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 September 30, 2016 Consolidated RBILP Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,228.6 $ — $ — $ 1,228.6 Trade and notes receivable, net 374.3 — — 374.3 Inventories and other current assets, net 170.8 — — 170.8 Advertising fund restricted assets 57.7 — — 57.7 Total current assets 1,831.4 — — 1,831.4 Property and equipment, net 2,095.8 — — 2,095.8 Intangible assets, net 9,434.0 — — 9,434.0 Goodwill 4,762.0 — — 4,762.0 Net investment in property leased to franchisees 100.1 — — 100.1 Intercompany receivable — 141.3 (141.3 ) — Investment in subsidiaries — 6,788.0 (6,788.0 ) — Other assets, net 942.0 — — 942.0 Total assets $ 19,165.3 $ 6,929.3 $ (6,929.3 ) $ 19,165.3 LIABILITIES, PARTNERSHIP PREFERRED UNITS AND EQUITY Current liabilities: Accounts and drafts payable $ 352.1 $ — $ — $ 352.1 Other accrued liabilities 365.5 141.3 — 506.8 Gift card liability 124.2 — — 124.2 Advertising fund liabilities 112.7 — — 112.7 Current portion of long term debt and capital leases 94.1 — — 94.1 Total current liabilities 1,048.6 141.3 — 1,189.9 Term debt, net of current portion 8,421.3 — — 8,421.3 Capital leases, net of current portion 213.9 — — 213.9 Other liabilities, net 903.5 — — 903.5 Payables to affiliates 141.3 — (141.3 ) — Deferred income taxes, net 1,648.7 — — 1,648.7 Total liabilities 12,377.3 141.3 (141.3 ) 12,377.3 Partnership preferred units — 3,297.0 — 3,297.0 Partners’ capital: Class A common units — 3,235.9 — 3,235.9 Partnership exchangeable units — 1,402.6 — 1,402.6 Common shares 6,953.2 — (6,953.2 ) — Retained earnings 982.3 — (982.3 ) — Accumulated other comprehensive income (loss) (1,151.9 ) (1,151.9 ) 1,151.9 (1,151.9 ) Total Partners’ capital/shareholders’ equity 6,783.6 3,486.6 (6,783.6 ) 3,486.6 Noncontrolling interests 4.4 4.4 (4.4 ) 4.4 Total equity 6,788.0 3,491.0 (6,788.0 ) 3,491.0 Total liabilities, Partnership preferred units and equity $ 19,165.3 $ 6,929.3 $ (6,929.3 ) $ 19,165.3 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, PARTNERSHIP 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 Partnership 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 September 30, 2016 Consolidated RBILP Eliminations Consolidated Revenues: Sales $ 586.4 $ — $ — $ 586.4 Franchise and property revenues 489.3 — — 489.3 Total revenues 1,075.7 — — 1,075.7 Cost of sales 455.0 — — 455.0 Franchise and property expenses 111.9 — — 111.9 Selling, general and administrative expenses 82.2 — — 82.2 (Income) loss from equity method investments (2.6 ) — — (2.6 ) Other operating expenses (income), net 8.7 — — 8.7 Total operating costs and expenses 655.2 — — 655.2 Income from operations 420.5 — — 420.5 Interest expense, net 117.3 — — 117.3 Income before income taxes 303.2 — — 303.2 Income tax expense 64.6 — — 64.6 Net income 238.6 — — 238.6 Equity in earnings of consolidated subsidiaries — 238.6 (238.6 ) — Net income 238.6 238.6 (238.6 ) 238.6 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 $ 237.6 $ 170.1 $ (237.6 ) $ 170.1 Total comprehensive income (loss) $ 131.8 $ 131.8 $ (131.8 ) $ 131.8 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions) Nine Months Ended September 30, 2016 Consolidated RBILP Eliminations Consolidated Revenues: Sales $ 1,635.5 $ — $ — $ 1,635.5 Franchise and property revenues 1,398.9 — — 1,398.9 Total revenues 3,034.4 — — 3,034.4 Cost of sales 1,279.0 — — 1,279.0 Franchise and property expenses 330.2 — — 330.2 Selling, general and administrative expenses 228.5 — — 228.5 (Income) loss from equity method investments (16.6 ) — — (16.6 ) Other operating expenses (income), net 38.2 — — 38.2 Total operating costs and expenses 1,859.3 — — 1,859.3 Income from operations 1,175.1 — — 1,175.1 Interest expense, net 349.6 — — 349.6 Income before income taxes 825.5 — — 825.5 Income tax expense 171.0 — — 