position in the market.
About Paddock Mall
Paddock Mall is a single-level enclosed shopping center located in Ocala, Florida, and is the only enclosed mall in Marion County. Strategically situated on an 82-acre site along State Road 200 near I-75, Paddock Mall serves as a key retail hub for the region. Opened in 1980, the mall spans approximately 550,000 square feet and features over 90 stores and restaurants. Paddock Mall is anchored by JCPenney, Macy's, and Belk, with a fourth anchor space—formerly Sears—under redevelopment as the Paddock Market.
About Southgate Mall
Southgate Mall is the largest enclosed shopping center in western Montana, located in the vibrant and growing city of Missoula. Strategically situated along U.S. Highway 93 and South Avenue near the University of Montana campus, Southgate Mall has long served as a central retail and entertainment hub for the region. Opened in 1978, the mall spans approximately 546,000 square feet and features over 85 stores and restaurants. It is anchored by AMC Theatres, Scheels All Sports, and Dillard's (Women's and Men & Children) stores.
About Beal Bank USA
Beal Bank USA (Member FDIC and Equal Housing Lender), headquartered in Las Vegas, Nevada, has assets of approximately $16.9 billion as of June 2025. The Bank has a well-earned reputation as a stable, strongly-capitalized financial institution.
About CBL Properties
Headquartered in Chattanooga, TN, CBL Properties owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CBL's owned and managed portfolio is comprised of 89 properties totaling 55.4 million square feet across 22 states, including 55 high-quality enclosed malls, outlet centers and lifestyle retail centers as well as more than 30 open-air centers and other assets. CBL seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. For more information visit cblproperties.com.
Information included herein contains 'forward-looking statements' within the meaning of the federal securities laws. Such statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual events, financial and otherwise, may differ materially from the events and results discussed in the forward-looking statements. The reader is directed to the Company's various filings with the Securities and Exchange Commission, including without limitation the Company's Annual Report on Form 10-K and the 'Management's Discussion and Analysis of Financial Condition and Results of Operations' included therein, for a discussion of such risks and uncertainties.
Try Our AI Features
Explore what Daily8 AI can do for you:
Comments
No comments yet...
Related Articles
Cision Canada
17 minutes ago
- Cision Canada
Primo Brands Reports Second Quarter 2025 Results
TAMPA, Fla. and STAMFORD, Conn., Aug. 7, 2025 /CNW/ - Primo Brands Corporation (NYSE: PRMB) ("Primo Brands" or the "Company") today announced its results for the second quarter ended June 30, 2025. "Since merging eight months ago, we have taken multiple actions to build our new operational footprint, capture synergies and create a leading healthy hydration beverage company. Our team has accomplished significant milestones – streamlining routes, closing facilities and optimizing headcount with a majority of these integration activities implemented in the quarter," said Robbert Rietbroek, Chief Executive Officer. "Our Q2 results were impacted by previously reported tornado damage to our Hawkins, Texas facility, and service issues during the accelerated integration process. We have since successfully restarted the Hawkins facility and made significant progress toward improving the service issues. Importantly, we also continued executing against our growth strategy, including expanding total points of retail distribution, introducing cross-selling in our direct delivery network, and continuing our strong growth trends in our premium water business." "Due to these integration disruptions during the later part of Q2, and our reinvestment to correct the issues, we are revising full year 2025 Net Sales growth, Adjusted EBITDA, and Adjusted Free Cash Flow guidance. We expect to deliver our targeted cost synergy opportunity of $200 million in 2025 and $300 million in 2026, and remain confident in our long-term growth algorithm," continued Mr. Rietbroek. "Despite these Q2 challenges, we continue to see strong consumer demand for healthy hydration, and are encouraged by our retail share growth in July. We believe we are taking the right steps to resolve the service issues, which we expect to be back to normal by the end of September. Our business model is resilient and is well positioned to deliver growth, improve margins, and generate strong cash flow going forward, which will enable us to opportunistically return value to shareholders with the new $250 million share repurchase program," said Mr. Rietbroek. (Unless stated otherwise, all second quarter 2025 comparisons are relative to the second quarter of 2024; all information is in U.S. dollars. Pursuant to applicable requirements, these GAAP results are a comparison of the 2025 results for Primo Brands against the 2024 results for former Blue Triton Brands only. Non-GAAP reconciliations are presented in the exhibits to this press release) SECOND QUARTER 2025 RESULTS CONFERENCE CALL Primo Brands will host a conference call, to be simultaneously webcast, on Thursday, August 7, 2025, at 10:00 a.m. Eastern Time. A question-and-answer session will follow management's presentation. To participate, please call the following numbers: Details for the Earnings Conference Call: Date: August 7, 2025 Time: 10:00 a.m. Eastern Time North America: (888) 510-2154 International: (437) 900-0527 Conference ID: 91812 Webcast Link: A slide presentation and live audio webcast will be available through Primo Brands' website at The Company's revised full year 2025 Net Sales, Adjusted EBITDA, and Adjusted Free Cash Flow guidance are available in the slide presentation and are expected to be discussed on the webcast. The earnings conference call will be recorded and archived for playback on the investor relations section of Primo Brands' website following the event. SECOND QUARTER PERFORMANCE For the Three Months Ended (USD $M except %, per share amounts or unless as otherwise noted) June 30, 2025 June 30, 2024 Y/Y Change Net sales $ 1,730.1 $ 1,314.4 31.6 % Net income from continuing operations $ 30.5 $ 54.5 $ (24.0) Net income per diluted share from continuing operations $ 0.08 $ 0.25 $ (0.17) Adjusted net income $ 137.1 $ 76.7 $ 60.4 Adjusted net income per diluted share $ 0.36 $ 0.35 $ 0.01 Adjusted EBITDA $ 366.7 $ 258.0 42.1 % Adjusted EBITDA margin % 21.2 % 19.6 % 160 bps Net sales increased 31.6% to $1.7 billion compared to $1.3 billion primarily driven by net sales attributable to Primo Water due to the merger transaction, partially offset by a decrease in sales attributable to the sale of the production facility in Ontario, Canada in the first quarter of 2025. Gross margin was 31.3% compared to 32.7%, primarily driven by gross profit attributable to Primo Water as a result of the merger transaction. SG&A expenses increased 47.7% to $378.6 million compared to $256.3 million, primarily as a result of the merger transaction. Net income from continuing operations and net income per diluted share were $30.5 million and $0.08 per diluted share, respectively, compared to net income from continuing operations and net income per diluted share of $54.5 million and $0.25, respectively. Adjusted EBITDA increased 42.1% to $366.7 million compared to $258.0 million and Adjusted EBITDA margin increased 160 bps to 21.2%, compared to 19.6%. Net cash provided by operating activities from continuing operations of $155.0 million, less $71.6 million of capital expenditures and additions to intangible assets, resulted in $83.4 million of free cash flow, or $169.7 million of Adjusted Free Cash Flow (adjusting for the items set forth on Exhibit 5), compared to net cash provided by operating activities from continuing operations of $102.5 million and Adjusted Free Cash Flow of $73.2 million in the prior year period. QUARTERLY DIVIDEND Primo Brands announced that its Board of Directors declared a dividend of $0.10 per share on the outstanding common stock of the Company, payable on September 4, 2025, in cash, to the holders of record of such common stock of the Company at the close of business on August 21, 2025. SHARE REPURCHASE PROGRAM Primo Brands today announced that its Board of Directors has authorized a share repurchase program of up to $250 million of the Company's outstanding Class A common stock, enabling the Company to opportunistically return value to stockholders. Primo Brands may purchase shares from time to time at the discretion of management through open market purchases, block trades, accelerated or other structured share repurchase programs, privately negotiated transactions, Rule 10b5-1 plans or other means. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The manner, timing, pricing and amount of any transactions will be subject to the discretion of management and may be based upon market conditions, regulatory requirements and alternative opportunities that Primo Brands may have for the use or investment of its capital. The program does not obligate Primo Brands to acquire any particular amount of Class A common stock, and may be modified, suspended or terminated at any time at the discretion of its Board of Directors. ABOUT PRIMO BRANDS CORPORATION Primo Brands is a leading North American branded beverage company focused on healthy hydration, delivering responsibly sourced diversified offerings across products, formats, channels, price points, and consumer occasions, distributed in every U.S. state and Canada. Primo Brands has a comprehensive portfolio of highly recognizable and conveniently packaged branded water and beverages that reach consumers whenever, wherever, and however they hydrate through distribution across retail outlets, away from home such as hotels and hospitals, and food service accounts, as well as direct delivery to homes and businesses. These brands include established "billion-dollar brands" Poland Spring® and Pure Life®, premium brands like Saratoga® and Mountain Valley®, regional leaders such as Arrowhead®, Deer Park®, Ice Mountain®, Ozarka®, and Zephyrhills®, purified brands including Primo Water® and Sparkletts®, and flavored and enhanced brands like Splash Refresher™ and AC+ION®. Primo Brands also has an industry-leading line-up of innovative water dispensers, which create consumer connectivity through recurring water purchases. Primo Brands operates a vertically integrated coast-to-coast network that distributes its brands to more than 200,000 retail outlets, as well as directly reaching consumers through its Direct Delivery, Exchange and Refill offerings. Through Direct Delivery, Primo Brands delivers responsibly sourced hydration solutions direct to home and business customers. Through its Exchange business, consumers can visit approximately 26,500 retail locations and purchase a pre-filled, multi-use bottle of water that can be exchanged after use for a discount on the next purchase. Through its Refill business, consumers have the option to refill empty multi-use bottles at approximately 23,500 self-service refill stations. Primo Brands also offers water filtration units for home and business customers across North America. Primo Brands is a leader in reusable beverage packaging, helping to reduce waste through its multi-serve bottles and innovative brand packaging portfolio, which includes recycled plastic, aluminum, and glass. Primo Brands has a portfolio of over 80 springs and actively manages water resources to help assure a steady supply of quality, safe drinking water today and in the future. Primo Brands also helps conserve over 28,000 acres of land across the U.S. and Canada. Primo Brands is proud to partner with the International Bottled Water Association ("IBWA") in North America, which supports strict adherence to safety, quality, sanitation, and regulatory standards for the benefit of consumer protection. Primo Brands is committed to supporting the communities it serves, investing in local and national programs and delivering hydration solutions following natural disasters and other local community challenges. Primo Brands employs more than 12,000 associates with dual headquarters in Tampa, Florida, and Stamford, Connecticut. For more information, please visit Basis of Presentation As a result of the timing of the consummation of the business combination of Primo Water Corporation ("Primo Water") and Triton Water Parent, Inc. ("BlueTriton Brands"), to form Primo Brands Corporation on November 8, 2024, the Company's GAAP consolidated financial information presented herein includes BlueTriton Brands' results for the three and six months ended June 30, 2024, and Primo Brands' results for the three and six months ended June 30, 2025. Non-GAAP Measures To supplement its reporting of financial measures determined in accordance with generally accepted accounting principles in the United States ("GAAP"), Primo Brands utilizes certain non-GAAP financial measures. Primo Brands utilizes organic net sales growth (which excludes the impact of acquisitions). Primo Brands also utilizes Adjusted net income (loss), Adjusted net income (loss) per diluted share, Adjusted EBITDA and Adjusted EBITDA margin to separate the impact of certain items as listed in the below reconciliations from the underlying business. Because Primo Brands uses these adjusted financial results in the management of its business, management believes this supplemental information is useful to investors for their independent evaluation and understanding of Primo Brands' underlying business performance and the performance of its management. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by Net Sales. Additionally, Primo Brands supplements its reporting of net cash provided by (used in) operating activities from continuing operations determined in accordance with GAAP by excluding additions to property, plant and equipment and additions to intangible assets to present Free Cash Flow, and by excluding the additional items identified on the exhibits hereto to present Adjusted Free Cash Flow, which management believes provides useful information to investors in assessing our performance, comparing Primo Brands' performance to the performance of the Company's peer group and assessing the Company's ability to service debt and finance strategic opportunities, which include investing in Primo Brands' business, making strategic acquisitions, paying dividends, and strengthening the balance sheet. The non-GAAP financial measures described above are in addition to, and not meant to be considered superior to, or a substitute for, Primo Brands' financial statements prepared in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with the Company's results of operations as determined in accordance with GAAP. Also, other companies might calculate these measures differently. Investors are encouraged to review the reconciliations of the non-GAAP financial measures to their most directly comparable GAAP measures included in this press release and the accompanying tables. In addition, the non-GAAP financial measures included in this earnings announcement reflect management's judgment of particular items, and may be different from, and therefore may not be comparable to, similarly titled measures reported by other companies. We have not reconciled our long-term organic net sales growth guidance to GAAP net sales, because we do not provide guidance for such GAAP measures due to the uncertainty and potential variability of net sales from acquisitions, which is a reconciling item between organic net sales growth and net sales growth. Because this item cannot be provided without unreasonable efforts, we are unable to provide a reconciliation of the non-GAAP financial measure guidance to the corresponding GAAP measure. However, such items could have a significant impact on our future GAAP net income or loss and GAAP net income or loss margin. Safe Harbor Statements This press release contains forward-looking statements and forward-looking information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 conveying management's expectations as to the future based on plans, estimates and projections at the time Primo Brands makes the statements. Forward-looking statements involve inherent risks and uncertainties and Primo Brands cautions you that several important factors could cause actual results to differ materially from those contained in any such forward-looking statement. You can identify forward-looking statements by words such as "may," "will," "would," "should," "could," "expect," "aim," "anticipate," "believe," "estimate," "intend," "plan," "predict," "project," "seek," "potential," "opportunities," and other similar expressions and the negatives of such expressions. However, not all forward-looking statements contain these words. The forward-looking statements contained in this press release include, but are not limited to, statements regarding future financial and operating trends and results (including Primo Brands' 2025 outlook), anticipated synergies and other benefits from the business combination of BlueTriton and Primo Water, the number of shares that may be repurchased under the share repurchase program, the impact of macroeconomic trends on Primo Brands' business, progress on resolving certain service issues and execution of the Company's strategy and Primo Brands' competitive position. The forward-looking statements are based on assumptions regarding management's current plans and estimates. Management believes these assumptions to be reasonable, but there is no assurance that they will prove to be accurate. Factors that could cause actual results to differ materially from those described in this press release include, among others: our ability to manage our expanded operations following the business combination; we have no operating or financial history as a combined company; we face significant competition in the segment in which we operate; our success depends, in part, on our intellectual property; we may not be able to consummate acquisitions, or acquisitions may be difficult to integrate, and we may not realize the expected benefits; our business is dependent on our ability to maintain access to our water sources; our ability to respond successfully to consumer trends related to our products; the loss or reduction in sales to any significant customer; our packaging supplies and other costs are subject to price increases; the affiliates of One Rock Capital Partners, LLC own a significant amount of the voting power of the Company, and their interests may conflict with or differ from the interests of other stockholders; legislative and executive action risks; risks related to sustainability matters; costs to comply with developing laws and regulations, including those surrounding the production and use of plastics, as well as related litigation relating to plastics pollution; our products may not meet health and safety standards or could become contaminated, and we could be liable for injury, illness, or death caused by consumption of our products; and risks associated with our substantial indebtedness. The foregoing list of factors is not exhaustive. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. Readers are urged to carefully review and consider the various disclosures, including but not limited to risk factors contained in Primo Brands' Annual Report on Form 10-K and its quarterly reports on Form 10-Q, as well as other filings with the securities commissions. Primo Brands does not undertake to update or revise any of these statements considering new information or future events, except as expressly required by applicable law. (in millions of U.S. dollars, except share and per share amounts) Unaudited Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net sales $ 1,730.1 $ 1,314.4 $ 3,343.8 $ 2,450.2 Cost of sales 1,189.2 884.6 2,281.9 1,674.9 Gross profit 540.9 429.8 1,061.9 775.3 Selling, general and administrative expenses 378.6 256.3 706.4 475.0 Acquisition, integration and restructuring expenses 49.7 13.2 89.5 19.0 Other operating (income) expense, net (0.2) 1.3 — (2.5) Operating income 112.8 159.0 266.0 283.8 Other income, net (15.9) — (15.8) — Loss on modification and extinguishment of debt — — 18.6 — Interest and financing expense, net 81.9 86.2 164.0 166.1 Income from continuing operations before income taxes 46.8 72.8 99.2 117.7 Provision for income taxes 16.3 18.3 34.0 29.7 Net income from continuing operations $ 30.5 $ 54.5 $ 65.2 $ 88.0 Net loss from discontinued operations, net of tax (2.9) — (8.9) — Net income $ 27.6 $ 54.5 $ 56.3 $ 88.0 Net income (loss) per common share Basic: Continuing operations $ 0.08 $ 0.25 $ 0.17 $ 0.40 Discontinued operations $ (0.01) $ — $ (0.02) $ — Net income per common share $ 0.07 $ 0.25 $ 0.15 $ 0.40 Diluted: Continuing operations $ 0.08 $ 0.25 $ 0.17 $ 0.40 Discontinued operations $ (0.01) $ — $ (0.02) $ — Net income per common share $ 0.07 $ 0.25 $ 0.15 $ 0.40 Weighted-average shares of common stock outstanding (in thousands) Basic 374,796 218,618 377,011 218,618 Diluted 376,815 218,618 379,029 218,618 PRIMO BRANDS CORPORATION EXHIBIT 2 CONDENSED CONSOLIDATED BALANCE SHEETS (in millions of U.S. dollars, except share amounts) Unaudited June 30, 2025 December 31, 2024 ASSETS Current Assets: Cash, cash equivalents and restricted cash $ 412.0 $ 614.4 Trade receivables, net of allowance for expected credit losses of $12.6 ($4.7 as of December 31, 2024) 587.0 444.0 Inventories 248.3 208.4 Prepaid expenses and other current assets 179.3 150.4 Current assets held for sale 76.1 111.8 Total current assets 1,502.7 1,529.0 Property, plant and equipment, net 2,045.4 2,083.9 Operating lease right-of-use-assets, net 611.4 628.7 Goodwill 3,581.4 3,572.2 Intangible assets, net 3,124.2 3,191.7 Other non-current assets 74.6 70.1 Non-current assets held for sale 109.5 118.9 Total assets $ 11,049.2 $ 11,194.5 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 70.4 $ 64.5 Trade payables 533.6 471.6 Accruals and other current liabilities 632.0 697.7 Current portion of operating lease obligations 93.1 95.5 Current liabilities held for sale 90.9 82.2 Total current liabilities 1,420.0 1,411.5 Long-term debt, less current portion 5,022.2 4,963.6 Operating lease obligations, less current portion 540.0 555.6 Deferred income taxes 737.8 738.7 Other non-current liabilities 54.9 49.8 Non-current liabilities held for sale 28.1 31.1 Total liabilities $ 7,803.0 $ 7,750.3 Stockholders' Equity: Common stock, $0.01 par value, 900,000,000 shares authorized, 373,337,220 shares and 379,792,996 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively $ 3.8 $ 3.8 Additional paid-in capital 4,994.1 4,971.3 Accumulated deficit (1,749.7) (1,513.7) Accumulated other comprehensive loss (2.0) (17.2) Total stockholders' equity 3,246.2 3,444.2 Total liabilities and stockholders' equity $ 11,049.2 $ 11,194.5 PRIMO BRANDS CORPORATION EXHIBIT 3 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions of U.S. dollars) Unaudited Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Cash flows from operating activities of continuing operations: Net income $ 27.6 $ 54.5 $ 56.3 $ 88.0 Less: Net loss from discontinued operations, net of income taxes (2.9) — (8.9) — Net income from continuing operations $ 30.5 $ 54.5 $ 65.2 $ 88.0 Adjustments to reconcile net income from continuing operations to cash flows from operating activities of continuing operations: Depreciation and amortization 145.3 74.3 273.9 149.5 Amortization of debt discount and issuance costs 7.6 4.5 13.7 8.0 Stock-based compensation costs 12.9 0.3 24.9 0.6 Restructuring charges 2.4 — 2.9 — Inventory obsolescence expense 6.0 6.2 7.2 8.7 Charge for expected credit losses 10.3 1.1 17.4 3.2 Deferred income taxes 1.8 (12.9) (0.8) (30.2) Other non-cash items (16.4) 4.2 (14.9) 1.4 Changes in operating assets and liabilities, net of effects of businesses acquired: Trade receivables (91.9) (85.0) (159.0) (146.3) Inventories (3.4) 9.1 (49.1) (28.3) Prepaid expenses and other current and non-current assets (34.9) 6.4 (0.3) 13.7 Trade payables and accruals and other current and non-current liabilities 84.8 39.8 12.7 40.2 Net cash provided by operating activities of continuing operations 155.0 102.5 193.8 108.5 Cash flows from investing activities of continuing operations: Purchases of property, plant and equipment (53.9) (41.1) (115.9) (64.6) Purchases of intangible assets (17.7) (6.2) (25.2) (27.4) Acquisitions, net of cash received (5.7) — (5.7) — Proceeds from sale of other assets 11.3 — 56.9 — Other investing activities 15.4 (0.3) 16.1 2.7 Net cash used in investing activities of continuing operations (50.6) (47.6) (73.8) (89.3) Cash flows from financing activities of continuing operations: Proceeds from 2024 Incremental Term Loan, net of discount — — — 392.0 Proceeds from borrowings from ABL Credit Facility — — — 25.0 Repayment of borrowings from ABL Credit Facility — (60.0) — (60.0) Repayment of Term Loans (7.8) (8.0) (15.5) (16.0) Proceeds from borrowings of other debt — 1.0 — 3.1 Principal repayment of other debt (1.4) (1.3) (2.7) (1.7) Principal payment of finance leases (8.6) (1.5) (15.8) (2.3) Financing fees (0.2) — (7.7) (5.1) Issuance of common stock 3.6 — 4.8 — Common stock repurchased and cancelled (101.8) — (221.0) — Dividends paid to common stockholders (37.4) — (76.0) — Dividends paid to Sponsor Stockholder — — — (382.7) Other financing activities (0.4) — (0.9) — Net cash used in financing activities of continuing operations (154.0) (69.8) (334.8) (47.7) Cash flows from discontinued operations: Net cash (used in) provided by operating activities from discontinued operations (0.6) — 2.3 — Net cash provided by (used in) investing activities from discontinued operations 6.7 — (1.3) — Net cash provided by financing activities from discontinued operations 1.0 — 3.4 — Net cash provided by discontinuing operations 7.1 — 4.4 — Effect of exchange rates on cash, cash equivalents and restricted cash 1.6 (0.1) 2.1 (0.4) Net decrease in cash, cash equivalents and restricted cash (40.9) (15.0) (208.3) (28.9) Cash and cash equivalents and restricted cash, beginning of period 453.3 33.1 620.7 47.0 Cash and cash equivalents and restricted cash, end of period $ 412.4 $ 18.1 $ 412.4 $ 18.1 Cash and cash equivalents and restricted cash of discontinued operations, end of period 0.4 — 0.4 — Cash and cash equivalents and restricted cash of continuing operations, end of period $ 412.0 $ 18.1 $ 412.0 $ 18.1 PRIMO BRANDS CORPORATION EXHIBIT 4 & AMORTIZATION (EBITDA) (in millions of U.S. dollars, except percentage amounts) Unaudited Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net income from continuing operations $ 30.5 $ 54.5 $ 65.2 $ 88.0 Interest and financing expense, net 81.9 86.2 164.0 166.1 Provision for income taxes 16.3 18.3 34.0 29.7 Depreciation and amortization 145.3 74.3 273.9 149.5 EBITDA $ 274.0 $ 233.3 $ 537.1 $ 433.3 Acquisition, integration and restructuring expenses (a) 1 72.8 13.2 112.6 19.0 Stock-based compensation costs (b) 12.9 0.3 24.9 0.6 Unrealized (gain) loss on foreign exchange and commodity forwards, net (c) (0.2) 1.1 — (2.7) Loss on disposal of property plant and equipment, net (d) 1.9 0.1 3.4 1.7 Loss on modification and extinguishment of debt (e) — — 18.6 — Management fees (f) — 4.8 — 14.1 Purchase accounting adjustments (g) — — 1.2 — Other adjustments, net (h) 5.3 5.2 10.4 9.7 Adjusted EBITDA $ 366.7 $ 258.0 $ 708.2 $ 475.7 Net sales $ 1,730.1 $ 1,314.4 $ 3,343.8 $ 2,450.2 Adjusted EBITDA margin % 21.2 % 19.6 % 21.2 % 19.4 % Three Months Ended June 30, Six Months Ended June 30, Location in Consolidated Statements of Operations 2025 2024 2025 2024 (Unaudited) (a) Acquisition, integration and restructuring expenses 1 Acquisition, integration and restructuring expenses $ 49.7 $ 13.2 $ 89.5 $ 19.0 Cost of Sales 23.1 — 23.1 — (b) Stock-based compensation costs Selling, general and administrative expenses 12.9 0.3 24.9 0.6 (c) Unrealized (gain) loss on foreign exchange and commodity forwards, net Other operating (income) expense, net (0.2) 1.1 — (2.7) (d) Loss on disposal of property plant and equipment, net Cost of sales 2.3 0.1 3.8 1.7 Selling, general and administrative expenses (0.4) — (0.4) — (e) Loss on modification and extinguishment of debt Loss on modification and extinguishment of debt — — 18.6 — (f) Management fees Selling, general and administrative expenses — 4.8 — 14.1 (g) Purchase accounting adjustments Cost of sales — — 1.2 — (h) Other adjustments, net Other income, net (15.8) — (15.8) — Cost of Sales 12.5 — 12.5 — Selling, general and administrative expenses 8.6 5.2 13.7 9.7 1 Amounts include labor related costs. PRIMO BRANDS CORPORATION EXHIBIT 5 SUPPLEMENTARY INFORMATION - NON-GAAP - FREE CASH FLOW AND ADJUSTED FREE CASH FLOW (in millions of U.S. dollars) Unaudited Three Months Ended June 30, 2025 2024 Net cash provided by operating activities of continuing operations $ 155.0 $ 102.5 Less: Additions of property, plant and equipment (53.9) (41.1) Less: Additions of intangible assets (17.7) (6.2) Free cash flow $ 83.4 $ 55.2 Acquisition and integration cash costs 62.0 13.2 Integration capital expenditures 23.3 — Management fees — 4.8 Debt restructuring costs 0.8 — Tariffs refunds related to property, plant and equipment 0.2 — Adjusted Free Cash Flow $ 169.7 $ 73.2 Six Months Ended June 30, 2025 2024 Net cash provided by operating activities of continuing operations $ 193.8 $ 108.5 Less: Additions to property, plant and equipment (115.9) (64.6) Less: Additions to intangible assets (25.2) (27.4) Free cash flow $ 52.7 $ 16.5 Acquisition, integration and restructuring cash costs 127.2 19.0 Integration capital expenditures 26.1 — Management fees — 14.1 Debt restructuring costs 18.2 — Tariffs refunds related to property, plant and equipment 0.2 — Adjusted free cash flow $ 224.4 $ 49.6 PRIMO BRANDS CORPORATION EXHIBIT 6 SUPPLEMENTARY INFORMATION-NON-GAAP-ADJUSTED NET INCOME AND ADJUSTED EPS (in millions of U.S. dollars, except share amounts) Unaudited Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net income from continuing operations $ 30.5 $ 54.5 $ 65.2 $ 88.0 Adjustments: Amortization expense of customer lists 46.5 4.8 68.6 9.5 Acquisition, integration and restructuring expenses 72.8 13.2 112.6 19.0 Stock-based compensation costs 12.9 0.3 24.9 0.6 Unrealized (gain) loss on foreign exchange and commodity forwards, net (0.2) 1.1 — (2.7) Gain on sale leaseback — — — — Loss on modification and extinguishment of debt — — 18.6 — Management fees — 4.8 — 14.1 Purchase accounting adjustments — — 1.2 — Other adjustments, net 5.3 5.2 10.4 9.7 Tax impact of adjustments 1 (30.7) (7.2) (52.5) (12.4) Adjusted net income $ 137.1 $ 76.7 $ 249.0 $ 125.8 Earnings Per Share (as reported) Net income from continuing operations $ 30.5 $ 54.5 $ 65.2 $ 88.0 Basic EPS $ 0.08 $ 0.25 $ 0.17 $ 0.40 Diluted EPS $ 0.08 $ 0.25 $ 0.17 $ 0.40 Weighted average shares of common stock outstanding (in thousands) Basic 374,796 218,618 377,011 218,618 Diluted 376,815 218,618 379,029 218,618 Adjusted Earnings Per Share (Non-GAAP) Adjusted net income from continuing operations (Non-GAAP) $ 137.1 $ 76.7 $ 249.0 $ 125.8 Adjusted diluted EPS (Non-GAAP) $ 0.36 $ 0.35 $ 0.66 $ 0.58 Weighted average shares of common stock outstanding (in thousands) Basic 374,796 218,618 377,011 218,618 Diluted weighted average common shares outstanding (in thousands) (Non-GAAP)2 376,815 218,618 379,029 218,618 1 The tax effect for adjusted net income is based upon an analysis of the statutory tax treatment and the applicable tax rate for the jurisdiction in which the pre-tax adjusting items incurred and for which realization of the resulting tax benefit (if any) is expected. A reduced or 0% tax rate is applied to jurisdictions where we do not expect to realize a tax benefit due to a history of operating losses or other factors resulting in a valuation allowance related to deferred tax assets.
