Supplemental Financial Information | 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 an amended credit agreement that provides for obligations under the Credit Facilities. On May 22, 2015 the Issuers entered into the 2015 Senior Notes Indenture with respect to the 2015 Senior Notes. On October 8, 2014 the Issuers entered into the 2014 Senior Notes Indenture with respect to the 2014 Senior Notes. 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) As of December 31, 2017 Consolidated RBILP Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,073.4 $ — $ — $ 1,073.4 Accounts and notes receivable, net 455.9 — — 455.9 Inventories, net 78.0 — — 78.0 Advertising fund restricted assets 83.3 — — 83.3 Prepaids and other current assets 59.0 — — 59.0 Total current assets 1,749.6 — — 1,749.6 Property and equipment, net 2,133.3 — — 2,133.3 Intangible assets, net 11,062.2 — — 11,062.2 Goodwill 5,782.3 — — 5,782.3 Net investment in property leased to franchisees 71.3 — — 71.3 Intercompany receivable — 96.9 (96.9 ) — Investment in subsidiaries — 4,561.0 (4,561.0 ) — Other assets, net 425.2 — — 425.2 Total assets $ 21,223.9 $ 4,657.9 $ (4,657.9 ) $ 21,223.9 LIABILITIES, PARTNERSHIP PREFERRED UNITS AND EQUITY Current liabilities: Accounts and drafts payable $ 412.9 $ — $ — $ 412.9 Other accrued liabilities 741.3 96.9 — 838.2 Gift card liability 214.9 — — 214.9 Advertising fund liabilities 110.8 — — 110.8 Current portion of long term debt and capital leases 78.2 — — 78.2 Total current liabilities 1,558.1 96.9 — 1,655.0 Term debt, net of current portion 11,800.9 — — 11,800.9 Capital leases, net of current portion 243.8 — — 243.8 Other liabilities, net 1,455.1 — — 1,455.1 Payables to affiliates 96.9 — (96.9 ) — Deferred income taxes, net 1,508.1 — — 1,508.1 Total liabilities 16,662.9 96.9 (96.9 ) 16,662.9 Partners’ capital: Class A common units — 4,167.5 — 4,167.5 Partnership exchangeable units — 1,276.4 — 1,276.4 Common shares 3,515.7 — (3,515.7 ) — Retained earnings 1,928.2 — (1,928.2 ) — Accumulated other comprehensive income (loss) (884.3 ) (884.3 ) 884.3 (884.3 ) Total Partners’ capital/shareholders’ equity 4,559.6 4,559.6 (4,559.6 ) 4,559.6 Noncontrolling interests 1.4 1.4 (1.4 ) 1.4 Total equity 4,561.0 4,561.0 (4,561.0 ) 4,561.0 Total liabilities and equity $ 21,223.9 $ 4,657.9 $ (4,657.9 ) $ 21,223.9 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Balance Sheets (In millions) 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) 2017 Consolidated RBILP Eliminations Consolidated Revenues: Sales $ 2,390.3 $ — $ — $ 2,390.3 Franchise and property revenues 2,185.8 — — 2,185.8 Total revenues 4,576.1 — — 4,576.1 Operating costs and expenses: Cost of sales 1,850.3 — — 1,850.3 Franchise and property expenses 477.6 — — 477.6 Selling, general and administrative expenses 415.5 — — 415.5 (Income) loss from equity method investments (12.4 ) — — (12.4 ) Other operating expenses (income), net 109.2 — — 109.2 Total operating costs and expenses 2,840.2 — — 2,840.2 Income from operations 1,735.9 — — 1,735.9 Interest expense, net 512.2 — — 512.2 Loss on early extinguishment of debt 122.0 — — 122.0 Income before income taxes 1,101.7 — — 1,101.7 Income tax (benefit) expense (133.6 ) — — (133.6 ) Net income 1,235.3 — — 1,235.3 Equity in earnings of consolidated subsidiaries — 1,235.3 (1,235.3 ) — Net income (loss) 1,235.3 1,235.3 (1,235.3 ) 1,235.3 Net income (loss) attributable to noncontrolling interests 1.4 1.4 (1.4 ) 1.4 Partnership preferred unit distributions — 256.5 — 256.5 Gain on redemption of Partnership