Supplemental Financial Information | Supplemental Financial Information On February 17, 2017, 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, as amended from time to time, that provides for obligations under the Credit Facilities. On November 19, 2019, the Issuers entered into the 2019 4.375% Senior Notes Indenture with respect to the 2019 4.375% Senior Notes. On September 24, 2019, the Issuers entered into the 2019 3.875% Senior Notes Indenture with respect to the 2019 3.875% Senior Notes. On August 28, 2017, the Issuers entered into the 2017 5.00% Senior Notes Indenture with respect to the 2017 5.00% Senior Notes. On May 17, 2017, the Issuers entered into the 2017 4.25% Senior Notes Indenture with respect to the 2017 4.25% Senior Notes. The agreement governing our Credit Facilities, the 2019 4.375% Senior Notes Indenture, the 2019 3.875% Senior Notes Indenture, the 2017 5.00% Senior Notes Indenture, and the 2017 4.25% 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 December 31, 2019 Consolidated RBILP Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,533 $ — $ — $ 1,533 Accounts and notes receivable, net 527 — — 527 Inventories, net 84 — — 84 Prepaids and other current assets 52 — — 52 Total current assets 2,196 — — 2,196 Property and equipment, net 2,007 — — 2,007 Operating lease assets, net 1,176 — — 1,176 Intangible assets, net 10,563 — — 10,563 Goodwill 5,651 — — 5,651 Net investment in property leased to franchisees 48 — — 48 Intercompany receivable — 232 (232 ) — Investment in subsidiaries — 4,259 (4,259 ) — Other assets, net 719 — — 719 Total assets $ 22,360 $ 4,491 $ (4,491 ) $ 22,360 LIABILITIES AND EQUITY Current liabilities: Accounts and drafts payable $ 644 $ — $ — $ 644 Other accrued liabilities 558 232 — 790 Gift card liability 168 — — 168 Current portion of long term debt and finance leases 101 — — 101 Total current liabilities 1,471 232 — 1,703 Term debt, net of current portion 11,759 — — 11,759 Finance leases, net of current portion 288 — — 288 Operating lease liabilities, net of current portion 1,089 — — 1,089 Other liabilities, net 1,698 — — 1,698 Payables to affiliates 232 — (232 ) — Deferred income taxes, net 1,564 — — 1,564 Total liabilities 18,101 232 (232 ) 18,101 Partners’ capital: Class A common units — 7,786 — 7,786 Partnership exchangeable units — (2,353 ) — (2,353 ) Common shares 3,248 — (3,248 ) — Retained earnings 2,185 — (2,185 ) — Accumulated other comprehensive income (loss) (1,178 ) (1,178 ) 1,178 (1,178 ) Total Partners’ capital/shareholders’ equity 4,255 4,255 (4,255 ) 4,255 Noncontrolling interests 4 4 (4 ) 4 Total equity 4,259 4,259 (4,259 ) 4,259 Total liabilities and equity $ 22,360 $ 4,491 $ (4,491 ) $ 22,360 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Balance Sheets (In millions of U.S. dollars) 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 finance leases 91 — — 91 Total current liabilities 1,201 207 — 1,408 Term debt, net of current portion 11,823 — — 11,823 Finance 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 Statements of Operations (In millions of U.S. dollars) 2019 Consolidated RBILP Eliminations Consolidated Revenues: Sales $ 2,362 $ — $ — $ 2,362 Franchise and property revenues 3,241 — — 3,241 Total revenues 5,603 — — 5,603 Operating costs and expenses: Cost of sales 1,813 — — 1,813 Franchise and property expenses 540 — — 540 Selling, general and administrative expenses 1,264 — — 1,264 (Income) loss from equity method investments (11 ) — — (11 ) Other operating expenses (income), net (10 ) — — (10 ) Total operating costs and expenses 3,596 — — 3,596 Income from operations 2,007 — — 2,007 Interest expense, net 532 — — 532 Loss on early extinguishment of debt 23 — — 23 Income before income taxes 1,452 — — 1,452 Income tax expense (benefit) 341 — — 341 Net income 1,111 — — 1,111 Equity in earnings of consolidated subsidiaries — 1,111 (1,111 ) — Net income (loss) 1,111 1,111 (1,111 ) 1,111 Net income (loss) attributable to noncontrolling interests 2 2 (2 ) 2 Net income (loss) attributable to common