Supplemental Financial Information | Note 19. Supplemental Financial Information On May 22, 2015, 1011778 B.C Unlimited Liability Company (the “Parent Issuer”) and New Red Finance Inc. (the “Co-Issuer” and together with the Parent Issuer, the “Issuers”) entered into the 2015 Amended Credit Agreement. On May 22, 2015, the Issuers entered into an indenture (the “2015 Senior Notes Indenture”) with respect to the 2015 Senior Notes. On October 8, 2014, the Issuers entered into an indenture (the “2014 Senior Notes Indenture”) with respect to the 2014 Senior Notes. The 2015 Amended Credit Agreement, the 2015 Senior Notes Indenture and the 2014 Senior Notes Indenture allow the financial reporting obligation of the Parent Issuer to be satisfied through the reporting of Partnership’s consolidated financial information, provided that the consolidated financial information of the Parent Issuer and its restricted subsidiaries is presented on a standalone basis. The following represents the condensed consolidating financial information for the Parent Issuer and its restricted subsidiaries (“Consolidated Borrowers”) on a consolidated basis, together with eliminations, as of and for the periods indicated. The condensed consolidating financial information of Partnership is combined with the financial information of its wholly-owned subsidiaries that are also parent entities of the Parent Issuer and presented in a single column under the heading “RBILP”. The consolidating financial information may not necessarily be indicative of the financial position, results of operations or cash flows had the Issuers and Partnership operated as independent entities. RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Balance Sheets (In millions) As of June 30, 2016 Consolidated RBILP Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 957.5 $ — $ — $ 957.5 Trade and notes receivable, net 379.9 — — 379.9 Inventories and other current assets, net 217.2 — — 217.2 Advertising fund restricted assets 44.7 — — 44.7 Total current assets 1,599.3 — — 1,599.3 Property and equipment, net 2,140.5 — — 2,140.5 Intangible assets, net 9,541.2 — — 9,541.2 Goodwill 4,815.7 — — 4,815.7 Net investment in property leased to franchisees 106.5 — — 106.5 Intercompany receivable — 136.6 (136.6 ) — Investment in subsidiaries — 6,792.6 (6,792.6 ) — Other assets, net 893.8 — — 893.8 Total assets $ 19,097.0 $ 6,929.2 $ (6,929.2 ) $ 19,097.0 LIABILITIES, REDEEMABLE PREFERRED UNITS AND EQUITY Current liabilities: Accounts and drafts payable $ 359.7 $ — $ — $ 359.7 Other accrued liabilities 334.8 136.6 — 471.4 Gift card liability 131.4 — — 131.4 Advertising fund liabilities 87.3 — — 87.3 Current portion of long term debt and capital leases 94.9 — — 94.9 Total current liabilities 1,008.1 136.6 — 1,144.7 Term debt, net of current portion 8,425.2 — — 8,425.2 Capital leases, net of current portion 211.6 — — 211.6 Other liabilities, net 891.7 — — 891.7 Payables to affiliates 136.6 — (136.6 ) — Deferred income taxes, net 1,631.2 — — 1,631.2 Total liabilities 12,304.4 136.6 (136.6 ) 12,304.4 Partnership preferred units — 3,297.0 — 3,297.0 Partners’ capital: Class A common units — 3,176.0 — 3,176.0 Partnerhsip exchangeable units — 1,360.3 — 1,360.3 Common shares 7,083.3 — (7,083.3 ) — Retained earnings 750.0 — (750.0 ) — Accumulated other comprehensive income (loss) (1,045.1 ) (1,045.1 ) 1,045.1 (1,045.1 ) Total Partners’ capital/shareholders’ equity 6,788.2 3,491.2 (6,788.2 ) 3,491.2 Noncontrolling interests 4.4 4.4 (4.4 ) 4.4 Total equity 6,792.6 3,495.6 (6,792.6 ) 3,495.6 Total liabilities, Partnership preferred units and equity $ 19,097.0 $ 6,929.2 $ (6,929.2 ) $ 19,097.0 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Balance Sheets (In millions) As of December 31, 2015 Consolidated RBILP Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 753.7 $ — $ — $ 753.7 Trade and notes receivable, net 421.7 — — 421.7 Inventories and other current assets, net 132.2 — — 132.2 Advertising fund restricted assets 57.5 — — 57.5 Total current assets 1,365.1 — — 1,365.1 Property and equipment, net 2,150.6 — — 2,150.6 Intangible assets, net 9,147.8 — — 9,147.8 Goodwill 4,574.4 — — 4,574.4 Net investment in property leased to franchisees 117.2 — — 117.2 Intercompany receivable — 128.3 (128.3 ) — Investment in subsidiaries — 6,210.1 (6,210.1 ) — Other assets, net 1,053.4 — — 1,053.4 Total assets $ 18,408.5 $ 6,338.4 $ (6,338.4 ) $ 18,408.5 LIABILITIES, REDEEMABLE PREFERRED UNITS AND EQUITY Current liabilities: Accounts and drafts payable $ 361.5 $ — $ — $ 361.5 Other accrued liabilities 310.0 128.3 — 438.3 Gift card liability 168.5 — — 168.5 Advertising fund liabilities 93.6 — — 93.6 Current portion of long term debt and capital leases 56.1 — — 56.1 Total current liabilities 989.7 128.3 — 1,118.0 Term debt, net of current portion 8,462.3 — — 8,462.3 Capital leases, net of current portion 203.4 — — 203.4 Other liabilities, net 795.9 — — 795.9 Payables to affiliates 128.3 — (128.3 ) — Deferred income taxes, net 1,618.8 — — 1,618.8 Total liabilities 12,198.4 128.3 (128.3 ) 12,198.4 Partnership preferred units — 3,297.0 — 3,297.0 Partners’ capital: Class A common units — 2,876.7 — 2,876.7 Partnerhsip exchangeable units — 1,503.5 — 1,503.5 Common shares 7,318.1 — (7,318.1 ) — Retained earnings 359.1 — (359.1 ) — Accumulated other comprehensive income (loss) (1,467.8 ) (1,467.8 ) 1,467.8 (1,467.8 ) Total Partners’ capital/shareholders’ equity 6,209.4 2,912.4 (6,209.4 ) 2,912.4 Noncontrolling interests 0.7 0.7 (0.7 ) 0.7 Total equity 6,210.1 2,913.1 (6,210.1 ) 2,913.1 Total liabilities, Partnership preferred units and equity $ 18,408.5 $ 6,338.4 $ (6,338.4 ) $ 18,408.5 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions) Three Months Ended June 30, 2016 Consolidated RBILP Eliminations Consolidated Revenues: Sales $ 558.6 $ — $ — $ 558.6 Franchise and property revenues 481.6 — — 481.6 Total revenues 1,040.2 — — 1,040.2 Cost of sales 435.8 — — 435.8 Franchise and property expenses 114.1 — — 114.1 Selling, general and administrative expenses 73.1 — — 73.1 (Income) loss from equity method investments 4.5 — — 4.5 Other operating expenses (income), net (11.3 ) — — (11.3 ) Total operating costs and expenses 616.2 — — 616.2 Income from operations 424.0 — — 424.0 Interest expense, net 117.2 — — 117.2 Income before income taxes 306.8 — — 306.8 Income tax expense 59.2 — — 59.2 Net income 247.6 — — 247.6 Equity in earnings of consolidated subsidiaries — 247.6 (247.6 ) — Net income 247.6 247.6 (247.6 ) 247.6 Net income attributable to noncontrolling interests 0.9 0.9 (0.9 ) 0.9 Partnership preferred unit distributions — 67.5 — 67.5 Net income (loss) attributable to common unitholders / shareholders $ 246.7 $ 179.2 $ (246.7 ) $ 179.2 Total comprehensive income (loss) $ 304.3 $ 304.3 $ (304.3 ) $ 304.3 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions) Six Months Ended June 30, 2016 Consolidated RBILP Eliminations Consolidated Revenues: Sales $ 1,049.1 $ — $ — $ 1,049.1 Franchise and property revenues 909.6 — — 909.6 Total revenues 1,958.7 — — 1,958.7 Cost of sales 824.0 — — 824.0 Franchise and property expenses 218.3 — — 218.3 Selling, general and administrative expenses 146.3 — — 146.3 (Income) loss from equity method investments (14.0 ) — — (14.0 ) Other operating expenses (income), net 29.5 — — 29.5 Total operating costs and expenses 1,204.1 — — 1,204.1 Income from operations 754.6 — — 754.6 Interest expense, net 232.3 — — 232.3 Income before income taxes 522.3 — — 522.3 Income tax expense 106.4 — — 106.4 Net income 415.9 — — 415.9 Equity in earnings of consolidated subsidiaries — 415.9 (415.9 ) — Net income 415.9 415.9 (415.9 ) 415.9 Net income attributable to noncontrolling interests 1.8 1.8 (1.8 ) 1.8 Partnership preferred unit distributions — 135.0 — 