Cision Canada
17 minutes ago
- Cision Canada
Restaurant Brands International Inc. Reports Second Quarter 2025 Results
Consolidated system-wide sales grow 5.3% year-over-year, including 9.8% in International Comparable sales accelerated to 2.4%, including 4.1% at Burger King International and 3.6% at Tim Hortons Canada RBI remains on track for 8%+ organic Adjusted Operating Income growth in 2025 MIAMI, Aug. 7, 2025 /CNW/ - Restaurant Brands International Inc. ("RBI") (NYSE: QSR) (TSX: QSR) (TSX: QSP) today reported financial results for the second quarter ended June 30, 2025. Josh Kobza, Chief Executive Officer of RBI commented, "We made great progress in the second quarter advancing our strategic priorities, with improved sales trends and strong execution led by our two largest businesses, Tim Hortons and International. Across the system, we're seeing strong franchisee alignment, impactful marketing, and focused operational initiatives drive meaningful improvements in the guest experience. With positive momentum heading into the back half of the year, we remain confident in our ability to deliver 8%+ organic Adjusted Operating Income growth in 2025." Consolidated Operational and Financial Highlights (in US$ millions, except per share and ratio data, unaudited) Three Months Ended June 30, Six Months Ended June 30, Operational Highlights 2025 2024 2025 2024 System-Wide Sales Growth 5.3 % 5.0 % 4.1 % 6.5 % System-Wide Sales $ 11,853 $ 11,252 $ 22,349 $ 21,764 Comparable Sales 2.4 % 1.9 % 1.3 % 3.2 % Net Restaurant Growth 2.9 % 4.0 % 2.9 % 4.0 % System Restaurant Count at Period End 32,229 31,324 32,229 31,324 GAAP Financials Total Revenues $ 2,410 $ 2,080 $ 4,519 $ 3,819 Income from Operations $ 483 $ 663 $ 918 $ 1,207 Income from Operations Growth (27.2) % 19.6 % (24.0) % 20.5 % Net Income from Continuing Operations $ 264 $ 399 $ 487 $ 727 Diluted Earnings per Share from Continuing Operations $ 0.58 $ 0.88 $ 1.07 $ 1.60 Financial Highlights (a) Adjusted Operating Income (AOI) $ 668 $ 632 $ 1,208 $ 1,172 Organic AOI Growth 5.7 % 9.3 % 4.3 % 8.5 % Adjusted EBITDA $ 762 $ 721 $ 1,404 $ 1,348 Adjusted Diluted Earnings per Share (Adj. EPS) $ 0.94 $ 0.86 $ 1.70 $ 1.60 Nominal Adj. EPS Growth 9.2 % 2.2 % 6.5 % (0.6) % Organic Adj. EPS Growth 10.3 % 3.1 % 10.0 % 1.3 % Net Leverage 4.6x 5.0x 4.6x 5.0x (a) Items Affecting Comparability and Restaurant Holdings Segment Reminder Restaurant Holdings Segment RBI reports results under six operating and reportable segments consisting of four franchisor segments for the Tim Hortons, Burger King, Popeyes and Firehouse Subs brands in the U.S. and Canada ("TH," "BK," "PLK," and "FHS"), and a fifth franchisor segment for all of our brands in the rest of the world ("INTL"). Additionally, we completed the acquisitions of Carrols Restaurant Group Inc. ("Carrols") ("the Carrols Acquisition") and Popeyes China ("PLK China") ("the PLK China Acquisition") on May 16, 2024 and June 28, 2024, respectively. Following these acquisitions, we established a new operating and reportable segment, Restaurant Holdings ("RH"), which includes results from the Carrols Burger King restaurants and the PLK China restaurants from their acquisition dates and includes results from Firehouse Subs Brazil ("FHS Brazil") beginning in 2025. RBI plans to maintain the franchisor dynamics in its TH, BK, PLK, FHS and INTL segments ("Five Franchisor Segments") to report results consistent with how the business will be managed long-term, given RBI's plans to refranchise the vast majority of the Carrols Burger King restaurants and to find a new partner for PLK China and new investors for FHS Brazil in the future. RH results include Company Restaurant Sales and Expenses, including expenses associated with royalties, rent, and advertising. These expenses are recognized, as applicable, as revenues in the respective franchisor segments (BK and INTL) and eliminated upon consolidation. For more information, please review the "Restaurant Holdings Intersegment Dynamics" presentation dated August 8, 2024 posted on our IR website under "Events & Presentations." Update to Presentation of AOI Beginning with our year-end 2024 results, RBI updated its presentation of AOI by defining Segment Franchise and Property Expenses ("Segment F&P Expenses") which exclude Franchise Agreement Amortization and Reacquired Franchise Rights Amortization. These items were previously included in each segment's franchise and property expenses and added back as an adjustment to AOI. This presentation change does not impact AOI or Consolidated results. Acquisition of Burger King China and Treatment as Held for Sale On February 14, 2025, we acquired substantially all of the remaining equity interests in Burger King China ("BK China") from our former joint venture partners. BK China has been classified as held for sale and reported as discontinued operations, as we are actively working to identify a new controlling shareholder. This aligns with our long-term strategy of partnering with experienced local operators while maintaining a primarily franchised business. Held for sale is defined as those assets and liabilities, or groups of assets and liabilities, for which management has committed to a plan for sale and that are available for immediate disposition in their current condition. These are expected to be sold within one year and are accounted for and reported separately from our continuing operations. As such, for 2025, results for BK China have been reported as discontinued operations in our financial statements and have not been recognized in the INTL segment. That said, BK China KPIs continue to be included in our INTL segment KPIs. Convention Timing Impact on Franchise and Property Results PLK hosted conventions in both Q2 2025 and Q2 2024, while TH held convention in Q2 2024 only and INTL held convention in Q2 2025 only. Convention-related revenues and expenses are recognized in each segment's Franchise and Property Revenues and Segment F&P Expenses, respectively, and have an immaterial impact on AOI. Please review the Trending Schedules posted on the RBI Investor Relations webpage under "Financial Information" for additional disclosures, including: Home Market and International KPIs by Brand and Company Restaurant Count by Segment; Segment Results with Disaggregated Franchise and Property Revenues (Royalties, Property Revenue and Franchise Fees and Other Revenue); Intersegment Revenue and Expense Eliminations; BK China KPIs and Selected Financial Data; Burger King US "Reclaim the Flame" Expenditures by Quarter; and RH Burger King Carrols Restaurant-Level EBITDA Margins. TH Segment Results Three Months Ended June 30, Six Months Ended June 30, (in US$ millions, unaudited) 2025 2024 2025 2024 System-wide Sales Growth (a) 3.9 % 5.4 % 2.1 % 6.5 % System-wide Sales (a) $ 1,995 $ 1,939 $ 3,626 $ 3,664 Comparable Sales 3.4 % 4.6 % 1.8 % 5.7 % Comparable Sales - Canada 3.6 % 4.9 % 2.0 % 6.1 % Net Restaurant Growth 0.3 % 0.1 % 0.3 % 0.1 % System Restaurant Count at Period End 4,521 4,507 4,521 4,507 Supply Chain Sales $ 732 $ 682 $ 1,343 $ 1,309 Company Restaurant Sales $ 12 $ 12 $ 22 $ 22 Franchise and Property Revenues $ 262 $ 259 $ 480 $ 490 Advertising Revenues and Other Services $ 78 $ 77 $ 142 $ 148 Total Revenues $ 1,083 $ 1,031 $ 1,987 $ 1,969 Supply Chain Cost of Sales $ 589 $ 540 $ 1,085 $ 1,057 Company Restaurant Expenses $ 10 $ 10 $ 19 $ 19 Segment F&P Expenses $ 83 $ 91 $ 161 $ 171 Advertising Expenses and Other Services $ 93 $ 87 $ 159 $ 157 Segment G&A $ 34 $ 38 $ 71 $ 80 Adjustments: Cash Distributions Received from Equity Method Investments $ 4 $ 4 $ 7 $ 7 Adjusted Operating Income $ 278 $ 269 $ 499 $ 493 (a) System-wide Sales Growth is calculated on a constant currency basis and therefore will not recalculate to the percentage change in System-wide Sales, which is reported on a nominal basis. For the second quarter, the increase in Total Revenues was primarily driven by higher Supply Chain Sales due to increases in commodity prices, System-wide Sales, and CPG net sales, partially offset by a $10 million unfavorable FX Impact. Excluding the FX Impact, Total Revenues increased $63 million. The increase in Adjusted Operating Income was primarily driven by the increase in Total Revenues and a decrease in Segment G&A, largely due to lower compensation-related expenses. These factors were partially offset by an increase in Supply Chain Cost of Sales due to higher volumes, increased commodity prices, and net bad debt expenses in the current year period compared to bad debt recoveries in the prior year. Adjusted Operating Income was also unfavorably impacted by an increase in Advertising Expenses and Other Services related to the timing of certain marketing campaigns, and an FX Impact of $3 million. Excluding the FX Impact, Adjusted Operating Income increased $12 million. BK Segment Results Three Months Ended June 30, Six Months Ended June 30, (in US$ millions, unaudited) 2025 2024 2025 2024 System-wide Sales Growth 1.0 % (0.7) % (0.3) % 0.8 % System-wide Sales $ 2,952 $ 2,925 $ 5,652 $ 5,678 Comparable Sales 1.3 % (0.1) % 0.0 % 1.8 % Comparable Sales - US 1.5 % 0.1 % 0.2 % 1.9 % Net Restaurant Growth (1.2) % (1.7) % (1.2) % (1.7) % System Restaurant Count at Period End 7,046 7,133 7,046 7,133 Company Restaurant Sales $ 61 $ 62 $ 121 $ 120 Franchise and Property Revenues (a) $ 182 $ 178 $ 350 $ 353 Advertising Revenues and Other Services (b) $ 144 $ 124 $ 273 $ 241 Total Revenues $ 388 $ 364 $ 744 $ 714 Company Restaurant Expenses $ 57 $ 57 $ 111 $ 110 Segment F&P Expenses $ 33 $ 26 $ 64 $ 57 Advertising Expenses and Other Services $ 147 $ 131 $ 278 $ 256 Segment G&A $ 31 $ 36 $ 67 $ 72 Adjusted Operating Income $ 121 $ 114 $ 224 $ 220 (a) Franchise and Property Revenues include intersegment revenues with RH consisting of royalties and rent of $27 million and $55 million during the three and six months ended June 30, 2025, respectively, and $15 million during the three and six months ended June 30, 2024, which are eliminated in consolidation. (b) Advertising Revenues and Other Services include intersegment revenues with RH consisting of advertising contributions and tech fees of $22 million and $42 million during the three and six months ended June 30, 2025, respectively, and $10 million during the three and six months ended June 30, 2024, which are eliminated in consolidation. As a reminder, BK segment results are presented consistently with our franchisor model. As such, results include intersegment Franchise and Property Revenues and Advertising Revenues and Other Services from the Carrols Burger King restaurants included in RH (as footnoted above). Burger King US Reclaim the Flame Burger King is executing its multi-year "Reclaim the Flame" plan to accelerate sales growth and drive franchisee profitability. This plan includes investing up to $700 million through year-end 2028, comprised of advertising and digital investments ("Fuel the Flame") and high-quality remodels and relocations, restaurant technology, kitchen equipment, and building enhancements ("Royal Reset"). The Fuel the Flame investments were completed in the fourth quarter ended December 31, 2024. As of June 30, 2025, we have funded $152 million out of up to $550 million planned toward the Royal Reset investments. Second Quarter 2025 Results The increase in Total Revenues was primarily due to higher Advertising Revenues and Other Services reflecting an increase in the franchisees' advertising fund contribution rate. The increase in Adjusted Operating Income was primarily due to the non-recurrence of $6 million of Fuel the Flame expenses incurred in the prior year period as well as a decrease in Segment G&A largely driven by lower compensation-related expenses. These factors were partially offset by net bad debt expenses in the current year period compared to bad debt recoveries in the prior year. PLK Segment Results Three Months Ended June 30, Six Months Ended June 30, (in US$ millions, unaudited) 2025 2024 2025 2024 System-wide Sales Growth 1.6 % 4.6 % (0.4) % 7.3 % System-wide Sales $ 1,578 $ 1,555 $ 3,053 $ 3,072 Comparable Sales (1.4) % 0.5 % (2.7) % 3.0 % Comparable Sales - US (0.9) % 0.6 % (2.4) % 3.3 % Net Restaurant Growth 2.5 % 4.3 % 2.5 % 4.3 % System Restaurant Count at Period End 3,524 3,437 3,524 3,437 Company Restaurant Sales $ 46 $ 33 $ 93 $ 56 Franchise and Property Revenues $ 87 $ 85 $ 165 $ 165 Advertising Revenues and Other Services $ 77 $ 76 $ 147 $ 151 Total Revenues $ 210 $ 194 $ 404 $ 372 Company Restaurant Expenses $ 40 $ 29 $ 79 $ 48 Segment F&P Expenses $ 6 $ 5 $ 8 $ 6 Advertising Expenses and Other Services $ 80 $ 78 $ 152 $ 154 Segment G&A $ 19 $ 21 $ 40 $ 43 Adjusted Operating Income $ 66 $ 62 $ 126 $ 120 For the second quarter, the increases in Total Revenues and Adjusted Operating Income were primarily driven by the acquisition of company restaurants as part of the Carrols Acquisition. Additionally, Adjusted Operating Income benefited from a decrease in Segment G&A due primarily to lower compensation-related expenses. FHS Segment Results Three Months Ended June 30, Six Months Ended June 30, (in US$ millions, unaudited) 2025 2024 2025 2024 System-wide Sales Growth 6.3 % 3.3 % 6.8 % 3.5 % System-wide Sales $ 336 $ 316 $ 658 $ 617 Comparable Sales (0.8) % (0.1) % (0.2) % 0.1 % Comparable Sales - US (1.1) % (0.1) % (0.4) % 0.1 % Net Restaurant Growth 6.4 % 3.5 % 6.4 % 3.5 % System Restaurant Count at Period End 1,371 1,288 1,371 1,288 Company Restaurant Sales $ 11 $ 10 $ 22 $ 20 Franchise and Property Revenues $ 28 $ 27 $ 54 $ 51 Advertising Revenues and Other Services $ 20 $ 16 $ 36 $ 31 Total Revenues $ 59 $ 53 $ 113 $ 103 Company Restaurant Expenses $ 9 $ 9 $ 19 $ 18 Segment F&P Expenses $ 2 $ 1 $ 3 $ 3 Advertising Expenses and Other Services $ 20 $ 17 $ 38 $ 32 Segment G&A $ 13 $ 14 $ 27 $ 28 Adjusted Operating Income $ 15 $ 13 $ 26 $ 23 For the second quarter, the increases in Total Revenues and Adjusted Operating Income were primarily driven by the increase in System-wide Sales. INTL Segment Results Three Months Ended June 30, Six Months Ended June 30, (in US$ millions, unaudited) 2025 2024 2025 2024 System-wide Sales Growth (a) 9.8 % 9.2 % 9.3 % 10.4 % System-wide Sales (a) $ 4,992 $ 4,517 $ 9,360 $ 8,733 Comparable Sales 4.2 % 2.6 % 3.4 % 3.4 % Comparable Sales - INTL - Burger King 4.1 % 2.3 % 3.4 % 3.2 % Net Restaurant Growth 5.4 % 8.2 % 5.4 % 8.2 % System Restaurant Count at Period End 15,767 14,959 15,767 14,959 Franchise and Property Revenues $ 228 $ 213 $ 428 $ 414 Advertising Revenues and Other Services $ 21 $ 20 $ 40 $ 41 Total Revenues $ 250 $ 232 $ 468 $ 455 Segment F&P Expenses $ 9 $ — $ 14 $ 5 Advertising Expenses and Other Services $ 23 $ 22 $ 45 $ 45 Segment G&A $ 47 $ 49 $ 98 $ 102 Adjusted Operating Income $ 172 $ 160 $ 310 $ 302 (a) System-wide Sales Growth is calculated on a constant currency basis and therefore will not recalculate to the percentage change in System-wide Sales, which is reported on a nominal basis. For the second quarter, the increases in Total Revenues and