preferred units — (233.8 ) — (233.8 ) Net income (loss) attributable to common unitholders / shareholders $ 1,233.9 $ 1,211.2 $ (1,233.9 ) $ 1,211.2 Total comprehensive income (loss) $ 1,706.4 $ 1,706.4 $ (1,706.4 ) $ 1,706.4 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions) 2016 Consolidated RBILP Eliminations Consolidated Revenues: Sales $ 2,204.7 $ — $ — $ 2,204.7 Franchise and property revenues 1,941.1 — — 1,941.1 Total revenues 4,145.8 — — 4,145.8 Operating costs and expenses: Cost of sales 1,727.3 — — 1,727.3 Franchise and property expenses 454.1 — — 454.1 Selling, general and administrative expenses 318.6 — — 318.6 (Income) loss from equity method investments (20.2 ) — — (20.2 ) Other operating expenses (income), net (0.7 ) — — (0.7 ) Total operating costs and expenses 2,479.1 — — 2,479.1 Income from operations 1,666.7 — — 1,666.7 Interest expense, net 466.9 — — 466.9 Income before income taxes 1,199.8 — — 1,199.8 Income tax expense 243.9 — — 243.9 Net income 955.9 — — 955.9 Equity in earnings of consolidated subsidiaries — 955.9 (955.9 ) — Net income (loss) 955.9 955.9 (955.9 ) 955.9 Net income (loss) attributable to noncontrolling interests 3.5 3.5 (3.5 ) 3.5 Partnership preferred unit distributions — 270.0 — 270.0 Net income (loss) attributable to common unitholders / shareholders $ 952.4 $ 682.4 $ (952.4 ) $ 682.4 Total comprehensive income (loss) $ 1,068.3 $ 1,068.3 $ (1,068.3 ) $ 1,068.3 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions) 2015 Consolidated RBILP Eliminations Consolidated Revenues: Sales $ 2,169.0 $ — $ — $ 2,169.0 Franchise and property revenues 1,883.2 — — 1,883.2 Total revenues 4,052.2 — — 4,052.2 Operating costs and expenses: Cost of sales 1,809.5 — — 1,809.5 Franchise and property expenses 503.2 — — 503.2 Selling, general and administrative expenses 437.7 — — 437.7 (Income) loss from equity method investments 4.1 — — 4.1 Other operating expenses (income), net 105.5 — — 105.5 Total operating costs and expenses 2,860.0 — — 2,860.0 Income from operations 1,192.2 — — 1,192.2 Interest expense, net 478.3 — — 478.3 Loss on early extinguishment of debt 40.0 — — 40.0 Income before income taxes 673.9 — — 673.9 Income tax expense 162.2 — — 162.2 Net income 511.7 — — 511.7 Equity in earnings of consolidated subsidiaries — 511.7 (511.7 ) — Net income (loss) 511.7 511.7 (511.7 ) 511.7 Net income (loss) attributable to noncontrolling interests 3.4 3.4 (3.4 ) 3.4 Partnership preferred unit distributions — 271.2 — 271.2 Net income (loss) attributable to common unitholders / shareholders $ 508.3 $ 237.1 $ (508.3 ) $ 237.1 Total comprehensive income (loss) $ (707.6 ) $ (707.6 ) $ 707.6 $ (707.6 ) RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In millions) 2017 Consolidated Borrowers RBILP Eliminations Consolidated Cash flows from operating activities: Net income $ 1,235.3 $ 1,235.3 $ (1,235.3 ) $ 1,235.3 Adjustments to reconcile net income to net cash provided by operating activities: Equity in loss (earnings) of consolidated subsidiaries — (1,235.3 ) 1,235.3 — Depreciation and amortization 181.1 — — 181.1 Premiums paid and non-cash loss on early extinguishment of debt 119.1 — — 119.1 Amortization of deferred financing costs and debt issuance discount 32.7 — — 32.7 (Income) loss from equity method investments (12.4 ) — — (12.4 ) Loss (gain) on remeasurement of foreign denominated transactions 77.3 — — 77.3 Net losses on derivatives 31.0 — — 31.0 Share-based compensation expense 48.3 — — 48.3 Deferred income taxes (742.4 ) — — (742.4 ) Other 18.0 — — 18.0 Changes in