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, 2018 Consolidated RBILP Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 913 $ — $ — $ 913 Accounts and notes receivable, net 452 — — 452 Inventories, net 75 — — 75 Prepaids and other current assets 60 — — 60 Total current assets 1,500 — — 1,500 Property and equipment, net 1,996 — — 1,996 Intangible assets, net 10,463 — — 10,463 Goodwill 5,486 — — 5,486 Net investment in property leased to franchisees 54 — — 54 Intercompany receivable — 207 (207 ) — Investment in subsidiaries — 3,618 (3,618 ) — Other assets, net 642 — — 642 Total assets $ 20,141 $ 3,825 $ (3,825 ) $ 20,141 LIABILITIES AND EQUITY Current liabilities: Accounts and drafts payable $ 513 $ — $ — $ 513 Other accrued liabilities 430 207 — 637 Gift card liability 167 — — 167 Current portion of long term debt and capital leases 91 — — 91 Total current liabilities 1,201 207 — 1,408 Term debt, net of current portion 11,823 — — 11,823 Capital leases, net of current portion 226 — — 226 Other liabilities, net 1,547 — — 1,547 Payables to affiliates 207 — (207 ) — Deferred income taxes, net 1,519 — — 1,519 Total liabilities 16,523 207 (207 ) 16,523 Partners’ capital: Class A common units — 4,323 — 4,323 Partnership exchangeable units — 730 — 730 Common shares 3,071 — (3,071 ) — Retained earnings 1,982 — (1,982 ) — Accumulated other comprehensive income (loss) (1,437 ) (1,437 ) 1,437 (1,437 ) Total Partners’ capital/shareholders’ equity 3,616 3,616 (3,616 ) 3,616 Noncontrolling interests 2 2 (2 ) 2 Total equity 3,618 3,618 (3,618 ) 3,618 Total liabilities and equity $ 20,141 $ 3,825 $ (3,825 ) $ 20,141 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 $ 1,097 $ — $ — $ 1,097 Accounts and notes receivable, net 489 — — 489 Inventories, net 78 — — 78 Prepaids and other current assets 86 — — 86 Total current assets 1,750 — — 1,750 Property and equipment, net 2,133 — — 2,133 Intangible assets, net 11,062 — — 11,062 Goodwill 5,782 — — 5,782 Net investment in property leased to franchisees 71 — — 71 Intercompany receivable — 97 (97 ) — Investment in subsidiaries — 4,561 (4,561 ) — Other assets, net 426 — — 426 Total assets $ 21,224 $ 4,658 $ (4,658 ) $ 21,224 LIABILITIES AND EQUITY Current liabilities: Accounts and drafts payable $ 496 $ — $ — $ 496 Other accrued liabilities 769 97 — 866 Gift card liability 215 — — 215 Current portion of long term debt and capital leases 78 — — 78 Total current liabilities 1,558 97 — 1,655 Term debt, net of current portion 11,801 — — 11,801 Capital leases, net of current portion 244 — — 244 Other liabilities, net 1,455 — — 1,455 Payables to affiliates 97 — (97 ) — Deferred income taxes, net 1,508 — — 1,508 Total liabilities 16,663 97 (97 ) 16,663 Partners’ capital: Class A common units — 4,168 — 4,168 Partnership exchangeable units — 1,276 — 1,276 Common shares 3,516 — (3,516 ) — Retained earnings 1,928 — (1,928 ) — Accumulated other comprehensive income (loss) (884 ) (884 ) 884 (884 ) Total Partners’ capital/shareholders’ equity 4,560 4,560 (4,560 ) 4,560 Noncontrolling interests 1 1 (1 ) 1 Total equity 4,561 4,561 (4,561 ) 4,561 Total liabilities and equity $ 21,224 $ 4,658 $ (4,658 ) $ 21,224 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions) 2018 Consolidated RBILP Eliminations Consolidated Revenues: Sales $ 2,355 $ — $ — $ 2,355 Franchise and property revenues 3,002 — — 3,002 Total revenues 5,357 — — 5,357 Operating costs and expenses: Cost of sales 1,818 — — 1,818 Franchise and property expenses 422 — — 422 Selling, general and administrative expenses 1,214 — — 1,214 (Income) loss from equity method investments (22 ) — — (22 ) Other operating expenses (income), net 8 — — 8 Total operating costs and expenses 3,440 — — 3,440 Income from operations 1,917 — — 1,917 Interest expense, net 535 — — 535 Income before income taxes 1,382 — — 1,382 Income tax (benefit) expense 238 — — 238 Net income 1,144 — — 1,144 Equity in earnings of consolidated subsidiaries — 1,144 (1,144 ) — Net income (loss) 1,144 1,144 (1,144 ) 1,144 Net income (loss) attributable to noncontrolling interests 1 1 (1 ) 1 Net income (loss) attributable to common unitholders / shareholders $ 1,143 $ 1,143 $ (1,143 ) $ 1,143 Total comprehensive income (loss) $ 591 $ 591 $ (591 ) $ 591 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions) 2017 Consolidated RBILP Eliminations Consolidated Revenues: Sales $ 2,390 $ — $ — $ 2,390 Franchise and property revenues 2,186 — — 2,186 Total revenues 4,576 — — 4,576 Operating costs and expenses: Cost of sales 1,850 — — 1,850 Franchise and property expenses 478 — — 478 Selling, general and administrative