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 April 7, 2020, the Issuers entered into the 2020 5.750% Senior Notes Indenture with respect to the 2020 5.750% Senior Notes. 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 5.000% Senior Notes Indenture with respect to the 2017 5.000% Senior Notes. On May 17, 2017, the Issuers entered into the 2017 4.25% Senior Notes Indenture with respect to the 2017 4.250% Senior Notes. The agreement governing our Credit Facilities, the 2020 5.750% Senior Notes Indenture, the 2019 4.375% Senior Notes Indenture, the 2019 3.875% Senior Notes Indenture, the 2017 5.000% 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 June 30, 2020 Consolidated Borrowers RBILP Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,540 $ — $ — $ 1,540 Accounts and notes receivable, net 520 — — 520 Inventories, net 96 — — 96 Prepaids and other current assets 71 — — 71 Total current assets 2,227 — — 2,227 Property and equipment, net 1,958 — — 1,958 Operating lease assets, net 1,117 — — 1,117 Intangible assets, net 10,288 — — 10,288 Goodwill 5,498 — — 5,498 Net investment in property leased to franchisees 62 — — 62 Investment in subsidiaries — 3,852 (3,852) — Other assets, net 866 — — 866 Total assets $ 22,016 $ 3,852 $ (3,852) $ 22,016 LIABILITIES AND EQUITY Current liabilities: Accounts and drafts payable $ 470 $ — $ — $ 470 Other accrued liabilities 596 — — 596 Gift card liability 112 — — 112 Current portion of long-term debt and finance leases 106 — — 106 Total current liabilities 1,284 — — 1,284 Long-term debt, net of current portion 12,310 — — 12,310 Finance leases, net of current portion 299 — — 299 Operating lease liabilities, net of current portion 1,046 — — 1,046 Other liabilities, net 1,810 — — 1,810 Deferred income taxes, net 1,415 — — 1,415 Total liabilities 18,164 — — 18,164 Partners’ capital: Class A common units — 7,947 — 7,947 Partnership exchangeable units — (2,526) — (2,526) Common shares 3,334 — (3,334) — Retained Earnings 2,087 — (2,087) — Accumulated other comprehensive income (loss) (1,572) (1,572) 1,572 (1,572) Total Partners' capital/shareholders' equity 3,849 3,849 (3,849) 3,849 Noncontrolling interests 3 3 (3) 3 Total equity 3,852 3,852 (3,852) 3,852 Total liabilities and equity $ 22,016 $ 3,852 $ (3,852) $ 22,016 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Balance Sheets (In millions of U.S. dollars) As of December 31, 2019 Consolidated Borrowers 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 Long-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 Statements of Operations (In millions of U.S. dollars) Three Months Ended June 30, 2020 Consolidated Borrowers RBILP Eliminations Consolidated Revenues: Sales $ 406 $ — $ — $ 406 Franchise and property revenues 642 — — 642 Total revenues 1,048 — — 1,048 Operating costs and expenses: Cost of sales 339 — — 339 Franchise and property expenses 134 — — 134 Selling, general and administrative expenses 295 — — 295 (Income) loss from equity method investments 16 — — 16 Other operating expenses (income), net 21 — — 21 Total operating costs and expenses 805 — — 805 Income from operations 243 — — 243 Interest expense, net 128 — — 128 Income before income taxes 115 — — 115 Income tax (benefit) expense (49) — — (49) Net income 164 — — 164 Equity in earnings of consolidated subsidiaries — 164 (164) — Net income (loss) 164 164 (164) 164 Net income (loss) attributable to noncontrolling interests 1 1 (1) 1 Net income (loss) attributable to common unitholders $ 163 $ 163 $ (163) $ 163 Comprehensive income (loss) $ 313 $ 313 $ (313) $ 313 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions of U.S. dollars) Six Months Ended June 30, 2020 Consolidated Borrowers RBILP Eliminations Consolidated Revenues: Sales $ 909 $ — $ — $ 909 Franchise and property revenues 1,364 — — 1,364 Total revenues 2,273 — — 2,273 Operating costs and expenses: Cost of sales 738 — — 738 Franchise and property expenses 260 — — 260 Selling, general and administrative expenses 620 — — 620 (Income) loss from equity method investments 18 — — 18 Other operating expenses (income), net 5 — — 5 Total operating costs and expenses 1,641 — — 1,641 Income from operations 632 — — 632 Interest expense, net 247 — — 247 Income before income taxes 385 — — 385 Income tax (benefit) expense (3) — — (3) Net income 388 — — 388 Equity in earnings of consolidated subsidiaries — 388 (388) — Net income (loss) 388 388 (388) 388 Net income (loss) attributable to noncontrolling interests 1 1 (1) 1 Net income (loss) attributable to common unitholders $ 387 $ 387 $ (387) $ 387 Comprehensive income (loss) $ (6) $ (6) $ 6 $ (6) RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions of U.S. dollars) Three Months Ended June 30, 2019 Consolidated Borrowers RBILP Eliminations Consolidated Revenues: Sales $ 589 $ — $ — $ 589 Franchise and property revenues 811 — — 811 Total revenues 1,400 — — 1,400 Operating costs and expenses: Cost of sales 453 — — 453 Franchise and property expenses 135 — — 135 Selling, general and administrative expenses 316 — — 316 (Income) loss from equity method investments 2 — — 2 Other operating expenses (income), net 3 — — 3 Total operating costs and expenses 909 — — 909 Income from operations 491 — — 491 Interest expense, net 137 — — 137 Income before income taxes 354 — — 354 Income tax expense 97 — — 97 Net income 257 — — 257 Equity in earnings of consolidated subsidiaries — 257 (257) — Net income (loss) 257 257 (257) 257 Net income (loss) attributable to noncontrolling interests — — — — Net income (loss) attributable to common unitholders $ 257 $ 257 $ (257) $ 257 Comprehensive income (loss) $ 362 $ 362 $ (362) $ 362 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions of U.S. dollars) Six Months Ended June 30, 2019 Consolidated Borrowers RBILP Eliminations Consolidated Revenues: Sales $ 1,111 $ — $ — $ 1,111 Franchise and property revenues 1,555 — — 1,555 Total revenues 2,666 — — 2,666 Operating costs and expenses: Cost of sales 859 — — 859 Franchise and property expenses 268 — — 268 Selling, general and administrative expenses 628 — — 628 (Income) loss from equity method investments — — — — Other operating expenses (income), net (14) — — (14) Total operating costs and expenses 1,741 — — 1,741 Income from operations 925 — — 925 Interest expense, net 269 — — 269 Income before income taxes 656 — — 656 Income tax expense 153 — — 153 Net income 503 — — 503 Equity in earnings of consolidated subsidiaries — 503 (503) — Net income (loss) 503 503 (503) 503 Net income (loss) attributable to noncontrolling interests — — — — Net income (loss) attributable to common unitholders $ 503 $ 503 $ (503) $ 503 Comprehensive income (loss) $ 656 $ 656 $ (656) $ 656 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In millions of U.S. dollars) Six months ended June 30, 2020 Consolidated Borrowers RBILP Eliminations Consolidated Cash flows from operating activities: Net income $ 388 $ 388 $ (388) $ 388 Adjustments to reconcile net income to net cash provided by (used for) operating activities: Equity in loss (earnings) of consolidated subsidiaries — (388) 388 — Depreciation and amortization 91 — — 91 Amortization of deferred financing costs and debt issuance discount 12 — — 12 (Income) loss from equity method investments 18 — — 18 (Gain) loss on remeasurement of foreign denominated transactions 10 — — 10 Net (gains) losses on derivatives (1) — — (1) Share-based compensation expense 39 — — 39 Deferred income taxes (131) — — (131) Other 20 — — 20 Changes in current assets and liabilities, excluding acquisitions and dispositions: Accounts and notes receivable (36) — — (36) Inventories and prepaids and other current assets (28) — — (28) Accounts and drafts payable (158) — — (158) Other accrued liabilities and gift card liability (13) — — (13) Tenant inducements paid to franchisees (5) — — (5) Other long-term assets and liabilities (10) — — (10) Net cash provided by (used for) operating activities 196 — — 196 Cash flows from investing activities: Payments for property and equipment (39) — — (39) Net proceeds from disposal of assets, restaurant closures, and refranchisings 5 — — 5 Settlement/sale of derivatives, net 22 — — 22 Net cash provided by (used for) investing activities (12) — — (12) Cash flows from financing activities: Proceeds from revolving line of credit and long-term debt 1,585 — — 1,585 Repayments of revolving line of credit, long-term debt and finance leases (1,045) — — (1,045) Payment of financing costs (10) — — (10) Distributions on Class A common and Partnership exchangeable units — (716) — (716) Capital contribution from RBI 41 — — 41 Distributions from subsidiaries (716) 716 — — (Payments) proceeds from derivatives (14) — — (14) Other financing activities, net (2) — — (2) Net cash provided by (used for) financing activities (161) — — (161) Effect of exchange rates on cash and cash equivalents (16) — — (16) Increase (decrease) in cash and cash equivalents 7 — — 7 Cash and cash equivalents at beginning of period 1,533 — — 1,533 Cash and cash equivalents at end of period $ 1,540 $ — $ — $ 1,540 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In millions of U.S. dollars) Six Months Ended June 30, 2019 Consolidated Borrowers RBILP Eliminations Consolidated Cash flows from operating activities: Net income $ 503 $ 503 $ (503) $ 503 Adjustments to reconcile net income to net cash provided by (used for) operating activities: Equity in loss (earnings) of consolidated subsidiaries — (503) 503 — Depreciation and amortization 92 — — 92 Amortization of deferred financing costs and debt issuance discount 15 — — 15 (Gain) loss on remeasurement of foreign denominated transactions (3) — — (3) Net (gains) losses on derivatives (34) — — (34) Share-based compensation expense 39 — — 39 Deferred income taxes 23 — — 23 Other (3) — — (3) 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 (40) — — (40) Other accrued liabilities and gift card liability (166) — — (166) Tenant inducements paid to franchisees (8) — — (8) Other long-term assets and liabilities 83 — — 83 Net cash provided by (used for) operating activities 475 — — 475 Cash flows from investing activities: Payments for property and equipment (14) — — (14) Net proceeds from disposal of assets, restaurant closures, and refranchisings 22 — — 22 Settlement/sale of derivatives, net 15 — — 15 Net cash provided by (used for) investing activities 23 — — 23 Cash flows from financing activities: Repayments of long-term debt and finance leases (48) — — (48) Distributions on Class A common and Partnership exchangeable units — (437) — (437) Capital contribution from RBI 80 — — 80 Distributions from subsidiaries (437) 437 — — (Payments) proceeds from derivatives 11 — — 11 Other financing activities, net (1) — — (1) Net cash (used for) provided by financing activities (395) — — (395) Effect of exchange rates on cash and cash equivalents 12 — — 12 Increase (decrease) in cash and cash equivalents 115 — — 115 Cash and cash equivalents at beginning of period 913 — — 913 Cash and cash equivalents at end of period $ 1,028 $ — $ — $ 1,028 |