171.0 Net income 654.5 — — 654.5 Equity in earnings of consolidated subsidiaries — 654.5 (654.5 ) — Net income 654.5 654.5 (654.5 ) 654.5 Net income attributable to noncontrolling interests 2.8 2.8 (2.8 ) 2.8 Partnership preferred unit distributions — 202.5 — 202.5 Net income (loss) attributable to common unitholders / shareholders $ 651.7 $ 449.2 $ (651.7 ) $ 449.2 Total comprehensive income (loss) $ 970.4 $ 970.4 $ (970.4 ) $ 970.4 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions) Three Months Ended September 30, 2015 Consolidated RBILP Eliminations Consolidated Revenues: Sales $ 545.9 $ — $ — $ 545.9 Franchise and property revenues 473.8 — — 473.8 Total revenues 1,019.7 — — 1,019.7 Cost of sales 446.6 — — 446.6 Franchise and property expenses 114.4 — — 114.4 Selling, general and administrative expenses 104.3 — — 104.3 (Income) loss from equity method investments 1.0 — — 1.0 Other operating expenses (income), net 9.4 — — 9.4 Total operating costs and expenses 675.7 — — 675.7 Income from operations 344.0 — — 344.0 Interest expense, net 116.0 — — 116.0 (Gain) loss on early extinguishment of debt 0.4 — — 0.4 Income before income taxes 227.6 — — 227.6 Income tax expense 44.7 — — 44.7 Net income 182.9 — — 182.9 Equity in earnings of consolidated subsidiaries — 182.9 (182.9 ) — Net income 182.9 182.9 (182.9 ) 182.9 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 $ 182.0 $ 114.5 $ (182.0 ) $ 114.5 Total comprehensive income (loss) $ (149.4 ) $ (149.4 ) $ 149.4 $ (149.4 ) RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions) Nine Months Ended September 30, 2015 Consolidated RBILP Eliminations Consolidated Revenues: Sales $ 1,613.2 $ — $ — $ 1,613.2 Franchise and property revenues 1,382.0 — — 1,382.0 Total revenues 2,995.2 — — 2,995.2 Cost of sales 1,354.6 — — 1,354.6 Franchise and property expenses 365.2 — — 365.2 Selling, general and administrative expenses 317.3 — — 317.3 (Income) loss from equity method investments 5.7 — — 5.7 Other operating expenses (income), net 82.2 — — 82.2 Total operating costs and expenses 2,125.0 — — 2,125.0 Income from operations 870.2 — — 870.2 Interest expense, net 362.3 — — 362.3 (Gain) loss on early extinguishment of debt 40.0 — — 40.0 Income before income taxes 467.9 — — 467.9 Income tax expense 140.7 — — 140.7 Net income 327.2 — — 327.2 Equity in earnings of consolidated subsidiaries — 327.2 (327.2 ) — Net income 327.2 327.2 (327.2 ) 327.2 Net income attributable to noncontrolling interests 2.9 2.9 (2.9 ) 2.9 Partnership preferred unit distributions — 203.7 — 203.7 Net income (loss) attributable to common unitholders / shareholders $ 324.3 $ 120.6 $ (324.3 ) $ 120.6 Total comprehensive income (loss) $ (717.8 ) $ (717.8 ) $ 717.8 $ (717.8 ) RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In millions) Nine Months Ended September 30, 2016 Consolidated RBILP Eliminations Consolidated Cash flows from operating activities: Net income $ 654.5 $ 654.5 $ (654.5 ) $ 654.5 Adjustments to reconcile net income to net cash provided by operating activities: Equity in loss (earnings) of consolidated subsidiaries — (654.5 ) 654.5 — Depreciation and amortization 129.0 — — 129.0 Amortization of deferred financing costs and debt issuance discount 29.1 — — 29.1 (Income) loss from equity method investments (16.6 ) — — (16.6 ) Loss (gain) on remeasurement of foreign denominated transactions 16.1 — — 16.1 Amortization of defined pension and postretirement benefits (1.9 ) — — (1.9 ) Net losses (gains) on derivatives 15.3 — — 15.3 Net losses (gains) on refranchisings and dispositions of assets 10.0 — — 10.0 Bad debt expense (recoveries), net (0.1 ) — — (0.1 ) Share-based compensation expense 25.9 — — 25.9 Deferred income taxes 34.6 — — 34.6 Changes in current assets and liabilities, excluding acquisitions and dispositions: Trade and notes receivable 