expenses 416 — — 416 (Income) loss from equity method investments (12 ) — — (12 ) Other operating expenses (income), net 109 — — 109 Total operating costs and expenses 2,841 — — 2,841 Income from operations 1,735 — — 1,735 Interest expense, net 512 — — 512 Loss on early extinguishment of debt 122 — — 122 Income before income taxes 1,101 — — 1,101 Income tax expense (134 ) — — (134 ) Net income 1,235 — — 1,235 Equity in earnings of consolidated subsidiaries — 1,235 (1,235 ) — Net income (loss) 1,235 1,235 (1,235 ) 1,235 Net income (loss) attributable to noncontrolling interests 2 2 (2 ) 2 Partnership preferred unit distributions — 256 — 256 Gain on redemption of Partnership preferred units — (234 ) — (234 ) Net income (loss) attributable to common unitholders / shareholders $ 1,233 $ 1,211 $ (1,233 ) $ 1,211 Total comprehensive income (loss) $ 1,706 $ 1,706 $ (1,706 ) $ 1,706 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions) 2016 Consolidated RBILP Eliminations Consolidated Revenues: Sales $ 2,205 $ — $ — $ 2,205 Franchise and property revenues 1,941 — — 1,941 Total revenues 4,146 — — 4,146 Operating costs and expenses: Cost of sales 1,727 — — 1,727 Franchise and property expenses 454 — — 454 Selling, general and administrative expenses 319 — — 319 (Income) loss from equity method investments (20 ) — — (20 ) Other operating expenses (income), net (1 ) — — (1 ) Total operating costs and expenses 2,479 — — 2,479 Income from operations 1,667 — — 1,667 Interest expense, net 467 — — 467 Income before income taxes 1,200 — — 1,200 Income tax expense 244 — — 244 Net income 956 — — 956 Equity in earnings of consolidated subsidiaries — 956 (956 ) — Net income (loss) 956 956 (956 ) 956 Net income (loss) attributable to noncontrolling interests 3 3 (3 ) 3 Partnership preferred unit distributions — 270 — 270 Net income (loss) attributable to common unitholders / shareholders $ 953 $ 683 $ (953 ) $ 683 Total comprehensive income (loss) $ 1,068 $ 1,068 $ (1,068 ) $ 1,068 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In millions) 2018 Consolidated Borrowers RBILP Eliminations Consolidated Cash flows from operating activities: Net income $ 1,144 $ 1,144 $ (1,144 ) $ 1,144 Adjustments to reconcile net income to net cash provided by operating activities: Equity in loss (earnings) of consolidated subsidiaries — (1,144 ) 1,144 — Depreciation and amortization 180 — — 180 Amortization of deferred financing costs and debt issuance discount 29 — — 29 (Income) loss from equity method investments (22 ) — — (22 ) Loss (gain) on remeasurement of foreign denominated transactions (33 ) — — (33 ) Net (gains) losses on derivatives (40 ) — — (40 ) Share-based compensation expense 48 — — 48 Deferred income taxes 29 — — 29 Other 5 — — 5 Changes in current assets and liabilities, excluding acquisitions and dispositions: Accounts and notes receivable 19 — — 19 Inventories and prepaids and other current assets (7 ) — — (7 ) Accounts and drafts payable 41 — — 41 Other accrued liabilities and gift card liability (219 ) — — (219 ) Tenant inducements paid to franchisees (52 ) — — (52 ) Other long-term assets and liabilities 43 — — 43 Net cash provided by operating activities 1,165 — — 1,165 Cash flows from investing activities: Payments for property and equipment (86 ) — — (86 ) Proceeds from disposal of assets, restaurant closures and refranchisings 8 — — 8 Return of investment on direct financing leases 16 — — 16 Settlement/sale of derivatives, net 17 — — 17 Other investing activities, net 1 — — 1 Net cash provided by (used for) investing activities (44 ) — — (44 ) Cash flows from financing activities: Proceeds from issuance of long-term debt 75 — — 75 Repayments of long-term debt and capital leases (74 ) — — (74 ) Distributions to RBI for payments in connection with redemption of Preferred Shares — (60 ) — (60 ) Payment of financing costs (3 ) — — (3 ) Distributions paid on common, preferred and Partnership exchangeable units — (728 ) — (728 ) Repurchase of Partnership exchangeable units — (561 ) — (561 ) Capital contribution from RBI Inc. 61 — — 61 Distributions from subsidiaries (1,349 ) 1,349 — — Other financing activities, net 5 — — 5 Net cash provided by (used for) financing activities (1,285 ) — — (1,285 ) Effect of exchange rates on cash and cash equivalents (20 ) — — (20 ) Increase (decrease) in cash and cash equivalents (184 ) — — (184 ) Cash and cash equivalents at beginning of period 1,097 — — 1,097 Cash and cash equivalents at end of period $ 913 $ — $ — $ 913 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 $ 1,235 $ (1,235 ) $ 1,235 Adjustments to reconcile net income