Adjusted Operating Income were primarily driven by higher royalties from Burger King and Popeyes restaurants resulting from increased System-wide Sales, partially offset by the absence of $10 million of revenues from BK China which were recognized in the prior year. Adjusted Operating Income also benefited from a decrease in Segment G&A due primarily to lower compensation-related expenses and lower professional fees, partially offset by net bad debt expenses in the current year period compared to bad debt recoveries in the prior year. Excluding the FX Impact, Total Revenues increased by $15 million and Adjusted Operating Income by $10 million. Note: RH KPIs are shown consistent with RBI's reporting calendar, but results from BK Carrols restaurants in the P&L are shown consistent with Carrols reporting calendar, from the acquisition date. For the three months ended June 30, 2025, results are from March 31, 2025 to June 29, 2025. For the six months ended June 30, 2025, results are from December 30, 2024 to June 29, 2025. For the three and six months ended June 30, 2024, results are from May 16, 2024 to June 30, 2024. (a) Restaurant Occupancy and Other Expenses include intersegment royalties and property expense of $27 million and $55 million for the three and six months ended June 30, 2025, respectively, and $15 million for the three and six months ended June 30, 2024, which are eliminated in consolidation. (b) Advertising Expenses and Other Services include intersegment advertising expenses and tech fees of $22 million and $42 million for the three and six months ended June 30, 2025, respectively, and $10 million for the three and six months ended June 30, 2024, which are eliminated in consolidation. Declaration of Dividend The RBI Board of Directors has declared a dividend of $0.62 per common share and partnership exchangeable unit of RBI LP for the third quarter of 2025. The dividend will be payable on October 7, 2025 to shareholders and unitholders of record at the close of business on September 23, 2025. Share Repurchase Authorization Our board of directors approved a share repurchase authorization that allows us to repurchase up to $1 billion of our common shares from September 15, 2025 until September 30, 2027 (the "Repurchase Authorization"). Effective as of September 15, 2025, this Repurchase Authorization will replace our prior two-year authorization to repurchase up to the same $1 billion of our common shares until September 30, 2025. Repurchases, if any, under the Repurchase Authorization will be funded using RBI's cash resources and all shares repurchased will be cancelled. We plan to submit a new normal course issuer bid, subject to TSX approval, to be effective as of or following the expiration of the current one in September 2025. While this authorization preserves our capital allocation flexibility, we remain committed to prioritizing debt reduction in the near term. 2025 Financial Guidance For 2025, RBI continues to expect: For 2025, RBI now expects Adjusted Interest Expense, net of around $520 million. Long-Term Algorithm RBI continues to expect the following long-term consolidated performance on average, from 2024 to 2028: 3%+ Comparable Sales; and 8%+ organic Adjusted Operating Income growth. In addition, the Company continues to expect to reach 5%+ Net Restaurant Growth towards the end of its algorithm period. Investor Conference Call We will host an investor conference call and webcast at 8:30 a.m. Eastern Time on Thursday, August 7, 2025, to review financial results for the second quarter ended June 30, 2025. The earnings call will be broadcast live via our investor relations website at and a replay will be available for 30 days following the release. The dial-in number is 1 (833)-470-1428 for U.S. callers, 1 (833)-950-0062 for Canadian callers, and 1 (929)-526-1599 for callers from other countries. For all dial-in numbers please use the following access code: 391075. About Restaurant Brands International Inc. Restaurant Brands International Inc. is one of the world's largest quick service restaurant companies with over $45 billion in annual system-wide sales and over 32,000 restaurants in more than 120 countries and territories. RBI owns four of the world's most prominent and iconic quick service restaurant brands – TIM HORTONS®, BURGER KING®, POPEYES®, and FIREHOUSE SUBS®. These independently operated brands have been serving their respective guests, franchisees and communities for decades. Through its Restaurant Brands for Good framework, RBI is improving sustainable outcomes related to its food, the planet, and people and communities. RBI's principal executive offices are in Miami, Florida. In North America, RBI's brands are headquartered in their home markets where they were founded decades ago: Canada for Tim Hortons and the U.S. for Burger King, Popeyes and Firehouse Subs. To learn more about RBI, please visit the company's website at Forward-Looking Statements This press release and our investor conference call contain certain forward-looking statements and information, which reflect management's current beliefs and expectations regarding future events and operating performance and speak only as of the date hereof. These forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties. These forward-looking statements include statements about our expectations or beliefs regarding (i) the impact of the macro-economic pressures and currency fluctuations on our and our franchisees' results of operations and business; (ii) our remodel program and refranchising efforts; (iii) leverage and free cash flow; (iv) segment G&A, capital expenditures, tenant inducements, supply chain gross margins, FX headwinds, remodel incentives, comparable sales, adjusted operating income, net restaurant growth, effective tax rate and adjusted net interest expense in 2025 and, as applicable, through 2028; (v) long-term partners for Popeyes China and FHS Brazil and a new controlling shareholder for BK China; (vi) refranchising of stores acquired in the Carrols Acquisition; (vii) commodity prices; (viii) tax law changes; (ix) plans to maintain the franchisor dynamics in certain segments; * tariff related impacts; and (xi) our growth opportunities, plans and strategies for each of our brands and ability to enhance operations and drive long-term, sustainable growth. The factors that could cause actual results to differ materially from RBI's expectations are detailed in filings of RBI with the Securities and Exchange Commission and applicable Canadian securities regulatory authorities, such as its annual and quarterly reports and current reports on Form 8-K, and include the following: (1) our indebtedness, which could adversely affect our financial condition; (2) global economic or other business conditions that may affect the desire or ability of our guests to purchase our products; (3) our relationship with, and the success of, our franchisees and risks related to our nearly 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) 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) risks related to unforeseen events; (12) changes in applicable tax laws or interpretations thereof; (13) evolving legislation and regulations in the area of franchise and labor and employment law; (14) our ability to address environmental and social sustainability issues; (15) risks related to geopolitical conflicts and terrorism; (16) the ability of cash flows from the Carrols restaurants to fund our budgeted remodels and the timing of refranchising of such restaurants; (17) tariffs and their impact on economic conditions or our business; and (18) our ability to find long-term partners for Popeyes China and FHS Brazil and a new controlling shareholder for BK China. Other than as required under U.S. federal securities laws or Canadian securities laws, we do not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, change in expectations or otherwise. Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenues: Supply chain sales $ 732 $ 682 $ 1,343 $ 1,309 Company restaurant sales 600 347 1,158 449 Franchise and property revenues 760 747 1,423 1,459 Advertising revenues and other services 318 304 595 602 Total revenues 2,410 2,080 4,519 3,819 Operating costs and expenses: Supply chain cost of sales 589 540 1,085 1,057 Company restaurant expenses 498 286 966 375 Franchise and property expenses 144 134 274 260 Advertising expenses and other services 364 334 675 645 General and administrative expenses 188 185 379 358 (Income) loss from equity method investments (5) (69) (10) (72) Other operating expenses (income), net 149 7 232 (11) Total operating costs and expenses 1,927 1,417 3,601 2,612 Income from operations 483 663 918 1,207 Interest expense, net 132 147 262 295 Loss on early extinguishment of debt — 32 — 32 Income from continuing operations before income taxes 351 484 656 880 Income tax expense from continuing operations 87 85 169 153 Net income from continuing operations 264 399 487 727 Net loss from discontinued operations (net of tax of $0 and $0) 1 — 3 — Net income 263 399 484 727 Net income attributable to noncontrolling interests 74 119 136 217 Net income attributable to common shareholders $ 189 $ 280 $ 348 $ 510 Earnings per common share Basic net income per share from continuing operations $ 0.58 $ 0.89 $ 1.07 $ 1.62 Basic net loss per share from discontinued operations $ (0.00) $ — $ (0.01) $ — Basic net income per share $ 0.58 $ 0.89 $ 1.07 $ 1.62 Diluted net income per share from continuing operations $ 0.58 $ 0.88 $ 1.07 $ 1.60 Diluted net loss per share from discontinued operations $ (0.00) $ — $ (0.01) $ — Diluted net income per share $ 0.57 $ 0.88 $ 1.06 $ 1.60 Weighted average shares outstanding (in millions): Basic 328 317 327 316 Diluted 457 453 456 453 As of June 30, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 1,026 $ 1,334 Accounts and notes receivable, net of allowance of $58 and $57, respectively 778 698 Inventories, net 167 142 Prepaids and other current assets 195 108 Assets held for sale - discontinued operations 622 — Total current assets 2,788 2,282 Property and equipment, net of accumulated depreciation and amortization of $1,188 and $1,087, respectively 2,243 2,236 Operating lease assets, net 1,909 1,852 Intangible assets, net 11,279 10,922 Goodwill 6,301 5,986 Other assets, net 1,168 1,354 Total assets $ 25,688 $ 24,632 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts and drafts payable $ 763 $ 765 Other accrued liabilities 1,135 1,141 Gift card liability 189 236 Current portion of long-term debt and finance leases 221 222 Liabilities held for sale - discontinued operations 446 — Total current liabilities 2,754 2,364 Long-term debt, net of current portion 13,428 13,455 Finance leases, net of current portion 282 286 Operating lease liabilities, net of current portion 1,835 1,770 Other liabilities, net 1,094 706 Deferred income taxes, net 1,205 1,208 Total liabilities 20,598 19,789 Shareholders' equity: Common shares, no par value; unlimited shares authorized at June 30, 2025 and December 31, 2024; 327,777,360 shares issued and outstanding at June 30, 2025; 324,426,589 shares issued and outstanding at December 31, 2024 2,469 2,357 Retained earnings 1,794 1,860 Accumulated other comprehensive income (loss) (946) (1,107) Total Restaurant Brands International Inc. shareholders' equity 3,317 3,110 Noncontrolling interests 1,773 1,733 Total shareholders' equity 5,090 4,843 Total liabilities and shareholders' equity $ 25,688 $ 24,632 Six Months Ended June 30, 2025 2024 Cash flows from operating activities: Net income $ 484 $ 727 Net loss from discontinued operations 3 — Net income from continuing operations 487 727 Depreciation and amortization 148 108 Non-cash loss on early extinguishment of debt — 22 Amortization of deferred financing costs and debt issuance discount 13 12 (Income) loss from equity method investments (10) (72) (Gain) loss on remeasurement of foreign denominated transactions 207 (29) Net (gains) losses on derivatives (102) (91) Share-based compensation and non-cash incentive compensation expense 81 87 Deferred income taxes 8 10 Other non-cash adjustments, net 31 5 Changes in current assets and liabilities, excluding acquisitions and dispositions: Accounts and notes receivable (72) 9 Inventories and prepaids and other current assets (30) 14 Accounts and drafts payable (6) (70) Other accrued liabilities and gift card liability (155) (210) Tenant inducements paid to franchisees (14) (11) Changes in other long-term assets and liabilities (19) (29) Net cash provided by operating activities from continuing operations 567 482 Cash flows from investing activities: Payments for additions of property and equipment (102) (69) Net proceeds from disposal of assets, restaurant closures, and refranchisings 12 7 Net payments for acquisition of franchised restaurants, net of cash acquired (152) (531) Settlement/sale of derivatives, net 40 35 Other investing activities, net — (1) Net cash used for investing activities from continuing operations (202) (559) Cash flows from financing activities: Proceeds from long-term debt — 1,950 Repayments of long-term debt and finance leases (66) (1,639) Payment of financing costs — (32) Payment of common share dividends and Partnership exchangeable unit distributions (544) (506) Proceeds from stock option exercises 20 60 Proceeds from derivatives 34 57 Other financing activities, net 1 (2) Net cash used for financing activities from continuing operations (555) (112) Net cash used for discontinued operations (85) — Effect of exchange rates on cash and cash equivalents 19 (8) Decrease in cash and cash equivalents, including cash classified as assets held for sale - discontinued operations (256) (197) Increase in cash classified as assets held for sale - discontinued operations (52) — Decrease in cash and cash equivalents (308) (197) Cash and cash equivalents at beginning of period 1,334 1,139 Cash and cash equivalents at end of period $ 1,026 $ 942 Supplemental cash flow disclosures: Interest paid $ 360 $ 390 Income taxes paid $ 285 $ 186 Accruals for additions of property and equipment $ 22 $ — RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES Key Operating Metrics and Non-GAAP Financial Measures Key Operating Metrics Key performance indicators ("KPIs") are shown for RBI's Five Franchisor Segments. The KPIs for the Carrols Burger King restaurants are included in the BK segment and KPIs for the PLK China, BK China, and FHS Brazil restaurants are included in the INTL segment. System-wide Sales Growth refers to the percentage change in sales at all franchised restaurants and company restaurants (referred to as System-wide Sales) in one period from the same period in the prior year on a constant currency basis, which means the results exclude the effect of foreign currency translation ("FX Impact"). We calculate the FX Impact by translating prior year results at current year monthly average exchange rates. System-wide Sales is reported on a nominal basis. Comparable Sales refers to the percentage change in restaurant sales in one period from the same prior year period on a constant currency basis for restaurants that have been open for an initial consecutive period, typically at least 13 months. Additionally, if a restaurant is closed for a significant portion of a month, the restaurant is excluded from the monthly Comparable Sales calculation. Unless otherwise stated, System-wide Sales Growth, System-wide Sales and Comparable Sales are presented on a system-wide basis, which means they include franchised restaurants and company restaurants. System-wide results are driven by our franchised restaurants, as over 90% of system-wide restaurants are franchised. Franchise sales represent sales at all franchised 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 change 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. In determining whether a restaurant meets our definition of a restaurant that will be included in our Net Restaurant Growth, we consider factors such as scope of operations, format and image, separate franchise agreement, and minimum sales thresholds. We refer to restaurants that do not meet our definition as "alternative formats" and we believe these are helpful to build brand awareness, test new concepts and provide convenience in certain markets. Total Capex and Cash Inducements refers to the sum of payments for additions to property and equipment, tenant inducements paid to franchisees, other cash inducements (included in changes in other long-term assets and liabilities), and increase (decrease) in accruals for additions to property and equipment. 