20.0 — — 20.0 Inventories and other current assets (3.0 ) — — (3.0 ) Accounts and drafts payable 11.8 — — 11.8 Accrued advertising 4.0 — — 4.0 Other accrued liabilities (23.8 ) — — (23.8 ) Other long-term assets and liabilities 0.9 — — 0.9 Net cash provided by operating activities 905.8 — — 905.8 Cash flows from investing activities: Payments for property and equipment (18.2 ) — — (18.2 ) Proceeds from refranchisings, disposition of assets and restaurant closures 18.1 — — 18.1 Return of investment on direct financing leases 12.5 — — 12.5 Settlement of derivatives, net 4.9 — — 4.9 Other investing activities, net 2.0 — — 2.0 Net cash provided by (used for) investing activities 19.3 — — 19.3 Cash flows from financing activities: Repayments of term debt and capital leases (52.7 ) — (52.7 ) Distributions on partnership units — (396.9 ) — (396.9 ) Capital contribution from RBI Inc. — 12.5 — 12.5 Distributions to RBI Inc. — (28.5 ) — (28.5 ) Other financing activities, net 0.8 — — 0.8 Intercompany financing (412.9 ) 412.9 — — Net cash provided by (used for) financing activities (464.8 ) — — (464.8 ) Effect of exchange rates on cash and cash equivalents 14.6 — — 14.6 Increase (decrease) in cash and cash equivalents 474.9 — — 474.9 Cash and cash equivalents at beginning of period 753.7 — — 753.7 Cash and cash equivalents at end of period $ 1,228.6 $ — $ — $ 1,228.6 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In millions) Nine Months Ended September 30, 2015 Consolidated RBILP Eliminations Consolidated Cash flows from operating activities: Net income $ 327.2 $ 327.2 $ (327.2 ) $ 327.2 Adjustments to reconcile net income to net cash provided by operating activities: Equity in loss (earnings) of consolidated subsidiaries — (327.2 ) 327.2 — Depreciation and amortization 137.8 — — 137.8 Loss on early extinguishment of debt 40.0 — — 40.0 Amortization of deferred financing costs and debt issuance discount 25.0 — — 25.0 (Income) loss from equity method investments 5.7 — — 5.7 Loss (gain) on remeasurement of foreign denominated transactions 31.1 — — 31.1 Net losses (gains) on derivatives 50.1 — — 50.1 Net losses (gains) on refranchisings and dispositions of assets (5.8 ) — — (5.8 ) Bad debt expense (recoveries), net 0.9 — — 0.9 Share-based compensation expense 36.9 — — 36.9 Acquisition accounting impact on cost of sales 0.5 0.5 Deferred income taxes (114.8 ) — — (114.8 ) 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 35.4 — — 35.4 Inventories and other current assets (5.1 ) — — (5.1 ) Accounts and drafts payable 138.8 — — 138.8 Accrued advertising 29.8 — — 29.8 Other accrued liabilities 172.2 — — 172.2 Other long-term assets and liabilities (34.5 ) — (34.5 ) Net cash provided by operating activities 950.4 — — 950.4 Cash flows from investing activities: Payments for property and equipment (82.9 ) — — (82.9 ) Proceeds from refranchisings, disposition of assets and restaurant closures 16.9 — — 16.9 Return of investment on direct financing leases 12.1 — — 12.1 Settlement of derivatives, net 11.8 — — 11.8 Other investing activities, net 2.1 — — 2.1 Net cash provided by (used for) investing activities (40.0 ) — — (40.0 ) 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 (2,610.6 ) — — (2,610.6 ) Payment of financing costs (81.3 ) — — (81.3 ) Distributions on partnership units — (238.8 ) — (238.8 ) Distributions to RBI Inc. — (0.1 ) — (0.1 ) Other financing activities, net (3.9 ) — — (3.9 ) Intercompany financing (238.9 ) 238.9 — — Net cash provided by (used for) financing activities (1,684.7 ) — — (1,684.7 ) Effect of exchange rates on cash and cash equivalents (57.2 ) — — (57.2 ) Increase (decrease) in cash and cash equivalents (831.5 ) — — (831.5 ) Cash and cash equivalents at beginning of period 1,803.2 — — 1,803.2 Cash and cash equivalents at end of period $ 971.7 $ — $ — $ 971.7 |