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 September 30, 2020 Consolidated Borrowers RBILP Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,904 $ — $ — $ 1,904 Accounts and notes receivable, net 589 — — 589 Inventories, net 87 — — 87 Prepaids and other current assets 85 — — 85 Total current assets 2,665 — — 2,665 Property and equipment, net 1,975 — — 1,975 Operating lease assets, net 1,122 — — 1,122 Intangible assets, net 10,415 — — 10,415 Goodwill 5,571 — — 5,571 Net investment in property leased to franchisees 63 — — 63 Intercompany receivable — 243 (243) — Investment in subsidiaries — 3,915 (3,915) — Other assets, net 722 — — 722 Total assets $ 22,533 $ 4,158 $ (4,158) $ 22,533 LIABILITIES AND EQUITY Current liabilities: Accounts and drafts payable $ 523 $ — $ — $ 523 Other accrued liabilities 640 243 — 883 Gift card liability 108 — — 108 Current portion of long-term debt and finance leases 107 — — 107 Total current liabilities 1,378 243 — 1,621 Long-term debt, net of current portion 12,300 — — 12,300 Finance leases, net of current portion 304 — — 304 Operating lease liabilities, net of current portion 1,054 — — 1,054 Other liabilities, net 1,917 — — 1,917 Payables to affiliates 243 — (243) — Deferred income taxes, net 1,422 — — 1,422 Total liabilities 18,618 243 (243) 18,618 Partners’ capital: Class A common units — 8,005 — 8,005 Partnership exchangeable units — (2,568) — (2,568) Common shares 3,369 — (3,369) — Retained Earnings 2,068 — (2,068) — Accumulated other comprehensive income (loss) (1,526) (1,526) 1,526 (1,526) Total Partners' capital/shareholders' equity 3,911 3,911 (3,911) 3,911 Noncontrolling interests 4 4 (4) 4 Total equity 3,915 3,915 (3,915) 3,915 Total liabilities and equity $ 22,533 $ 4,158 $ (4,158) $ 22,533 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 September 30, 2020 Consolidated Borrowers RBILP Eliminations Consolidated Revenues: Sales $ 541 $ — $ — $ 541 Franchise and property revenues 796 — — 796 Total revenues 1,337 — — 1,337 Operating costs and expenses: Cost of sales 418 — — 418 Franchise and property expenses 128 — — 128 Selling, general and administrative expenses 302 — — 302 (Income) loss from equity method investments 18 — — 18 Other operating expenses (income), net 54 — — 54 Total operating costs and expenses 920 — — 920 Income from operations 417 — — 417 Interest expense, net 129 — — 129 Income before income taxes 288 — — 288 Income tax expense 65 — — 65 Net income 223 — — 223 Equity in earnings of consolidated subsidiaries — 223 (223) — Net income (loss) 223 223 (223) 223 Net income (loss) attributable to noncontrolling interests — — — — Net income (loss) attributable to common unitholders $ 223 $ 223 $ (223) $ 223 Comprehensive income (loss) $ 269 $ 269 $ (269) $ 269 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions of U.S. dollars) Nine Months Ended September 30, 2020 Consolidated Borrowers RBILP Eliminations Consolidated Revenues: Sales $ 1,450 $ — $ — $ 1,450 Franchise and property revenues 2,160 — — 2,160 Total revenues 3,610 — — 3,610 Operating costs and expenses: Cost of sales 1,156 — — 1,156 Franchise and property expenses 388 — — 388 Selling, general and administrative expenses 922 — — 922 (Income) loss from equity method investments 36 — — 36 Other operating expenses (income), net 59 — — 59 Total operating costs and expenses 2,561 — — 2,561 Income from operations 1,049 — — 1,049 Interest expense, net 376 — — 376 Income before income taxes 673 — — 673 Income tax expense 62 — — 62 Net income 611 — — 611 Equity in earnings of consolidated subsidiaries — 611 (611) — Net income (loss) 611 611 (611) 611 Net income (loss) attributable to noncontrolling interests 1 1 (1) 1 Net income (loss) attributable to common unitholders $ 