current assets and liabilities, excluding acquisitions and dispositions: Accounts and notes receivable (30.4 ) — — (30.4 ) Inventories and prepaids and other current assets 2.9 — — 2.9 Accounts and drafts payable 19.9 — — 19.9 Advertising fund restricted assets and fund liabilities 1.3 — — 1.3 Other accrued liabilities and gift card liability 360.1 — — 360.1 Other long-term assets and liabilities 80.2 — — 80.2 Net cash provided by operating activities 1,422.0 — — 1,422.0 Cash flows from investing activities: Payments for property and equipment (36.7 ) — — (36.7 ) Proceeds from disposal of assets, restaurant closures and refranchisings 26.1 — — 26.1 Net payment for purchase of Popeyes, net of cash acquired (1,635.9 ) — — (1,635.9 ) Return of investment on direct financing leases 15.9 — — 15.9 Settlement/sale of derivatives, net 772.3 — — 772.3 Other investing activities, net 0.5 — — 0.5 Net cash provided by (used for) investing activities (857.8 ) — — (857.8 ) Cash flows from financing activities: Proceeds from issuance of long-term debt 5,850.0 — — 5,850.0 Repayments of long-term debt and capital leases (2,741.5 ) — — (2,741.5 ) Redemption of Preferred units — (3,005.7 ) — (3,005.7 ) Payment of financing costs (62.9 ) — — (62.9 ) Distributions paid on common, preferred and Partnership exchangeable units — (663.5 ) — (663.5 ) Repurchase of Partnership exchangeable units — (330.2 ) — (330.2 ) Capital contribution from RBI Inc. 28.7 — — 28.7 Distributions from subsidiaries (3,999.4 ) 3,999.4 — — Other financing activities, net (10.1 ) — — (10.1 ) Net cash provided by (used for) financing activities (935.2 ) — — (935.2 ) Effect of exchange rates on cash and cash equivalents 24.0 — — 24.0 Increase (decrease) in cash and cash equivalents (347.0 ) — — (347.0 ) Cash and cash equivalents at beginning of period 1,420.4 — — 1,420.4 Cash and cash equivalents at end of period $ 1,073.4 $ — $ — $ 1,073.4 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In millions) 2016 Consolidated Borrowers RBILP Eliminations Consolidated Cash flows from operating activities: Net income $ 955.9 $ 955.9 $ (955.9 ) $ 955.9 Adjustments to reconcile net income to net cash provided by operating activities: Equity in loss (earnings) of consolidated subsidiaries — (955.9 ) 955.9 — Depreciation and amortization 172.1 — — 172.1 Amortization of deferred financing costs and debt issuance discount 38.9 — — 38.9 (Income) loss from equity method investments (20.2 ) — — (20.2 ) Loss (gain) on remeasurement of foreign denominated transactions (20.1 ) — — (20.1 ) Net losses on derivatives 21.3 — — 21.3 Share-based compensation expense 35.1 — — 35.1 Deferred income taxes 80.1 — — 80.1 Other 3.5 — — 3.5 Changes in current assets and liabilities, excluding acquisitions and dispositions: Accounts and notes receivable (15.8 ) — — (15.8 ) Inventories and prepaids and other current assets 7.7 — — 7.7 Accounts and drafts payable 27.5 — — 27.5 Advertising fund restricted assets and fund liabilities (10.1 ) — — (10.1 ) Other accrued liabilities and gift card liability (1.2 ) — — (1.2 ) Other long-term assets and liabilities (41.6 ) — — (41.6 ) Net cash provided by operating activities 1,233.1 — — 1,233.1 Cash flows from investing activities: Payments for property and equipment (33.7 ) — — (33.7 ) Proceeds from disposal of assets, restaurant closures and refranchisings 30.0 — — 30.0 Return of investment on direct financing leases 16.6 — — 16.6 Settlement/sale of derivatives, net 11.0 — — 11.0 Other investing activities, net 3.0 — — 3.0 Net cash provided