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. Total Capex and Cash Inducements is an indicator of the capital intensity of our business. Non-GAAP Measures Below, we define non-GAAP financial measures, provide a reconciliation of each measure to the most directly comparable financial measure calculated in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"), and discuss the reasons why we believe this information is useful to management and may be useful to investors. These measures do not have standardized meanings under GAAP and may differ from similarly captioned measures of other companies in our industry. We believe that these non-GAAP measures are useful to investors in assessing our operating performance or liquidity. 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. AOI represents Income from Operations adjusted to exclude (i) franchise agreement and reacquired franchise right intangible asset amortization as a result of acquisition accounting, (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 in the following financial results, income/expenses from non-recurring projects and non-operating activities included (i) non-recurring fees and expenses incurred in connection with the Carrols Acquisition, the PLK China Acquisition and the BK China Acquisition, consisting primarily of professional fees, compensation related expenses and integration costs ("RH and BK China 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 as well as services related to significant tax reform legislation and regulations ("Corporate restructuring and advisory fees"). 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 or trends of our core business and operations. AOI is used by management to measure operating performance of the business, excluding these other specifically identified items. AOI, as defined above, also represents our measure of segment income for each of our operating segments. Adjusted EBITDA is defined as earnings (net income or loss from continuing operations) before interest expense, net, (gain) loss on early extinguishment of debt, income tax expense (benefit) from continuing operations, and depreciation and amortization 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 or expense from non-recurring projects and non-operating activities (as described above) and is used by management to measure leverage. Segment G&A (excluding RH) is defined as general and administrative expenses for our five franchisor segments excluding RH and BK China Transaction costs and Corporate restructuring and advisory fees. Segment F&P is defined as franchise and property expenses excluding franchise agreement amortization ("FAA") and reacquired franchise rights amortization as a result of acquisition accounting. Adjusted Net Income is defined as Net income from continuing operations excluding (i) franchise agreement and reacquired franchise right intangible asset amortization as a result of acquisition accounting, (ii) amortization of deferred financing costs and debt issuance discount, (iii) loss on early extinguishment of debt and interest expense, which represents non-cash interest expense related to amounts reclassified from accumulated comprehensive income (loss) into interest expense in connection with restructured interest rate swaps, (iv) (income) loss from equity method investments, net of cash distributions received from equity method investments, (v) other operating expenses (income), net, and (vi) income or expense from non-recurring projects and non-operating activities (as described above). Adjusted Interest Expense, net is defined as interest expense, net less (i) amortization of deferred financing costs and debt issuance discount and (ii) non-cash interest expense related to amounts reclassified from accumulated comprehensive income (loss) into interest expense in connection with restructured interest rate swaps. Adjusted Diluted EPS is calculated by dividing Adjusted Net Income by the weighted average diluted shares outstanding of RBI during the reporting period. Adjusted Net Income and Adjusted Diluted EPS are used by management to evaluate the operating performance of the business, excluding certain non-cash and other specifically identified items that management believes are not relevant to management's assessment of operating performance. Net debt is defined as Total debt less cash and cash equivalents. Total debt is defined as long-term debt, net of current portion plus (i) Finance leases, net of current portion, (ii) Current portion of long-term debt and finance leases and (iii) Unamortized deferred financing costs and deferred issue discount. Net debt is used by management to evaluate the Company's liquidity. We believe this measure is an important indicator of the Company's ability to service its debt obligations. Net Leverage is defined as Net Debt divided by Adjusted EBITDA. This metric is an operating performance measure that we believe provides investors a more complete understanding of our leverage position and borrowing capacity after factoring in cash and cash equivalents that eventually could be used to repay outstanding debt. Revenue growth, Income from Operations growth, Adjusted Operating Income growth, Net Income growth, Adjusted EBITDA growth, Adjusted Net Income growth and Adjusted Diluted EPS growth on an organic basis, are non-GAAP measures that exclude the impact of FX movements and the results of our RH segment. With respect to Adjusted Diluted EPS, growth on an organic basis also excludes the impact of incremental debt incurred as part of the Carrols transaction. Management believes that organic growth is an important metric for measuring the operating performance of our business as it helps identify underlying business trends, without distortion from the effects of FX movements and the RH segment given the Company's plans to refranchise the vast majority of the Carrols Burger King restaurants and to find a new partner for PLK China and new investors for FHS Brazil in the future. We calculate the impact of FX movements by translating prior year results at current year monthly average exchange rates. Free Cash Flow ("FCF") is the total of Net cash provided by operating activities minus Payments for property and equipment. FCF is a liquidity measure used by management as one factor in determining the amount of cash that is available for working capital needs or other uses of cash and it does not represent residual cash flows available for discretionary expenditures. Net Interest Paid is the total of cash interest paid in the period, cash proceeds (payments) related to derivatives, net from both investing activities and financing activities and cash interest income received. This liquidity measure is used by management to understand the net effect of interest paid, received and related hedging payments and receipts. With respect to our 2025 guidance, there are important components of estimated operating income and general and administrative expenses (including impact of equity method investments and other operating expenses or income from non-recurring projects and non-operating activities) that we have not determined and therefore, a reconciliation of estimated AOI to Income from operations, and Segment G&A to general and administrative expenses cannot be provided at this time. A full reconciliation of each of these measures will be provided when actual results are released. Three Months Ended June 30, Variance RH Impact FX Impact Organic Growth 2025 2024 $ % $ $ $ % Revenue TH $ 1,083 $ 1,031 $ 53 5.1 % $ — $ (10) $ 63 6.2 % BK 388 364 24 6.5 % — — 24 6.5 % PLK 210 194 16 8.3 % — — 16 8.4 % FHS 59 53 6 10.9 % — — 6 10.9 % INTL 250 232 18 7.5 % — 3 15 6.2 % RH 469 230 239 NM 239 — — NM Elimination of intersegment revenues (a) (49) (24) (25) NM (25) — — NM Total Revenues $ 2,410 $ 2,080 $ 330 15.9 % $ 214 $ (7) $ 123 6.6 % Income from Operations $ 483 $ 663 $ (180) (27.2) % $ 3 $ (1) $ (181) (27.4) % Net Income from Continuing Operations $ 264 $ 399 $ (135) (34.1) % $ (3) $ (1) $ (131) (33.2) % Adjusted Operating Income TH $ 278 $ 269 $ 9 3.5 % $ — $ (3) $ 12 4.5 % BK 121 114 7 6.1 % — — 7 6.1 % PLK 66 62 4 7.2 % — — 4 7.3 % FHS 15 13 2 19.4 % — — 2 19.5 % INTL 172 160 11 6.6 % — 1 10 6.1 % RH 16 14 2 17.1 % 2 — — NM Adjusted Operating Income $ 668 $ 632 $ 36 5.7 % $ 2 $ (2) $ 36 5.7 % Adjusted EBITDA $ 762 $ 721 $ 42 5.8 % $ 13 $ (2) $ 31 4.4 % Adjusted Net Income $ 432 $ 392 $ 40 10.1 % $ (2) $ (1) $ 43 11.1 % Adjusted Diluted Earnings per Share $ 0.94 $ 0.86 $ 0.08 9.2 % $ 0.00 $ 0.00 $ 0.09 10.3 % (a) Represents elimination of intersegment revenues that consists of royalties, property and advertising and other services revenue recognized by BK and INTL from intersegment transactions with RH. Note: Totals, variances, and percentage changes may not recalculate due to rounding. RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES Non-GAAP Financial Measures | Organic Growth Six Months Ended June 30, 2025 (In millions of U.S dollars, except per share data) (Unaudited) Six Months Ended Variance RH Impact FX Impact Organic Growth 2025 2024 $ % $ $ $ % Revenue TH $ 1,987 $ 1,969 $ 17 0.9 % $ — $ (60) $ 77 4.1 % BK 744 714 30 4.2 % — (1) 31 4.3 % PLK 404 372 32 8.6 % — — 32 8.7 % FHS 113 103 10 9.5 % — — 10 9.6 % INTL 468 455 13 2.8 % — (7) 20 4.4 % RH 901 230 671 NM 671 — — NM Elimination of intersegment revenues (a) (97) (24) (73) NM (73) — — NM Total Revenues $ 4,519 $ 3,819 $ 700 18.3 % $ 598 $ (68) $ 170 4.8 % Income from Operations $ 918 $ 1,207 $ (289) (24.0) % $ — $ (22) $ (267) (22.6) % Net Income from Continuing Operations $ 487 $ 727 $ (240) (33.1) % $ (5) $ (21) $ (214) (30.4) % Adjusted Operating Income TH $ 499 $ 493 $ 6 1.2 % $ — $ (15) $ 21 4.3 % BK 224 220 4 1.8 % — — 4 2.0 % PLK 126 120 6 4.9 % — — 6 5.2 % FHS 26 23 3 14.6 % — — 3 14.8 % INTL 310 302 8 2.5 % — (7) 14 4.8 % RH 23 14 9 66.4 % 9 — — NM Adjusted Operating Income $ 1,208 $ 1,172 $ 36 3.1 % $ 9 $ (22) $ 49 4.3 % Adjusted EBITDA $ 1,404 $ 1,348 $ 57 4.2 % $ 31 $ (24) $ 50 3.8 % Adjusted Net Income $ 775 $ 723 $ 52 7.3 % $ (5) $ (18) $ 75 10.8 % Adjusted Diluted Earnings per Share $ 1.70 $ 1.60 $ 0.10 6.5 % $ (0.01) $ (0.04) $ 0.15 10.0 % (a) Represents elimination of intersegment revenues that consists of royalties, property and advertising and other services revenue recognized by BK and INTL from intersegment transactions with RH. As of Net Leverage June 30, 2025 June 30, 2024 Long-term debt, net of current portion $ 13,428 $ 13,092 Finance leases, net of current portion 282 302 Current portion of long-term debt and finance leases 221 617 Unamortized deferred financing costs and deferred issuance discount 104 126 Total debt 14,035 14,137 Cash and cash equivalents 1,026 942 Net debt 13,009 13,195 LTM Net Income from continuing operations 1,205 1,817 Net Income from continuing operations Net leverage 10.8x 7.3x LTM Adjusted EBITDA (a) 2,840 2,649 Net Leverage 4.6x 5.0x (a) Adjusted EBITDA includes Adjusted EBITDA from Carrols from May 16, 2024. Three Months Ended June 30, Six Months Ended June 30, Twelve Months Ended December 31, Twelve Months Ended June 30, 2025 2024 2025 2024 2023 2024 2023 2025 2024 A B C D E A + D - B B + E - C Net income from continuing operations $ 264 $ 399 $ 487 $ 727 $ 628 $ 1,445 $ 1,718 $ 1,205 $ 1,817 Income tax expense (benefit) from continuing operations (6) 87 85 169 153 86 364 (265) 380 (198) Loss on early extinguishment of debt — 32 — 32 — 33 16 1 48 Interest expense, net 132 147 262 295 287 577 582 544 590 Income from operations 483 663 918 1,207 1,001 2,419 2,051 2,130 2,257 Franchise agreement and reacquired franchise rights amortization (FAA) 17 11 33 19 16 53 31 67 34 RH and BK China Transaction costs (2) 16 9 22 13 — 22 — 31 13 FHS Transaction costs (3) — — — — 19 — 19 — — Corporate restructuring and advisory fees (4) 5 6 6 8 12 20 38 18 34 Impact of equity method investments (5) (1) (64) (3) (64) 24 (53) 6 8 (82) Other operating expenses (income), net 149 7 232 (11) 10 (59) 55 184 34 Adjusted Operating Income 668 632 1,208 1,172 1,082 2,402 2,200 2,438 2,290 Depreciation and amortization, excluding FAA 61 48 116 89 79 210 160 237 170 Share-based compensation and non-cash incentive compensation expense (1) 33 41 81 87 92 172 194 166 189 Adjusted EBITDA 762 721 1,404 1,348 1,253 2,784 2,554 2,840 2,649 Net income from continuing operations to Adjusted Net Income and Adjusted Diluted EPS Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net income from continuing operations $ 264 $ 399 $ 487 $ 727 Income tax expense from continuing operations (6) 87 85 169 153 Income from continuing operations before income taxes 351 484 656 880 Adjustments: Franchise agreement and reacquired franchise rights amortization 17 11 33 19 Amortization of deferred financing costs and debt issuance discount 7 6 13 12 Interest expense and loss on extinguished debt (7) (6) 30 (10) 33 RH and BK China Transaction costs (2) 16 9 22 13 Corporate restructuring and advisory fees (4) 5 6 6 8 Impact of equity method investments (5) (1) (64) (3) (64) Other operating expenses (income), net 149 7 232 (11) Total adjustments 187 5 293 10 Adjusted income before income taxes 538 489 949 890 Adjusted income tax expense (6)(8) 106 97 174 167 Adjusted net income $ 432 $ 392 $ 775 $ 723 Adjusted diluted earnings per share $ 0.94 $ 0.86 $ 1.70 $ 1.60 Weighted average diluted shares outstanding (in millions) 457 453 456 453 Note: Totals may not recalculate due to rounding.