unitholders $ 1,109 $ 1,109 $ (1,109 ) $ 1,109 Total comprehensive income (loss) $ 1,370 $ 1,370 $ (1,370 ) $ 1,370 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions of U.S. dollars) 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 expense (benefit) 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 $ 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 of U.S. dollars) 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 (benefit) (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 $ 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 Cash Flows (In millions of U.S. dollars) 2019 Consolidated Borrowers RBILP Eliminations Consolidated Cash flows from operating activities: Net income $ 1,111 $ 1,111 $ (1,111 ) $ 1,111 Adjustments to reconcile net income to net cash provided by operating activities: Equity in loss (earnings) of consolidated subsidiaries — (1,111 ) 1,111 — Depreciation and amortization 185 — — 185 Premiums paid and non-cash loss on early extinguishment of debt 16 — — 16 Amortization of deferred financing costs and debt issuance discount 29 — — 29 (Income) loss from equity method investments (11 ) — — (11 ) Loss (gain) on remeasurement of foreign denominated transactions (14 ) — — (14 ) Net (gains) losses on derivatives (49 ) — — (49 ) Share-based compensation expense 68 — — 68 Deferred income taxes 58 — — 58 Other 6 — — 6 Changes in current assets and liabilities, excluding acquisitions and dispositions: Accounts and notes receivable (53 ) — — (53 ) Inventories and prepaids and other current assets (15 ) — — (15 ) Accounts and drafts payable 112 — — 112 Other accrued liabilities and gift card liability (51 ) — — (51 ) Tenant inducements paid to franchisees (54 ) — — (54 ) Other long-term assets and liabilities 138 — — 138 Net cash provided by operating activities 1,476 — — 1,476 Cash flows from investing activities: Payments for property and equipment (62 ) — — (62 ) Net proceeds from disposal of assets, restaurant closures and refranchisings 8 — — 8 Settlement/sale of derivatives, net 24 — — 24 Net cash used for investing activities (30 ) — — (30 ) Cash flows from financing activities: Proceeds from issuance of long-term debt 2,250 — — 2,250 Repayments of long-term debt and finance leases (2,266 ) — — (2,266 ) Payment of financing costs (50 ) — — (50 ) Distributions paid on Class A and Partnership exchangeable units — (901 ) — (901 ) Capital contribution from RBI Inc. 102 — — 102 Distributions from subsidiaries (901 ) 901 — — Proceeds from derivatives 23 — — 23 Net cash used for financing activities (842 ) — — (842 ) Effect of exchange rates on cash and cash equivalents 16 — — 16 Increase (decrease) in cash and cash equivalents 620 — — 620 Cash and cash equivalents at beginning of period 913 — — 913 Cash and cash equivalents at end of period $ 1,533 $ — $ — $ 1,533 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In millions of U.S. dollars) 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 ) Net proceeds from disposal of assets, restaurant closures and refranchisings 8 — — 8 Settlement/sale of derivatives, net 17 — — 17 Other investing activities, net 17 — — 17 Net cash 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 finance leases (74 ) — — (74 ) Distributions to RBI for payments in connection with redemption of RBI preferred shares — (60 ) — (60 ) Payment of financing costs (3 ) — — (3 ) Distributions paid on Class A 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 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 of U.S. dollars) 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 (gains) 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 ) Net 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 ) Settlement/sale of derivatives, net 772 — — 772 Other investing activities, net 17 — — 17 Net cash 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 finance 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 Class A, 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 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 |