by (used for) investing activities 26.9 — — 26.9 Cash flows from financing activities: Repayments of long-term debt and capital leases (69.7 ) — — (69.7 ) Distributions paid on common, preferred and Partnership exchangeable units — (538.1 ) — (538.1 ) Capital contribution from RBI Inc. 13.7 — — 13.7 Excess tax benefits from share-based compensation 8.6 — — 8.6 Distributions from subsidiaries (538.1 ) 538.1 — — Other financing activities, net (5.4 ) — — (5.4 ) Net cash provided by (used for) financing activities (590.9 ) — — (590.9 ) Effect of exchange rates on cash and cash equivalents (2.4 ) — — (2.4 ) Increase (decrease) in cash and cash equivalents 666.7 — — 666.7 Cash and cash equivalents at beginning of period 753.7 — — 753.7 Cash and cash equivalents at end of period $ 1,420.4 $ — $ — $ 1,420.4 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In millions) 2015 Consolidated Borrowers RBILP Eliminations Consolidated Cash flows from operating activities: Net income $ 511.7 $ 511.7 $ (511.7 ) $ 511.7 Adjustments to reconcile net income to net cash provided by operating activities: Equity in loss (earnings) of consolidated subsidiaries — (511.7 ) 511.7 — Depreciation and amortization 182.0 — — 182.0 Non-cash loss on early extinguishment of debt 40.0 — — 40.0 Amortization of deferred financing costs and debt issuance discount 34.9 — — 34.9 (Income) loss from equity method investments 4.1 — — 4.1 Loss (gain) on remeasurement of foreign denominated transactions 37.0 — — 37.0 Net losses on derivatives 53.6 — — 53.6 Share-based compensation expense 50.8 — — 50.8 Deferred income taxes (32.3 ) — — (32.3 ) Other 9.6 — — 9.6 Changes in current assets and liabilities, excluding acquisitions and dispositions: Restricted cash and cash equivalents 79.2 — — 79.2 Accounts and notes receivable (26.2 ) — — (26.2 ) Inventories and prepaids and other current assets 9.2 — — 9.2 Accounts and drafts payable 191.2 — — 191.2 Advertising fund restricted assets and fund liabilities 32.9 — — 32.9 Other accrued liabilities and gift card liability 53.2 — — 53.2 Other long-term assets and liabilities (30.2 ) — — (30.2 ) Net cash provided by operating activities 1,200.7 — — 1,200.7 Cash flows from investing activities: Payments for property and equipment (115.3 ) — — (115.3 ) Proceeds from disposal of assets, restaurant closures and refranchisings 19.6 — — 19.6 Return of investment on direct financing leases 16.3 — — 16.3 Settlement/sale of derivatives, net 14.2 — — 14.2 Other investing activities, net 3.7 — — 3.7 Net cash provided by (used for) investing activities (61.5 ) — — (61.5 ) Cash flows from financing activities: Proceeds from issuance of long-term debt 1,250.0 — — 1,250.0 Repayments of long-term debt and capital leases (2,627.8 ) — — (2,627.8 ) Payment of financing costs (81.3 ) — — (81.3 ) Distributions paid on common, preferred and Partnership exchangeable units — (362.4 ) — (362.4 ) Repurchase of Partnership exchangeable units — (293.7 ) — (293.7 ) Capital contribution from RBI Inc. 3.0 — — 3.0 Excess tax benefits from share-based compensation 0.5 — — 0.5 Distributions from subsidiaries (656.1 ) 656.1 — — Other financing activities, net (3.5 ) (3.5 ) Net cash provided by (used for) financing activities (2,115.2 ) — — (2,115.2 ) Effect of exchange rates on cash and cash equivalents (73.5 ) — — (73.5 ) Increase (decrease) in cash and cash equivalents (1,049.5 ) — — (1,049.5 ) Cash and cash equivalents at beginning of period 1,803.2 — — 1,803.2 Cash and cash equivalents at end of period $ 753.7 $ — $ — $ 753.7 |