Cision Canada
17 minutes ago
- Cision Canada
BCE reports second quarter 2025 results Français
This news release contains forward-looking statements. For a description of the related risk factors and assumptions, please see the section entitled "Caution Regarding Forward-Looking Statements" later in this news release. The information contained in this news release is unaudited. Consolidated revenue up 1.3% in Q2 2025 compared with Q2 2024, while consolidated adjusted EBITDA 1 declined 0.9% reflecting higher operating costs for strong product revenue growth Net earnings of $644 million, up 6.6% with net earnings attributable to common shareholders of $579 million, up 7.8% or $0.63 per common share Adjusted net earnings 1 of $592 million yielded adjusted EPS 1 of $0.63, down 19.2% Free cash flow 1 increased 5.0% to $1,152 million; cash flows from operating activities down 8.9% to $1,947 million Wireless improvement: 94,479 total mobile phone net subscriber activations 2; postpaid churn 2 down 0.12 points to 1.06% - first quarter of year-over-year improvement since Q3 2022 26,583 consumer fibre Internet net subscriber activations 2 contributed to 3% Internet revenue growth Bell Business Markets revenue growth driven by Ateko managed services, cybersecurity and Bell AI Fabric Fifth consecutive quarter of Bell Media revenue and adjusted EBITDA growth, up 3.8% and 7.8% respectively; digital revenue 3 up 9% as digital platforms and advertising technology continue to drive growth 2025 guidance updated to reflect close of the Ziply Fiber acquisition on August 1, 2025 MONTRÉAL, Aug. 7, 2025 /CNW/ - BCE Inc. (TSX: BCE) (NYSE: BCE) today reported results for the second quarter (Q2) of 2025. "Bell's second quarter results showcase our sharp focus on executing our strategic plan and delivering value for customers and shareholders," said Mirko Bibic, President and CEO, BCE and Bell Canada. While the significant changes in our economic and operating environments that have occurred since the Fall of 2024 persist, the timely and appropriate steps we have taken are yielding results. Our consolidated revenue is up 1.3% year-over-year, and we delivered a 6.6% increase in net earnings. Q2 further represents the first quarter of year-over-year improvement in our mobile phone postpaid customer churn in nearly three years – the direct result of our customer service improvements. With more than $24 billion in capital invested since 2020, we are leading Canada's telecommunications industry. We are offering our customers and shareholders made-in-Canada services and solutions: our managed services by Ateko offering cloud and workforce automation for enterprise; Bell AI Fabric providing companies access to cutting edge AI compute in Canada; and a strategic partnership with Canadian AI leader Cohere. And while the Canadian Radio-television and Telecommunications Commission's ill-advised decision has jeopardized further investments in core fibre infrastructure, we are proud to be the third largest fibre network and broadband provider in North America, even before the acquisition of Ziply Fiber. As we turn to the second half of the year, we are pleased to announce today that we are hosting an Investor Day on October 14. This represents an important opportunity to demonstrate how each element of our strategic plan comes together to create long-term shareholder value." KEY BUSINESS DEVELOPMENTS Expanding Bell's network reach Bell completed its acquisition of Ziply Fiber, the leading fibre Internet provider in the Pacific Northwest of the United States, accelerating its North American fibre growth strategy. For the third year in a row, Bell Pure Fibre was awarded Canada's Fastest Internet in the Ookla ® Speedtest ® Awards, a global leader in fixed and mobile network testing and analysis 4. Bell was also recognized across several other categories in Ookla's latest Canada Market Report (1H 2025). Building a sovereign AI ecosystem Bell announced Bell AI Fabric, a major investment that will create Canada's largest artificial intelligence (AI) compute capacity project, increasing sovereign AI capacity and ensuring that Canadian companies can compete and win in the global AI economy. Bell AI Fabric is a national data centre supercluster aiming to provide upwards of 500 MW of hydro-electric powered AI compute capacity across six facilities. Bell announced a strategic partnership with Cohere, a Canadian enterprise AI company, to provide full-stack, sovereign AI solutions for government and enterprise customers across Canada and to deploy Cohere's agentic AI platform, North, within Bell. Strategic divestitures paving the way for key growth drivers BCE completed the previously announced sale of its 37.5% ownership stake in Maple Leaf Sports and Entertainment (MLSE) for $4.7 billion ($4.2 billion net of taxes) to Rogers Communications Inc. (Rogers). The proceeds of this transaction supported the acquisition of Ziply Fiber. As part of this agreement, Bell Media has secured access to content rights for the Toronto Maple Leafs and Toronto Raptors on TSN through the 2043/2044 season via a long-term agreement with Rogers. BCE entered into an agreement to sell its home security and monitored alarm assets to a.p.i. ALARM Inc. as part of its ongoing strategy to focus on its core telecommunications, enterprise solutions and media businesses. Completion of the sale is expected in the second half of 2025, subject to customary closing conditions. Delivering future-ready solutions through partnerships Bell introduced a managed SD-WAN-as-a-Service powered by Fortinet, integrating network and security technologies to offer Canadian businesses enhanced user experience, improved security, increased uptime, simplified management, and scalability, while supporting secure connectivity for distributed employees and hybrid work styles. Bell and Zoom have partnered to deliver Workplace from Bell and Zoom, a unique suite of communication and collaboration services for Canadian enterprises available exclusively from Bell, reinforcing Bell's objective to provide AI-powered solutions for Canadian businesses' productivity and collaboration needs. Putting customers first The 2024-2025 Complaints for Telecom-television Services (CCTS) mid-year report reflected Bell's focus on putting customers first, with Bell experiencing fewer complaints than both our major competitors. Overall, our BCE group of companies saw its share of industry complaints decrease by 1%, supported by a strong performance from Virgin Plus, which had a 5.7% decrease in complaints and a 16% decrease in its share of industry complaints. Bell introduced ahlo, a new smartphone brand designed in Canada to deliver essential features, strong performance, and smart design at an accessible price point. Building a digital media and content powerhouse Bell Media unveiled its 2025/26 English and French-language original content lineup, featuring a total of 116 key returning and anticipated new titles. Bell Media announced the expansion of Crave to offer content from Bell Media's extensive entertainment portfolio, CTV, Noovo, news, select sports and expanded kids programming, growing Crave's content portfolio by more than 30%. Bell Media announced a strategic investment with Blink49Studios through Bell Ventures. This production and distribution partnership will enhance Blink49's capabilities and reach in Canada and internationally as it continues to grow its slate of scripted and unscripted content. Bell Media partnered with Disney Entertainment to provide exclusive new streaming bundle offers that include Disney+, Crave, and TSN. Slated to launch later in 2025, the new bundles will provide viewers with a vast selection of premium content. Bell Media and The Trade Desk partnered to integrate the Bell Marketing Platform into the Kokai platform, providing advertisers with seamless access to Bell's premium first-party data, custom audience-building capabilities, and, in the future, advanced measurement and analytics solutions. Bell Media and Formula 1 announced a long-term extension to Bell Media's F1 media rights agreement, in conjunction with our agreement to keep the Formula 1 Canadian Grand Prix in Montréal through 2035. BCE Executive team update Mark McDonald was promoted to the role of Executive Vice President and Chief Technology Officer, responsible for Bell's network strategy and infrastructure, as well as maximizing the potential of key technologies like 5G wireless and fibre. _____________ 4 Based on Ookla ® Speedtest Intelligence ® data, 1H 2025. All rights reserved. BCE RESULTS Financial Highlights ($ millions except per share amounts) (unaudited) Q2 2025 Q2 2024 % change BCE Operating revenues 6,085 6,005 1.3 % Net earnings 644 604 6.6 % Net earnings attributable to common shareholders 579 537 7.8 % Adjusted net earnings 592 712 (16.9 %) Adjusted EBITDA 2,674 2,697 (0.9 %) Net earnings per common share (EPS) 0.63 0.59 6.8 % Adjusted EPS 0.63 0.78 (19.2 %) Cash flows from operating activities 1,947 2,137 (8.9 %) Capital expenditures (763) (978) 22.0 % Free cash flow 1,152 1,097 5.0 % BCE operating revenues were $6,085 million in Q2 2025, up 1.3% compared to Q2 2024. Service revenue was down 0.8% to $5,267 million, due to a year-over-year decline at Bell Communication & Technology Services (CTS), partly offset by growth at Bell Media. Net earnings in Q2 increased 6.6% to $644 million and net earnings attributable to common shareholders totalled $579 million, or $0.63 per share, up 7.8% and 6.8%, respectively. The year-over-year increases were mainly due to lower other expense and lower impairment of assets. These factors were partly offset by lower adjusted EBITDA, higher severance, acquisition and other costs, higher depreciation and amortization and higher interest expense. Adjusted net earnings were down 16.9% in Q2 to $592 million, resulting in a 19.2% decrease in adjusted EPS to $0.63. Adjusted EBITDA was down 0.9% in Q2 to $2,674 million, reflecting a 1.6% decrease at Bell CTS, partly offset by a 7.8% increase at Bell Media. BCE's adjusted EBITDA margin 5 declined 1.0 percentage points to 43.9% from 44.9% in Q2 2024, due to the flow-through of lower year-over-year service revenue and a higher proportion of lower margin product sales. These factors were partly offset by: decreased labour costs attributable to workforce reductions; technology and automation-enabled operating efficiencies across the organization. BCE capital expenditures in Q2 2025 were $763 million, down 22.0% from $978 million in Q2 last year, corresponding to a capital intensity 6 of 12.5%, compared to 16.3% in Q2 2024. The year-over-year decrease is consistent with a planned reduction in capital spending primarily attributable to slower FTTP footprint expansion, largely due to regulatory decisions that discourage network investment. BCE cash flows from operating activities in Q2 were $1,947 million, down 8.9% from Q2 2024. The year-over-year decrease was mainly due to higher severance and other costs paid and lower cash from working capital, partly offset by lower income taxes paid and lower interest paid. Free cash flow increased 5.0% to $1,152 million from $1,097 million in Q2 2024. The year-over-year increase was mainly due to lower capital expenditures and lower cash dividends paid by subsidiaries to non-controlling interest, despite decreased cash flows from operating activities, excluding cash from acquisition and other costs paid. OPERATING RESULTS BY SEGMENT Bell Communication and Technology Services 7 (Bell CTS) Total Bell CTS operating revenues increased 1.0% to $5,334 million in Q2 2025 compared to Q2 2024, due to higher product revenue, partially offset by lower service revenue. Product revenue was up 17.4% in Q2 to $818 million, driven by: the opening of our first Bell AI Fabric facility in Kamloops, BC; higher wireless device sales to consumers from higher upgrade volumes and contracted activations. Service revenue was down 1.5% in Q2 to $4,516 million, reflecting: ongoing declines in legacy voice, legacy data services and satellite services; greater acquisition, retention and bundle discounts on residential services compared to Q2 2024; lower mobile phone blended average revenue per user (ARPU) 8,9,10. These factors were partly offset by: expansion of our mobile phone, mobile connected device and retail Internet subscriber bases; flow through of rate increases; the financial contribution from acquisitions made over the past year; increased sales of managed services driven by growth at Ateko and in cybersecurity. Bell CTS adjusted EBITDA decreased 1.6% in Q2 to $2,439 million, due to 3.2% higher operating costs, which together with the flow-through of lower year-over-year service revenue and a higher proportion of lower-margin product sales contributed to a 1.2 pts margin decline to 45.7%. The increase in operating costs this quarter is attributed to: higher cost of goods sold and commission expenses associated with an increase in product sales; non-recurring costs associated with the 2025 G7 Leader's Summit. These cost factors were partly offset by cost reduction initiatives and operating efficiencies. Postpaid mobile phone net subscriber activations 11 totaled 44,547 in Q2, down 43.3% from 78,500 in Q2 2024. The year-over-year decrease was the result of 14.8% lower gross subscriber activations, due to a less active market, slowing population growth attributable to government immigration policies, and fewer bring-your-own-device activations reflecting our focus on higher-value subscriber loadings. This was partly offset by a lower mobile phone postpaid customer churn 11 rate, which improved 12 basis points to 1.06%, reflecting our improvements to customer service and our focus on retention. Prepaid mobile phone net subscriber activations 8,9,11 totaled 49,932 in Q2, compared to 52,543 in Q2 2024; Q2 2024 being our best Q2 result in over a decade. The decline was due to 3.7% lower gross activations reflecting slowing population growth attributable to government immigration policies. Bell's mobile phone customer base 8,9,11 totaled 10,382,457 at the end of Q2 2025, a 0.4% increase over Q2 2024, comprised of 9,565,385 postpaid subscribers, up 1.3%, and 817,072 prepaid customers, down 8.9%. Mobile phone blended ARPU was down 0.7% to $57.61 in Q2 2025 from $58.04 in Q2 2024. The decrease was due to: ongoing elevated competitive pressure on base rate plan pricing and greater impact of discounting; lower data overage revenue from customers subscribing to unlimited and larger capacity data plans; lower outbound roaming revenue as a result of decreased travel to the United States. These factors were partly offset by revenues related to the 2025 G7 Leader's Summit. Mobile connected device net activations increased 10.9% in Q2 to 97,502 from 87,917 in Q2 2024, driven by increased connected car subscriptions and fewer data device deactivations. At the end of Q2 2025, mobile connected device subscribers 11 totaled 3,176,916, an increase of 10.0% over last year. Bell added 26,583 total net consumer retail fibre Internet subscribers 11 in Q2 2025, down 55.9% from 60,229 in Q2 2024. Despite continued strong demand for Bell's fibre services and bundled offerings with mobile service, the year-over-year decrease reflects: less new fibre footprint expansion compared to last year; slowing industry growth given lower immigration and slower housing starts. Retail high-speed subscribers 7,8 totaled 4,421,961 at the end of Q2 2025, representing a 2.2% decline compared to Q2 2024. Bell's retail IPTV customer base 11 decreased by 15,851 net subscribers in Q2 2025, compared to a net loss of 1,313 in Q2 2024. The year-over-year decrease was due mainly to: less pull-through as a result of lower Internet activations; lower customer activations, particularly on our Fibe TV streaming service; greater competitive intensity. At the end of Q2 2025, Bell served 2,100,690 retail IPTV subscribers 7,12, a 1.1% decrease over Q2 2024. Retail residential NAS net losses improved by 16.1% to 44,700 in Q2 2025, due to fewer customer deactivations. Bell's retail residential NAS customer base 7,11 totalled 1,727,911 at the end of Q2 2025, representing a 10.2% decline compared to Q2 2024. __________________ 7 In Q1 2025, we reduced our retail high-speed Internet, retail IPTV and retail residential NAS lines subscriber bases by 80,666, 441, and 14,150 subscribers, respectively, as at March 31, 2025, as we stopped selling new plans for this service under the Distributel, Acanac, Oricom and B2B2C brands. Additionally, at the beginning of Q1 2025, we reduced our retail high-speed Internet subscriber base by 2,783 subscribers to adjust for prior year customer deactivations following a review of customer accounts. 8 In Q3 2024, we removed 77,971 Virgin Plus prepaid mobile phone subscribers from our prepaid mobile phone subscriber base as at September 30, 2024, as we stopped selling new plans for this service as of that date. Additionally, as a result of a recent CRTC decision on wholesale high-speed Internet access services, we are no longer able to resell cable Internet services to new customers in our wireline footprint as of September 12, 2024, and consequently we removed all of the existing 106,259 cable subscribers in our wireline footprint from our retail high-speed Internet subscriber base as of that date. 9 In Q4 2024, we removed 124,216 Bell prepaid mobile phone subscribers from our prepaid mobile phone subscriber base as at December 31, 2024, as we stopped selling new plans for this service as of that date. 10 ARPU is defined as Bell CTS wireless external services revenues, divided by the average mobile phone subscriber base for the specified period, expressed as a dollar unit per month. Refer to the Key Performance Indicators (KPIs) section in this news release for more information on blended ARPU. 11 Refer to the Key Performance Indicators (KPIs) section in this news release for more information on churn and subscriber (or customer) units. 