Supplemental Financial Information | Note 16. Supplemental Financial Information On May 22, 2015, 1011778 B.C. Unlimited Liability Company (the “Parent Issuer”) and New Red Finance Inc. (the “Co-Issuer” The agreement governing our Credit Facilities, 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 of U.S. dollars) As of March 31, 2017 Consolidated RBILP Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 909.3 $ — $ — $ 909.3 Accounts and notes receivable, net 362.0 — — 362.0 Inventories, net 83.3 — — 83.3 Advertising fund restricted assets 85.7 — — 85.7 Prepaids and other current assets 122.2 — — 122.2 Total current assets 1,562.5 — — 1,562.5 Property and equipment, net 2,140.4 — — 2,140.4 Intangible assets, net 10,293.5 — — 10,293.5 Goodwill 5,787.3 — — 5,787.3 Net investment in property leased to franchisees 85.3 — — 85.3 Derivative assets 659.8 — — 659.8 Intercompany receivable — 150.6 (150.6 ) — Investment in subsidiaries — 6,894.7 (6,894.7 ) — Other assets, net 294.0 — — 294.0 Total assets $ 20,822.8 $ 7,045.3 $ (7,045.3 ) $ 20,822.8 LIABILITIES, PARTNERSHIP PREFERRED UNITS AND EQUITY Current liabilities: Accounts and drafts payable $ 391.4 $ — $ — $ 391.4 Other accrued liabilities 345.8 150.6 — 496.4 Gift card liability 139.1 — — 139.1 Advertising fund liabilities 137.9 — — 137.9 Current portion of long term debt and capital leases 110.1 — — 110.1 Total current liabilities 1,124.3 150.6 — 1,274.9 Term debt, net of current portion 9,531.5 — — 9,531.5 Capital leases, net of current portion 226.5 — — 226.5 Other liabilities, net 806.0 — — 806.0 Payables to affiliates 150.6 — (150.6 ) — Deferred income taxes, net 2,089.2 — — 2,089.2 Total liabilities 13,928.1 150.6 (150.6 ) 13,928.1 Partnership preferred units — 3,297.0 — 3,297.0 Partners’ capital: Class A common units — 3,408.8 — 3,408.8 Partnership exchangeable units — 1,477.4 — 1,477.4 Common shares 6,705.5 — (6,705.5 ) — Retained earnings 1,477.7 — (1,477.7 ) — Accumulated other comprehensive income (loss) (1,292.3 ) (1,292.3 ) 1,292.3 (1,292.3 ) Total Partners’ capital/shareholders’ equity 6,890.9 3,593.9 (6,890.9 ) 3,593.9 Noncontrolling interests 3.8 3.8 (3.8 ) 3.8 Total equity 6,894.7 3,597.7 (6,894.7 ) 3,597.7 Total liabilities, Partnership preferred units and equity $ 20,822.8 $ 7,045.3 $ (7,045.3 ) $ 20,822.8 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Balance Sheets (In millions of U.S. dollars) As of December 31, 2016 Consolidated RBILP Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,420.4 $ — $ — $ 1,420.4 Accounts and notes receivable, net 403.5 — — 403.5 Inventories, net 71.8 — — 71.8 Advertising fund restricted assets 57.7 — — 57.7 Prepaids and other current assets 103.6 — — 103.6 Total current assets 2,057.0 — — 2,057.0 Property and equipment, net 2,054.7 — — 2,054.7 Intangible assets, net 9,228.0 — — 9,228.0 Goodwill 4,675.1 — — 4,675.1 Net investment in property leased to franchisees 91.9 — — 91.9 Derivative assets 717.9 — — 717.9 Intercompany receivable — 146.1 (146.1 ) — Investment in subsidiaries — 6,786.0 (6,786.0 ) — Other assets, net 300.7 — — 300.7 Total assets $ 19,125.3 $ 6,932.1 $ (6,932.1 ) $ 19,125.3 LIABILITIES, PARTNERSHIP PREFERRED UNITS AND EQUITY Current liabilities: Accounts and drafts payable $ 369.8 $ — $ — $ 369.8 Other accrued liabilities 323.2 146.1 — 469.3 Gift card liability 194.4 — — 194.4 Advertising fund liabilities 83.3 — — 83.3 Current portion of long term debt and capital leases 93.9 — — 93.9 Total current liabilities 1,064.6 146.1 — 1,210.7 Term debt, net of current portion 8,410.2 — — 8,410.2 Capital leases, net of current portion 218.4 — — 218.4 Other liabilities, net 784.9 — — 784.9 Payables to affiliates 146.1 — (146.1 ) — Deferred income taxes, net 1,715.1 — — 1,715.1 Total liabilities 12,339.3 146.1 (146.1 ) 12,339.3 Partnership preferred units — 3,297.0 — 3,297.0 Partners’ capital: Class A common