to net cash provided by operating activities: Equity in loss (earnings) of consolidated subsidiaries — (1,235 ) 1,235 — Depreciation and amortization 182 — — 182 Premiums paid and non-cash loss on early extinguishment of debt 119 — — 119 Amortization of deferred financing costs and debt issuance discount 33 — — 33 (Income) loss from equity method investments (12 ) — — (12 ) Loss (gain) on remeasurement of foreign denominated transactions 77 — — 77 Net losses on derivatives 31 — — 31 Share-based compensation expense 48 — — 48 Deferred income taxes (742 ) — — (742 ) Other 18 — — 18 Changes in current assets and liabilities, excluding acquisitions and dispositions: Accounts and notes receivable (30 ) — — (30 ) Inventories and prepaids and other current assets 19 — — 19 Accounts and drafts payable 14 — — 14 Other accrued liabilities and gift card liability 360 — — 360 Tenant inducements paid to franchisees (20 ) — — (20 ) Other long-term assets and liabilities 99 — — 99 Net cash provided by operating activities 1,431 — — 1,431 Cash flows from investing activities: Payments for property and equipment (37 ) — — (37 ) Proceeds from disposal of assets, restaurant closures and refranchisings 26 — — 26 Net payment for purchase of Popeyes, net of cash acquired (1,636 ) — — (1,636 ) Return of investment on direct financing leases 16 — — 16 Settlement/sale of derivatives, net 772 — — 772 Other investing activities, net 1 — — 1 Net cash provided by (used for) investing activities (858 ) — — (858 ) Cash flows from financing activities: Proceeds from issuance of long-term debt 5,850 — — 5,850 Repayments of long-term debt and capital leases (2,742 ) — — (2,742 ) Distributions to RBI for payments in connection with redemption of Preferred Shares — (3,006 ) — (3,006 ) Payment of financing costs (63 ) — — (63 ) Distributions paid on common, preferred and Partnership exchangeable units — (664 ) — (664 ) Repurchase of Partnership exchangeable units — (330 ) — (330 ) Capital contribution from RBI Inc. 29 — — 29 Distributions from subsidiaries (4,000 ) 4,000 — — Other financing activities, net (10 ) — — (10 ) Net cash provided by (used for) financing activities (936 ) — — (936 ) Effect of exchange rates on cash and cash equivalents 24 — — 24 Increase (decrease) in cash and cash equivalents (339 ) — — (339 ) Cash and cash equivalents at beginning of period 1,436 — — 1,436 Cash and cash equivalents at end of period $ 1,097 $ — $ — $ 1,097 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 $ 956 $ 956 $ (956 ) $ 956 Adjustments to reconcile net income to net cash provided by operating activities: Equity in loss (earnings) of consolidated subsidiaries — (956 ) 956 — Depreciation and amortization 172 — — 172 Amortization of deferred financing costs and debt issuance discount 39 — — 39 (Income) loss from equity method investments (20 ) — — (20 ) Loss (gain) on remeasurement of foreign denominated transactions (20 ) — — (20 ) Net losses on derivatives 21 — — 21 Share-based compensation expense 35 — — 35 Deferred income taxes 80 — — 80 Other 4 — — 4 Changes in current assets and liabilities, excluding acquisitions and dispositions: Accounts and notes receivable (16 ) — — (16 ) Inventories and prepaids and other current assets (10 ) — — (10 ) Accounts and drafts payable 16 — — 16 Other accrued liabilities and gift card liability (1 ) — — (1 ) Tenant inducements paid to franchisees (19 ) — — (19 ) Other long-term assets and liabilities (23 ) — — (23 ) Net cash provided by operating activities 1,214 — — 1,214 Cash flows from investing activities: Payments for property and equipment (34 ) — — (34 ) Proceeds from disposal of assets, restaurant closures and refranchisings 30 — — 30 Return of investment on direct financing leases 17 — — 17 Settlement/sale of derivatives, net 11 — — 11 Other investing activities, net 3 — — 3 Net cash provided by (used for) investing activities 27 — — 27 Cash flows from financing activities: Repayments of long-term debt and capital leases (70 ) — — (70 ) Distributions paid on common, preferred and Partnership exchangeable units — (538 ) — (538 ) Capital contribution from RBI Inc. 14 — — 14 Excess tax benefits from share-based compensation 8 — — 8 Distributions from subsidiaries (538 ) 538 — — Other financing activities, net (5 ) — — (5 ) Net cash provided by (used for) financing activities (591 ) — — (591 ) Effect of exchange rates on cash and cash equivalents (2 ) — — (2 ) Increase (decrease) in cash and cash equivalents 648 — — 648 Cash and cash equivalents at beginning of period 788 — — 788 Cash and cash equivalents at end of period $ 1,436 $ — $ — $ 1,436 |