12 In Q2 2024, we increased our retail IPTV subscriber base by 40,997 to align the deactivation policy for our Fibe TV streaming services to our traditional Fibe TV service. Bell Media Bell Media operating revenue increased 3.8% year-over-year to $843 million, driven by higher year-over-year subscriber revenue, partly offset by lower advertising revenue. Formula 1 Canadian Grand Prix growth and the acquisitions of Sphere Abacus and OUTEDGE Media Canada also contributed to higher total media revenue this quarter. Subscriber revenue increased 8.1% in Q2 2025 compared to Q2 2024, on continued Crave and sports direct-to-consumer streaming subscriber growth. Advertising revenue was down 3.1% in Q2 2025, compared to the same period last year, due to continued soft overall traditional broadcast TV advertiser demand for non-sports, as well as lower year-over-year audio advertising revenues attributable to the previously announced divestiture of 45 radio stations, of which the majority was completed within the quarter. These factors were partly offset by: higher digital video advertising revenue; the financial contribution from the acquisition of OUTEDGE Media Canada. Total digital revenues grew 9% in Q2 2025 compared to Q2 2024, driven by: continued Crave and sports direct-to-consumer streaming subscriber growth; higher digital video advertising revenue reflecting growth in Connected TV and ad-supported subscription tiers on Crave. Total Crave subscriptions increased 29% from last year to approximately 4.1 million, driven by a 72% increase in Crave direct-to-consumer streaming subscribers, while sports direct-to-consumer streaming subscribers increased 7%. Adjusted EBITDA in Q2 2025 was up 7.8% to $235 million, delivering a 1.1 percentage-point increase in margin to 27.9% compared to the same period last year. This was driven by the flow-through of higher operating revenue, despite a 2.4% increase in operating costs due to the acquisitions of Sphere Abacus and OUTEDGE Media Canada, and higher costs associated with revenue growth from the Formula 1 Canadian Grand Prix, which were partly offset by workforce reductions. COMMON SHARE DIVIDEND BCE's Board of Directors has declared a quarterly dividend of $0.4375 per common share, payable on October 15, 2025 to shareholders of record at the close of business on September 15, 2025. UPDATED OUTLOOK FOR 2025 BCE updated its financial guidance targets for 2025, as provided on February 6, 2025, and updated on May 8, 2025 with respect to the annualized common dividend per share, as per the table below, to reflect the acquisition of Ziply Fiber, which closed on August 1, 2025. The guidance ranges do not reflect the pending divestiture of Northwestel. For 2025, we expect: wireless and broadband competitive pricing flowthrough pressure from 2024, lower subscriber loadings, decreased wireless product sales and higher media content and programming costs to impact revenue and adjusted EBITDA; a slowdown of our fibre build in Canada and efficiencies from transformation initiatives to drive lower capital expenditures; increased interest expense, higher depreciation and amortization expense, and a higher number of common shares outstanding due to the implementation in January and April 2025 of a discounted treasury DRP to drive lower adjusted EPS. On May 7, 2025, BCE terminated the discounted treasury issuance feature under the DRP. Revised adjusted EPS guidance as of August 7 does not reflect any purchase price allocation (PPA) due to Ziply Fiber acquisition as valuation has not yet been completed; lower capital expenditures to drive higher free cash flow. Please see the section entitled "Caution Regarding Forward-Looking Statements" later in this news release for a description of the principal assumptions on which BCE's 2025 financial guidance targets are based, as well as the principal related risk factors. CALL WITH FINANCIAL ANALYSTS BCE will hold a conference call with the financial community to discuss Q2 2025 results on Thursday, August 7 at 8:00 am eastern. Media are welcome to participate on a listen-only basis. To participate, please dial toll-free 1-800-206-4400 or 289-514-5005. A replay will be available until midnight on September 7, 2025 by dialing 1-877-454-9859 or 647-483-1416 and entering passcode 5428649. A live audio webcast of the conference call will be available on BCE's website at BCE Q2-2025 conference call. NON-GAAP AND OTHER FINANCIAL MEASURES BCE uses various financial measures to assess its business performance. Certain of these measures are calculated in accordance with IFRS ® Accounting Standards or GAAP while certain other measures do not have a standardized meaning under GAAP. We believe that our GAAP financial measures, read together with adjusted non-GAAP and other financial measures, provide readers with a better understanding of how management assesses BCE's performance. National Instrument 52-112, Non-GAAP and Other Financial Measures Disclosure (NI 52-112), prescribes disclosure requirements that apply to the following specified financial measures: Non-GAAP financial measures Non-GAAP ratios Total of segments measures Capital management measures Supplementary financial measures This section provides a description and classification of the specified financial measures contemplated by NI 52-112 that we use in this news release to explain our financial results except that, for supplementary financial measures, an explanation of such measures is provided where they are first referred to in this news release if the supplementary financial measures' labelling is not sufficiently descriptive. Non-GAAP Financial Measures A non-GAAP financial measure is a financial measure used to depict our historical or expected future financial performance, financial position or cash flow and, with respect to its composition, either excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most directly comparable financial measure disclosed in BCE's consolidated primary financial statements. We believe that non-GAAP financial measures are reflective of our on-going operating results and provide readers with an understanding of management's perspective on and analysis of our performance. Below are descriptions of the non-GAAP financial measures that we use in this news release to explain our results as well as reconciliations to the most directly comparable financial measures under IFRS Accounting Standards. Adjusted net earnings – Adjusted net earnings is a non-GAAP financial measure and it does not have any standardized meaning under IFRS Accounting Standards. Therefore, it is unlikely to be comparable to similar measures presented by other issuers. We define adjusted net earnings as net earnings attributable to common shareholders before severance, acquisition and other costs, net mark-to-market losses (gains) on derivatives used to economically hedge equity settled share-based compensation plans, net equity losses (gains) on investments in associates and joint ventures, net losses (gains) on investments, early debt redemption costs (gains), impairment of assets and discontinued operations, net of tax and NCI. We use adjusted net earnings and we believe that certain investors and analysts use this measure, among other ones, to assess the performance of our businesses without the effects of severance, acquisition and other costs, net mark-to-market losses (gains) on derivatives used to economically hedge equity settled share-based compensation plans, net equity losses (gains) on investments in associates and joint ventures, net losses (gains) on investments, early debt redemption costs (gains), impairment of assets and discontinued operations, net of tax and NCI. We exclude these items because they affect the comparability of our financial results and could potentially distort the analysis of trends in business performance. Excluding these items does not imply they are non-recurring. The most directly comparable financial measure under IFRS Accounting Standards is net earnings attributable to common shareholders. The following table is a reconciliation of net earnings attributable to common shareholders to adjusted net earnings on a consolidated basis. ($ millions) Free cash flow and free cash flow after payment of lease liabilities – Free cash flow and free cash flow after payment of lease liabilities are non-GAAP financial measures and they do not have any standardized meaning under IFRS Accounting Standards. Therefore, they are unlikely to be comparable to similar measures presented by other issuers. We define free cash flow as cash flows from operating activities, excluding cash from discontinued operations, acquisition and other costs paid (which include significant litigation costs) and voluntary pension funding, less capital expenditures, preferred share dividends and dividends paid by subsidiaries to NCI. We exclude cash from discontinued operations, acquisition and other costs paid and voluntary pension funding because they affect the comparability of our financial results and could potentially distort the analysis of trends in business performance. Excluding these items does not imply they are non-recurring. We define free cash flow after payment of lease liabilities as cash flows from operating activities, excluding cash from discontinued operations, acquisition and other costs paid (which include significant litigation costs) and voluntary pension funding, less principal payment of lease liabilities, capital expenditures, preferred share dividends and dividends paid by subsidiaries to NCI. We exclude cash from discontinued operations, acquisition and other costs paid and voluntary pension funding because they affect the comparability of our financial results and could potentially distort the analysis of trends in business performance. Excluding these items does not imply they are non-recurring. We consider free cash flow and free cash flow after payment of lease liabilities to be important indicators of the financial strength and performance of our businesses. Free cash flow and free cash flow after payment of lease liabilities show how much cash is available to pay dividends on common shares, repay debt and reinvest in our company. We believe that certain investors and analysts use free cash flow and free cash flow after payment of lease liabilities to value a business and its underlying assets and to evaluate the financial strength and performance of our businesses. The most directly comparable financial measure under IFRS Accounting Standards is cash flows from operating activities. The following tables are reconciliations of cash flows from operating activities to free cash flow and free cash flow after payment of lease liabilities on a consolidated basis. ($ millions) ($ millions) Non-GAAP Ratios A non-GAAP ratio is a financial measure disclosed in the form of a ratio, fraction, percentage or similar representation and that has a non-GAAP financial measure as one or more of its components. Below is a description of the non-GAAP ratio that we use in this news release to explain our results. Adjusted EPS – Adjusted EPS is a non-GAAP ratio and it does not have any standardized meaning under IFRS Accounting Standards. Therefore, it is unlikely to be comparable to similar measures presented by other issuers. We define adjusted EPS as adjusted net earnings per BCE common share. Adjusted net earnings is a non-GAAP financial measure. For further details on adjusted net earnings, refer to Non-GAAP Financial Measures above. We use adjusted EPS, and we believe that certain investors and analysts use this measure, among other ones, to assess the performance of our businesses without the effects of severance, acquisition and other costs, net mark-to-market losses (gains) on derivatives used to economically hedge equity settled share-based compensation plans, net equity losses (gains) on investments in associates and joint ventures, net losses (gains) on investments, early debt redemption costs (gains), impairment of assets and discontinued operations, net of tax and NCI. We exclude these items because they affect the comparability of our financial results and could potentially distort the analysis of trends in business performance. Excluding these items does not imply they are non-recurring. Total of Segments Measures A total of segments measure is a financial measure that is a subtotal or total of 2 or more reportable segments and is disclosed within the Notes to BCE's consolidated primary financial statements. Below is a description of the total of segments measure that we use in this news release to explain our results as well as a reconciliation to the most directly comparable financial measure under IFRS Accounting Standards. Adjusted EBITDA – Adjusted EBITDA is a total of segments measure. We define adjusted EBITDA as operating revenues less operating costs as shown in BCE's consolidated income statements. The most directly comparable financial measure under IFRS Accounting Standards is net earnings. The following table is a reconciliation of net earnings to adjusted EBITDA on a consolidated basis. ($ millions) Capital Management Measures A capital management measure is a financial measure that is intended to enable a reader to evaluate our objectives, policies and processes for managing our capital and is disclosed within the Notes to BCE's consolidated financial statements. The financial reporting framework used to prepare the financial statements requires disclosure that helps readers assess the company's capital management objectives, policies, and processes, as set out in IFRS Accounting Standards in IAS 1 – Presentation of Financial Statements. BCE has its own methods for managing capital and liquidity, and IFRS Accounting Standards do not prescribe any particular calculation method. Supplementary Financial Measures A supplementary financial measure is a financial measure that is not reported in BCE's consolidated financial statements, and is, or is intended to be, reported periodically to represent historical or expected future financial performance, financial position, or cash flows. An explanation of such measures is provided where they are first referred to in this news release if the supplementary financial measures' labelling is not sufficiently descriptive. KEY PERFORMANCE INDICATORS (KPIs) We use adjusted EBITDA margin, blended ARPU, capital intensity, churn and subscriber (or customer or NAS) units to measure the success of our strategic imperatives. These key performance indicators are not accounting measures and may not be comparable to similar measures presented by other issuers. About BCE BCE is Canada's largest communications company 14, providing advanced Bell broadband Internet, wireless, TV, media and business communications services. To learn more, please visit or Through Bell for Better, we are investing to create a better today and a better tomorrow by supporting the social and economic prosperity of our communities. This includes the Bell Let's Talk initiative, which promotes Canadian mental health with national awareness and anti-stigma campaigns like Bell Let's Talk Day and significant Bell funding of community care and access, research and workplace initiatives throughout the country. To learn more, please visit Media inquiries Ellen Murphy [email protected] Investor inquiries Krishna Somers [email protected] CAUTION REGARDING FORWARD-LOOKING STATEMENTS Certain statements made in this news release are forward-looking statements. These statements include, without limitation, statements relating to: BCE's updated 2025 guidance (including revenue, adjusted EBITDA, capital intensity, adjusted EPS, free cash flow and annualized common dividend per share); BCE's objective to create long-term value for its shareholders; the acquisition of Northwest Fiber Holdco, LLC (doing business as Ziply Fiber (Ziply Fiber)); Bell Canada's launch of Bell AI Fabric intended to create Canada's largest AI compute capacity project, the benefits expected to result therefrom and the expected size of the investment intended to be made by Bell Canada in Bell AI Fabric; the proposed disposition of BCE's home security and monitored alarm assets to a.p.i. ALARM Inc. and the expected timing and completion thereof; and BCE's business outlook, objectives, plans and strategic priorities, and other statements that are not historical facts. Forward-looking statements are typically identified by the words assumption, goal, guidance, objective, outlook, project, strategy, target, commitment and other similar expressions or future or conditional verbs such as aim, anticipate, believe, could, expect, intend, may, plan, seek, should, strive and will. All such forward-looking statements are made pursuant to the 'safe harbour' provisions of applicable Canadian securities laws and of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements, by their very nature, are subject to inherent risks and uncertainties and are based on several assumptions, both general and specific, which give rise to the possibility that actual results or events could differ materially from our expectations expressed in or implied by such forward-looking statements and that our business outlook, objectives, plans and strategic priorities may not be achieved. These statements are not guarantees of future performance or events, and we caution you against relying on any of these forward-looking statements. The forward-looking statements contained in this news release describe our expectations as of August 7, 2025 and, accordingly, are subject to change after such date. Except as may be required by applicable securities laws, we do not undertake any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise. We regularly consider potential acquisitions, dispositions, mergers, business combinations, investments, monetizations, joint ventures and other transactions, some of which may be significant. Except as otherwise indicated by us, forward-looking statements do not reflect the potential impact of any such transactions or of special items that may be announced or that may occur after August 7, 2025. The financial impact of these transactions and special items can be complex and depends on the facts particular to each of them. We therefore cannot describe the expected impact in a meaningful way or in the same way we present known risks affecting our business. Forward-looking statements are presented in this news release for the purpose of assisting investors and others in understanding certain key elements of our expected financial results, as well as our objectives, strategic priorities and business outlook, and in obtaining a better understanding of our anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes. Material Assumptions A number of economic, market, operational and financial assumptions were made by BCE in preparing its forward-looking statements contained in this news release, including, but not limited to the following: Canadian Economic Assumptions Our forward-looking statements are based on certain assumptions concerning the Canadian economy. Given ongoing uncertainty around U.S. trade policy, the economic outlook remains clouded. While the risk of a severe and escalating global trade conflict has diminished and there is some clarity around what tariffs will look like, how U.S. trade policy will unfold remains highly uncertain. It is still too early to confidently project the effects of tariffs on economic growth and inflation. We have assumed current trade policies remain in place. In particular, we have assumed: Slowing economic growth, given the Bank of Canada's most recent estimated growth in Canadian gross domestic product of 1.3% in 2025 under the current tariff scenario, representing a decrease from the earlier estimate of 1.8% Slower population growth because of government policies designed to slow immigration Slowdown in consumer spending reflecting ongoing trade policy uncertainty Slowing business investment, particularly by businesses in sectors most reliant on U.S. markets Stable consumer price index (CPI) inflation Ongoing labour market softness Interest