135.0 Net income (loss) attributable to common unitholders / shareholders $ 414.1 $ 279.1 $ (414.1 ) $ 279.1 Total comprehensive income (loss) $ 838.6 $ 838.6 $ (838.6 ) $ 838.6 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions) Three Months Ended June 30, 2015 Consolidated RBILP Eliminations Consolidated Revenues: Sales $ 567.8 $ — $ — $ 567.8 Franchise and property revenues 474.4 — — 474.4 Total revenues 1,042.2 — — 1,042.2 Cost of sales 474.8 — — 474.8 Franchise and property expenses 121.7 — — 121.7 Selling, general and administrative expenses 102.0 — — 102.0 (Income) loss from equity method investments 6.4 — — 6.4 Other operating expenses (income), net 35.2 — — 35.2 Total operating costs and expenses 740.1 — — 740.1 Income from operations 302.1 — — 302.1 Interest expense, net 123.2 — — 123.2 (Gain) loss on early extinguishment of debt 39.9 — — 39.9 Income before income taxes 139.0 — — 139.0 Income tax expense 45.2 — — 45.2 Net income 93.8 — — 93.8 Equity in earnings of consolidated subsidiaries — 93.8 (93.8 ) — Net income 93.8 93.8 (93.8 ) 93.8 Net income attributable to noncontrolling interests 1.0 1.0 (1.0 ) 1.0 Partnership preferred unit distributions — 67.5 — 67.5 Net income (loss) attributable to common unitholders / shareholders $ 92.8 $ 25.3 $ (92.8 ) $ 25.3 Total comprehensive income (loss) $ 139.2 $ 139.2 $ (139.2 ) $ 139.2 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions) Six Months Ended June 30, 2015 Consolidated RBILP Eliminations Consolidated Revenues: Sales $ 1,067.3 $ — $ — $ 1,067.3 Franchise and property revenues 908.2 — — 908.2 Total revenues 1,975.5 — — 1,975.5 Cost of sales 908.0 — — 908.0 Franchise and property expenses 250.8 — — 250.8 Selling, general and administrative expenses 213.0 — — 213.0 (Income) loss from equity method investments 4.7 — — 4.7 Other operating expenses (income), net 72.8 — — 72.8 Total operating costs and expenses 1,449.3 — — 1,449.3 Income from operations 526.2 — — 526.2 Interest expense, net 246.3 — — 246.3 (Gain) loss on early extinguishment of debt 39.6 — — 39.6 Income before income taxes 240.3 — — 240.3 Income tax expense 95.9 — — 95.9 Net income 144.4 — — 144.4 Equity in earnings of consolidated subsidiaries — 144.4 (144.4 ) — Net income 144.4 144.4 (144.4 ) 144.4 Net income attributable to noncontrolling interests 2.0 2.0 (2.0 ) 2.0 Partnership preferred unit distributions — 136.2 — 136.2 Net income (loss) attributable to common unitholders / shareholders $ 142.4 $ 6.2 $ (142.4 ) $ 6.2 Total comprehensive income (loss) $ (568.3 ) $ (568.3 ) $ 568.3 $ (568.3 ) RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In millions) Six Months Ended June 30, 2016 Consolidated RBILP Eliminations Consolidated Cash flows from operating activities: Net income $ 415.9 $ 415.9 $ (415.9 ) $ 415.9 Adjustments to reconcile net income to net cash provided by operating activities: Equity in loss (earnings) of consolidated subsidiaries — (415.9 ) 415.9 — Depreciation and amortization 85.7 — — 85.7 Amortization of deferred financing costs and debt issuance discount 19.3 — — 19.3 (Income) loss from equity method investments (14.0 ) — — (14.0 ) Loss (gain) on remeasurement of foreign denominated transactions 19.0 — — 19.0 Amortization of defined pension and postretirement benefits (1.2 ) — — (1.2 ) Net losses (gains) on derivatives 9.4 — — 9.4 Net losses (gains) on refranchisings and dispositions of assets 9.0 — — 9.0 Bad debt expense (recoveries), net (0.7 ) — — (0.7 ) Share-based compensation expense 16.1 — — 16.1 Deferred income taxes 10.5 — — 10.5 Changes in current assets and liabilities, excluding acquisitions and dispositions: Trade and notes receivable 21.7 — — 21.7 Inventories and other current assets (69.1 ) — — (69.1 ) Accounts and drafts payable 7.2 — — 7.2 Accrued advertising (15.8 ) — — (15.8 ) Other accrued liabilities (19.3 ) — — (19.3 ) Other long-term assets and liabilities (1.7 ) — — (1.7 ) Net cash provided by operating activities 492.0 — — 492.0 Cash flows from investing activities: Payments for property and equipment (12.8 ) — — (12.8 ) Proceeds from refranchisings, disposition of assets and restaurant closures 13.2 — — 13.2 Return of investment on direct financing leases 8.1 — — 8.1 Settlement of derivatives, net 1.5 — — 1.5 Other investing activities, net 1.8 — — 1.8 Net cash provided by (used for) investing activities 11.8 — — 11.8 Cash flows from financing activities: Repayments of term debt and capital leases (34.6 ) — (34.6 ) Distributions on partnership units — (260.2 ) — (260.2 ) Capital contribution from RBI Inc. — 10.7 — 10.7 Distribtuions to RBI Inc. — (23.2 ) — (23.2 ) Other financing activities, net 1.1 — — 1.1 Intercompany financing (272.7 ) 272.7 — — Net cash provided by (used for) financing activities (306.2 ) — — (306.2 ) Effect of exchange rates on cash and cash equivalents 6.2 — — 6.2 Increase (decrease) in cash and cash equivalents 203.8 — — 203.8 Cash and cash equivalents at beginning of period 753.7 — — 753.7 Cash and cash equivalents at end of period $ 957.5 $ — $ — $ 957.5 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In millions) Six Months Ended June 30, 2015 Consolidated RBILP Eliminations Consolidated Cash flows from operating activities: Net income $ 144.4 $ 144.4 $ (144.4 ) $ 144.4 Adjustments to reconcile net income to net cash provided by operating activities: Equity in loss (earnings) of consolidated subsidiaries — (144.4 ) 144.4 — Depreciation and amortization 94.7 — — 94.7 Loss on early extinguishment of debt 39.6 — — 39.6 Amortization of deferred financing costs and debt issuance discount 15.3 — — 15.3 (Income) loss from equity method investments 4.7 — — 4.7 Loss (gain) on remeasurement of foreign denominated transactions 27.5 — — 27.5 Amortization of defined benefit pension and postretirement benefits (0.1 ) — — (0.1 ) Net losses (gains) on derivatives 46.6 — — 46.6 Net losses (gains) on refranchisings and dispositions of assets (0.6 ) — — (0.6 ) Bad debt expense (recoveries), net 0.7 — — 0.7 Share-based compensation expense 22.5 — — 22.5 Acquisition accounting impact on cost of sales 0.8 0.8 Deferred income taxes (83.3 ) — — (83.3 ) Changes in current assets and liabilities, excluding acquisitions and dispositions: Reclassification of restricted cash to cash and cash equivalents 79.2 — — 79.2 Trade and notes receivable 59.9 — — 59.9 Inventories and other current assets 5.0 — — 5.0 Accounts and drafts payable 39.3 — — 39.3 Accrued advertising 6.2 — — 6.2 Other accrued liabilities 36.9 — — 36.9 Other long-term assets and liabilities (31.1 ) — (31.1 ) Net cash provided by operating activities 508.2 — — 508.2 Cash flows from investing activities: Payments for property and equipment (57.0 ) — — (57.0 ) Proceeds from refranchisings, disposition of assets and restaurant closures 10.7 — — 10.7 Return of investment on direct financing leases 8.0 — — 8.0 Settlement of derivatives, net 11.5 — — 11.5 Other investing activities 2.3 — — 2.3 Net cash provided by (used for) investing activities (24.5 ) — — (24.5 ) Cash flows from financing activities: Proceeds from Senior Notes 1,250.0 — — 1,250.0 Repayments of term debt, Tim Hortons Notes and capital leases (2,592.4 ) — — (2,592.4 ) Payment of financing costs (81.3 ) — — (81.3 ) Distributions on partnership units — (124.5 ) — (124.5 ) Capital contribution from RBI Inc. — 0.5 — 0.5 Other financing activities (0.7 ) — — (0.7 ) Intercompany financing (124.0 ) 124.0 — — Net cash provided by (used for) financing activities (1,548.4 ) — — (1,548.4 ) Effect of exchange rates on cash and cash equivalents (52.8 ) — — (52.8 ) Increase (decrease) in cash and cash equivalents (1,117.5 ) — — (1,117.5 ) Cash and cash equivalents at beginning of period 1,803.2 — — 1,803.2 Cash and cash equivalents at end of period $ 685.7 $ — $ — $ 685.7 |