units — 3,364.1 — 3,364.1 Partnership exchangeable units — 1,476.2 — 1,476.2 Common shares 6,825.8 — (6,825.8 ) — Retained earnings 1,311.5 — (1,311.5 ) — Accumulated other comprehensive income (loss) (1,355.4 ) (1,355.4 ) 1,355.4 (1,355.4 ) Total Partners’ capital/shareholders’ equity 6,781.9 3,484.9 (6,781.9 ) 3,484.9 Noncontrolling interests 4.1 4.1 (4.1 ) 4.1 Total equity 6,786.0 3,489.0 (6,786.0 ) 3,489.0 Total liabilities, Partnership preferred units and equity $ 19,125.3 $ 6,932.1 $ (6,932.1 ) $ 19,125.3 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions of U.S. dollars) Three Months Ended March 31, 2017 Consolidated RBILP Eliminations Consolidated Revenues: Sales $ 550.4 $ — $ — $ 550.4 Franchise and property revenues 450.2 — — 450.2 Total revenues 1,000.6 — — 1,000.6 Cost of sales 423.4 — — 423.4 Franchise and property expenses 111.0 — — 111.0 Selling, general and administrative expenses 121.9 — — 121.9 (Income) loss from equity method investments (5.7 ) — — (5.7 ) Other operating expenses (income), net 13.8 — — 13.8 Total operating costs and expenses 664.4 — — 664.4 Income from operations 336.2 — — 336.2 Interest expense, net 111.4 — — 111.4 Loss on early extinguishment of debt 20.4 — — 20.4 Income before income taxes 204.4 — — 204.4 Income tax expense 37.8 — — 37.8 Net income 166.6 — — 166.6 Equity in earnings of consolidated subsidiaries — 166.6 (166.6 ) — Net income (loss) 166.6 166.6 (166.6 ) 166.6 Net income (loss) attributable to noncontrolling interests 0.4 0.4 (0.4 ) 0.4 Partnership preferred unit distributions — 67.5 — 67.5 Net income (loss) attributable to common unitholders $ 166.2 $ 98.7 $ (166.2 ) $ 98.7 Total comprehensive income (loss) $ 229.7 $ 229.7 $ (229.7 ) $ 229.7 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions of U.S. dollars) Three Months Ended March 31, 2016 Consolidated RBILP Eliminations Consolidated Revenues: Sales $ 490.5 $ — $ — $ 490.5 Franchise and property revenues 428.0 — — 428.0 Total revenues 918.5 — — 918.5 Cost of sales 390.6 — — 390.6 Franchise and property expenses 101.8 — — 101.8 Selling, general and administrative expenses 73.2 — — 73.2 (Income) loss from equity method investments (18.5 ) — — (18.5 ) Other operating expenses (income), net 40.8 — — 40.8 Total operating costs and expenses 587.9 — — 587.9 Income from operations 330.6 — — 330.6 Interest expense, net 115.1 — — 115.1 Income before income taxes 215.5 — — 215.5 Income tax expense 47.2 — — 47.2 Net income 168.3 — — 168.3 Equity in earnings of consolidated subsidiaries — 168.3 (168.3 ) — Net income (loss) 168.3 168.3 (168.3 ) 168.3 Net income (loss) 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 $ 167.4 $ 99.9 $ (167.4 ) $ 99.9 Total comprehensive income (loss) $ 534.3 $ 534.3 $ (534.3 ) $ 534.3 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In millions of U.S. dollars) Three Months Ended March 31, 2017 Consolidated RBILP Eliminations Consolidated Cash flows from operating activities: Net income $ 166.6 $ 166.6 $ (166.6 ) $ 166.6 Adjustments to reconcile net income to net cash provided by operating activities: Equity in loss (earnings) of consolidated subsidiaries — (166.6 ) 166.6 — Depreciation and amortization 43.4 — — 43.4 Non-cash 17.9 — — 17.9 Amortization of deferred financing costs and debt issuance discount 8.5 — — 8.5 (Income) loss from equity method investments (5.7 ) — — (5.7 ) Loss (gain) on remeasurement of foreign denominated transactions 10.4 — — 10.4 Net losses on derivatives 5.8 — — 5.8 Share-based compensation expense 16.5 — — 16.5 Deferred income taxes 15.3 — — 15.3 Other 3.6 — — 3.6 Changes in current assets and liabilities, excluding acquisitions and dispositions: Accounts and notes receivable 47.8 — — 47.8 Inventories and prepaids and other current assets (8.4 ) — — (8.4 ) Accounts and drafts payable 14.6 — — 14.6 Advertising fund restricted assets and fund liabilities 27.2 — — 27.2 Other accrued liabilities and gift card liability (82.6 ) — — (82.6 ) Other long-term assets and liabilities 20.1 — — 20.1 Net cash provided by operating activities 301.0 — — 301.0 Cash flows from investing activities: Payments for property and equipment (4.1 ) — — (4.1 ) Proceeds from disposal of assets, restaurant closures, and refranchisings 6.8 — — 6.8 Net payment for purchase of Popeyes, net of cash acquired (1,635.9 ) — — (1,635.9 ) Return of investment on direct financing leases 4.1 — — 4.1 Settlement/sale of derivatives, net 5.2 — — 5.2 Other investing activities, net (0.8 ) — — (0.8 ) Net cash provided by (used for) investing activities (1,624.7 ) — — (1,624.7 ) Cash flows from financing activities: Proceeds from issuance of long-term debt 1,300.0 — — 1,300.0 Repayments of long-term debt and capital leases (319.9 ) — — (319.9 ) Payment of financing costs (31.8 ) — — (31.8 ) Payment of dividends on common and preferred shares and distributions on Partnership exchangeable units — (145.9 ) — (145.9 ) Capital contribution from RBI Inc. 8.0 — — 8.0 Distributions from subsidiaries (145.9 ) 145.9 — — Other financing activities, net (1.1 ) — — (1.1 ) Net cash provided by (used for) financing activities 809.3 — — 809.3 Effect of exchange rates on cash and cash equivalents 3.3 — — 3.3 Increase (decrease) in cash and cash equivalents (511.1 ) — — (511.1 ) Cash and cash equivalents at beginning of period 1,420.4 — — 1,420.4 Cash and cash equivalents at end of period $ 909.3 $ — $ — $ 909.3 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In millions of U.S. dollars) Three Months Ended March 31, 2016 Consolidated RBILP Eliminations Consolidated Cash flows from operating activities: Net income $ 168.3 $ 168.3 $ (168.3 ) $ 168.3 Adjustments to reconcile net income to net cash provided by operating activities: Equity in loss (earnings) of consolidated subsidiaries — (168.3 ) 168.3 — Depreciation and amortization 42.1 — — 42.1 Amortization of deferred financing costs and debt issuance discount 9.7 — — 9.7 (Income) loss from equity method investments (18.5 ) — — (18.5 ) Loss (gain) on remeasurement of foreign denominated transactions 28.0 — — 28.0 Net losses on derivatives 3.5 — — 3.5 Share-based compensation expense 6.4 — — 6.4 Other 8.5 — — 8.5 Changes in current assets and liabilities, excluding acquisitions and dispositions: Accounts and notes receivable 34.1 — — 34.1 Inventories and prepaids and other current assets (78.6 ) — — (78.6 ) Accounts and drafts payable (6.6 ) — — (6.6 ) Advertising fund restricted assets and fund liabilities (15.7 ) — — (15.7 ) Other accrued liabilities and gift card liability 0.6 — — 0.6 Other long-term assets and liabilities (8.8 ) — — (8.8 ) Net cash provided by operating activities 173.0 — — 173.0 Cash flows from investing activities: Payments for property and equipment (5.6 ) — — (5.6 ) Proceeds from disposal of assets, restaurant closures, and refranchisings 7.2 — — 7.2 Return of investment on direct financing leases 4.1 — — 4.1 Settlement/sale of derivatives, net (1.1 ) — — (1.1 ) Other investing activities, net 2.2 — — 2.2 Net cash provided by (used for) investing activities 6.8 — — 6.8 Cash flows from financing activities: Repayments of long-term debt and capital leases (17.2 ) — — (17.2 ) Payment of dividends on common and preferred shares and distributions on Partnership exchangeable units — (128.3 ) — (128.3 ) Capital contribution from RBI Inc. 6.5 — — 6.5 Distributions from subsidiaries (128.3 ) 128.3 — — Other financing activities, net 3.1 — — 3.1 Net cash provided by (used for) financing activities (135.9 ) — — (135.9 ) Effect of exchange rates on cash and cash equivalents 13.9 — — 13.9 Increase (decrease) in cash and cash equivalents 57.8 — — 57.8 Cash and cash equivalents at beginning of period 753.7 — — 753.7 Cash and cash equivalents at end of period $ 811.5 $ — $ — $ 811.5 |