rates expected to remain at or near current levels Canadian dollar expected to remain near current levels. Further movements may be impacted by the degree of strength of the U.S. dollar, interest rates and changes in commodity prices U.S. Economic Assumptions Following our acquisition of Ziply Fiber, our forward-looking statements are now based on certain assumptions concerning the U.S. economy. In particular, we have assumed: Stable consumer spending, but emerging concerns about upward pricing pressure stemming from evolving trade policies Slowing business investment due to trade policy uncertainty Stable CPI inflation Slower population growth than recent historical trends Canadian Market Assumptions Our forward-looking statements also reflect various Canadian market assumptions. In particular, we have made the following assumptions: A higher level of wireline and wireless competition in consumer, business and wholesale markets Higher, but slowing, wireless industry penetration A shrinking data and voice connectivity market as business customers migrate to lower-priced telecommunications solutions or alternative over-the-top (OTT) competitors The Canadian traditional TV and radio advertising markets are expected to be impacted by audience declines as the advertising market growth continues to shift towards digital Declines in broadcasting distribution undertaking (BDU) subscribers driven by increasing competition from the continued rollout of subscription video on demand (SVOD) streaming services together with further scaling of OTT aggregators U.S. Market Assumptions Following our acquisition of Ziply Fiber, our forward-looking statements now reflect various U.S. market assumptions for our products and services. In particular, we have made the following assumptions: A higher level of wireline pricing competition in consumer, business and wholesale markets Increased demand for colocation and datacenter connectivity services A shrinking traditional voice services market as customers migrate to wireless or Voice over Internet Protocol (VoIP) offerings Assumptions Applicable to our Bell CTS Segment (Excluding Ziply Fiber) Our forward-looking statements are also based on the following internal operational assumptions with respect to our Bell CTS segment (excluding Ziply Fiber): Stable or slight decrease in our market share of national operators' wireless mobile phone net additions as we manage increased competitive intensity and promotional activity across all regions and market segments Ongoing expansion and deployment of Fifth Generation (5G) and 5G+ wireless networks, offering competitive coverage and quality Continued diversification of our distribution strategy with a focus on expanding direct-to-consumer (DTC) and online transactions Slightly declining mobile phone blended average revenue per user (ARPU) due to competitive pricing pressure Continuing business customer adoption of advanced 5G, 5G+ and Internet of Things (IoT) solutions Continued scaling of technology services from recent acquisitions made in the enterprise market through leveraging our sales channels with the acquired businesses' technical expertise Improving wireless handset device availability in addition to stable device pricing and margins Moderating deployment of direct fibre to incremental homes and businesses within our wireline footprint Continued growth in retail Internet subscribers Increasing wireless and Internet-based technological substitution Continued focus on the consumer household and bundled service offers for mobility, Internet and content services Continued large business customer migration to Internet protocol (IP)-based systems Ongoing competitive repricing pressures in our business and wholesale markets Traditional high-margin product categories challenged by large global cloud and OTT providers of business voice and data solutions expanding into Canada with on-demand services, which, in many cases, are also sold as a service by Bell Business Markets (BBM) to ensure continuity of customer relationships and adjacent revenue growth opportunities Increasing customer adoption of OTT services resulting in downsizing of television (TV) packages and fewer consumers purchasing BDU subscriptions services Realization of cost savings related to operating efficiencies enabled by our direct fibre footprint, changes in consumer behaviour and product innovation, digital and AI adoption, product and service enhancements, expanding self-serve capabilities, new call centre and digital investments, other improvements to the customer service experience, management workforce reductions including attrition and retirements, and lower contracted rates from our suppliers No adverse material financial, operational or competitive consequences of changes in or implementation of regulations affecting our communication and technology services business Assumptions Applicable to Ziply Fiber Following our acquisition of Ziply Fiber, our forward-looking statements are also based on the following internal operational assumptions with respect to Ziply Fiber: Continued growth in retail Internet customers with continued deployment of direct fibre to incremental homes and businesses within our footprint Increasing retail Internet ARPU through continued migration of customers to higher speed tiers and rate increases Ongoing competitive repricing pressures in our business and wholesale markets Realization of cost savings related to operational efficiencies enabled by our direct fibre footprint, digital and AI adoption, expanding self service capabilities, and other improvements to the customer service experience Assumptions Applicable to our Bell Media Segment Our forward-looking statements are also based on the following internal operational assumptions with respect to our Bell Media segment: Overall digital revenue expected to reflect scaling of Connected TV, DTC advertising and subscriber growth, as well as digital growth in our out-of-home (OOH) business contributing towards the advancement of our digital-first media strategy Leveraging of first-party data to improve targeting, advertisement delivery including personalized viewing experience and attribution Continued escalation of media content costs to secure quality content Continued scaling of Crave, TSN, TSN+ and RDS through expanded distribution, optimized content offering and user experience improvements Continued support in original French content with a focus on digital platforms such as Crave, and iHeartRadio Canada, to better serve our French-language customers through a personalized digital experience Ability to successfully acquire and produce highly-rated programming and differentiated content Building and maintaining strategic supply arrangements for content across all screens and platforms No adverse material financial, operational or competitive consequences of changes in or implementation of regulations affecting our media business Financial Assumptions Concerning BCE 15 Our forward-looking statements are also based on the following internal financial assumptions with respect to BCE for 2025: An estimated post-employment benefit plans service cost of approximately $205 million An estimated net return on post-employment benefit plans of approximately $100 million Depreciation and amortization expense of approximately $5,200 million to $5,250 million Interest expense of approximately $1,800 million to $1,850 million Interest paid of approximately $1,875 million to $1,925 million An average effective tax rate of approximately 17% Non-controlling interest of approximately $60 million Contributions to post-employment benefit plans of approximately $40 million Payments under other post-employment benefit plans of approximately $60 million Income taxes paid (net of refunds) of approximately $700 million to $800 million Weighted average number of BCE common shares outstanding of approximately 930 million An annualized common share dividend of $1.75 per share Assumptions underlying expected continuing contribution holiday in 2025 in the majority of our pension plans We have made the following principal assumptions underlying the expected continuing contribution holiday in 2025 in the majority of our pension plans: At the relevant time, our defined benefit (DB) pension plans will remain in funded positions with going concern surpluses and maintain solvency ratios that exceed the minimum legal requirements for a contribution holiday to be taken for applicable DB and defined contribution (DC) components No significant declines in our DB pension plans' financial position due to declines in investment returns or interest rates No material experience losses from other events such as through litigation or changes in laws, regulations or actuarial standards The foregoing assumptions, although considered reasonable by BCE on August 7, 2025, may prove to be inaccurate. Accordingly, our actual results could differ materially from our expectations as set forth in this news release. Material Risks Important risk factors that could cause our assumptions and estimates to be inaccurate and actual results or events to differ materially from those expressed in, or implied by, our forward-looking statements, including our 2025 guidance, are listed below. The realization of our forward-looking statements, including our ability to meet our 2025 guidance targets, essentially depends on our business performance, which, in turn, is subject to many risks. Accordingly, readers are cautioned that any of the following risks could have a material adverse effect on our forward-looking statements. These risks include, but are not limited to: the negative effect of adverse economic conditions, including from trade tariffs and other protective government measures, including the imposition of U.S. tariffs on imports from Canada and retaliatory tariffs by the Canadian government on goods coming from the U.S., recessions, inflation, reductions in immigration levels, high housing support costs relative to income, and financial and capital market volatility, and the resulting negative impact on customer spending and the demand for our products and services, higher costs and supply chain disruptions; the negative effect of adverse conditions associated with geopolitical events; the intensity of competitive activity and the failure to effectively respond to evolving competitive dynamics; the level of technological substitution and the presence of alternative service providers contributing to disruptions and disintermediation in each of our business segments; changing customer behaviour and the expansion of cloud-based, over-the-top (OTT) and other alternative solutions; advertising market pressures from economic conditions, fragmentation and non-traditional/global digital services; rising content costs and challenges in our ability to acquire or develop key content; high Canadian Internet and smartphone penetration; regulatory initiatives, proceedings and decisions, government consultations and government positions that negatively affect us and influence our business including, without limitation, concerning mandatory access to networks, spectrum auctions, the imposition of consumer-related codes of conduct, approval of acquisitions, broadcast and spectrum licensing, foreign ownership requirements, privacy and cybersecurity obligations and control of copyright piracy; the inability to implement enhanced compliance frameworks and to comply with legal and regulatory obligations; unfavourable resolution of legal proceedings; the failure to evolve and transform our networks, systems and operations using next-generation technologies while lowering our cost structure, including the failure to meet customer expectations of product and service experience; the inability to drive a positive customer experience; the inability to protect our physical and non-physical assets from events such as information security attacks, unauthorized access or entry, fire and natural disasters; the failure to implement an effective security and data governance framework; the risk that we may need to incur significant capital expenditures to provide additional capacity and reduce network congestion; service interruptions or outages due to network failures or slowdowns; events affecting the functionality of, and our ability to protect, test, maintain, replace and upgrade, our networks, information technology (IT) systems, equipment and other facilities; the failure by other telecommunications carriers on which we rely to provide services to complete planned and sufficient testing, maintenance, replacement or upgrade of their networks, equipment and other facilities, which could disrupt our operations including through network or other infrastructure failures; the complexity of our operations and IT systems and the failure to implement, maintain or manage highly effective processes and IT systems; in-orbit and other operational risks to which the satellites used to provide our satellite television (TV) services are subject; the failure to attract, develop and retain a talented team capable of furthering our strategic imperatives and operational transformation; the potential deterioration in employee morale and engagement resulting from staff reductions, cost reductions or reorganizations and the de-prioritization of transformation initiatives due to staff reductions, cost reductions or reorganizations; the failure to adequately manage health and safety concerns; labour disruptions and shortages; the inability to access adequate sources of capital and generate sufficient cash flows from operating activities to meet our cash requirements, fund capital expenditures and provide for planned growth; uncertainty as to whether our dividend payout policy will be maintained or achieved, or that the dividend on common shares will be maintained or dividends on any of BCE's outstanding shares will be declared by BCE's board of directors (the Board); the failure to reduce costs and adequately assess investment priorities, as well as unexpected increases in costs; the inability to manage various credit, liquidity and market risks; the failure to evolve practices to effectively monitor and control fraudulent activities; new or higher taxes due to new tax laws or changes thereto or in the interpretation thereof, and the inability to predict the outcome of government audits; the impact on our financial statements and estimates from a number of factors; pension obligation volatility and increased contributions to post-employment benefit plans; the expected timing and completion of the proposed disposition of Northwestel Inc. (Northwestel) are subject to closing conditions, termination rights and other risks and uncertainties, including, without limitation, the purchaser securing financing and the completion of confirmatory due diligence, which may affect its completion, terms or timing and, as such, there can be no assurance that the proposed disposition will occur, or that it will occur on the terms and conditions, or at the time, currently contemplated, or that the potential benefits expected to result from the proposed disposition will be realized; the expected timing and completion of the transaction relating to the formation of Network FiberCo, a long-term strategic partnership to accelerate the development of fibre infrastructure through Ziply Fiber in underserved markets in the U.S., are subject to customary closing conditions and other risks and uncertainties, which may affect its completion, terms or timing and, as such, there can be no assurance that the transaction relating to the formation of Network FiberCo will occur, or that it will occur on the terms and conditions, or at the time, currently contemplated, or that the potential benefits expected to result therefrom will be realized; reputational risks and the inability to meaningfully integrate environmental, social and governance (ESG) considerations into our business strategy, operations and governance; the adverse impact of various internal and external factors on our ability to achieve our ESG targets including, without limitation, those related to greenhouse gas (GHG) reduction and supplier engagement; the failure to take appropriate actions to adapt to current and emerging environmental impacts, including climate change; the failure to develop and implement sufficient corporate governance practices; the inability to adequately manage social issues; health risks, including pandemics, epidemics and other health concerns, such as radio frequency emissions from wireless communications devices and equipment; our dependence on third-party suppliers, outsourcers and consultants to provide an uninterrupted supply of the products and services we need; the failure of our vendor selection, governance and oversight processes, including our management of supplier risk in the areas of security, data governance and responsible procurement; the quality of our products and services and the extent to which they may be subject to defects or fail to comply with applicable government regulations and standards; the failure to successfully expand Ziply Fiber's fibre network and optimize its existing copper network; the inability of Ziply Fiber's current and future initiatives or programs to generate the level of returns, or to occur on the timeline, we anticipate; the intensity of competitive activity in Ziply Fiber's services market in the U.S., and the failure to effectively respond to fragmented and rapidly evolving competitive dynamics; the failure to successfully integrate Ziply Fiber as a subsidiary of BCE, and to generate the anticipated benefits from the acquisition of Ziply Fiber; the failure to accurately anticipate fluctuations in the exchange rate between the Canadian dollar and U.S. dollar and our inability to successfully implement currency hedging strategies; Ziply Fiber is subject to significant regulation in the U.S. which may reduce the amount of subsidies or revenues it receives, increase its compliance burdens or constrain its ability to compete; the failure to comply with the non-U.S. ownership rules and our regulatory obligations imposed by the Federal Communications Commission; changes to tax legislation in the U.S., Canada, or other relevant jurisdictions, or to its interpretation or enforcement, may affect Ziply Fiber's income tax position, as well as our effective tax rate and the after-tax returns we derive from Ziply Fiber's U.S. operations. We caution that the foregoing list of risk factors is not exhaustive and other factors could also adversely affect our results. We encourage investors to also read BCE's 2024 Annual MD&A dated March 6, 2025 and BCE's 2025 First and Second Quarter MD&As dated May 7, 2025 and August 6, 2025, respectively, for additional information with respect to certain of these and other assumptions and risks, filed by BCE with the Canadian provincial securities regulatory authorities (available at and with the U.S. Securities and Exchange Commission (available at These documents are also available at