610 $ 610 $ (610) $ 610 Comprehensive income (loss) $ 263 $ 263 $ (263) $ 263 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions of U.S. dollars) Three Months Ended September 30, 2019 Consolidated Borrowers RBILP Eliminations Consolidated Revenues: Sales $ 624 $ — $ — $ 624 Franchise and property revenues 834 — — 834 Total revenues 1,458 — — 1,458 Operating costs and expenses: Cost of sales 475 — — 475 Franchise and property expenses 133 — — 133 Selling, general and administrative expenses 320 — — 320 (Income) loss from equity method investments (11) — — (11) Other operating expenses (income), net (30) — — (30) Total operating costs and expenses 887 — — 887 Income from operations 571 — — 571 Interest expense, net 137 — — 137 Loss on early extinguishment of debt 4 — — 4 Income before income taxes 430 — — 430 Income tax expense 79 — — 79 Net income 351 — — 351 Equity in earnings of consolidated subsidiaries — 351 (351) — Net income (loss) 351 351 (351) 351 Net income (loss) attributable to noncontrolling interests — — — — Net income (loss) attributable to common unitholders $ 351 $ 351 $ (351) $ 351 Comprehensive income (loss) $ 301 $ 301 $ (301) $ 301 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions of U.S. dollars) Nine Months Ended September 30, 2019 Consolidated Borrowers RBILP Eliminations Consolidated Revenues: Sales $ 1,735 $ — $ — $ 1,735 Franchise and property revenues 2,389 — — 2,389 Total revenues 4,124 — — 4,124 Operating costs and expenses: Cost of sales 1,334 — — 1,334 Franchise and property expenses 401 — — 401 Selling, general and administrative expenses 948 — — 948 (Income) loss from equity method investments (11) — — (11) Other operating expenses (income), net (44) — — (44) Total operating costs and expenses 2,628 — — 2,628 Income from operations 1,496 — — 1,496 Interest expense, net 406 — — 406 Loss on early extinguishment of debt 4 — — 4 Income before income taxes 1,086 — — 1,086 Income tax expense 232 — — 232 Net income 854 — — 854 Equity in earnings of consolidated subsidiaries — 854 (854) — Net income (loss) 854 854 (854) 854 Net income (loss) attributable to noncontrolling interests — — — — Net income (loss) attributable to common unitholders $ 854 $ 854 $ (854) $ 854 Comprehensive income (loss) $ 957 $ 957 $ (957) $ 957 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In millions of U.S. dollars) Nine months ended September 30, 2020 Consolidated Borrowers RBILP Eliminations Consolidated Cash flows from operating activities: Net income $ 611 $ 611 $ (611) $ 611 Adjustments to reconcile net income to net cash provided by (used for) operating activities: Equity in loss (earnings) of consolidated subsidiaries — (611) 611 — Depreciation and amortization 139 — — 139 Amortization of deferred financing costs and debt issuance discount 19 — — 19 (Income) loss from equity method investments 36 — — 36 (Gain) loss on remeasurement of foreign denominated transactions 54 — — 54 Net (gains) losses on derivatives 14 — — 14 Share-based compensation expense 55 — — 55 Deferred income taxes (120) — — (120) Other 23 — — 23 Changes in current assets and liabilities, excluding acquisitions and dispositions: Accounts and notes receivable (83) — — (83) Inventories and prepaids and other current assets (21) — — (21) Accounts and drafts payable (110) — — (110) Other accrued liabilities and gift card liability (12) — — (12) Tenant inducements paid to franchisees (7) — — (7) Other long-term assets and liabilities (5) — — (5) Net cash provided by (used for) operating activities 593 — — 593 Cash flows from investing activities: Payments for property and equipment (71) — — (71) Net proceeds from disposal of assets, restaurant closures, and refranchisings 9 — — 9 Settlement/sale of derivatives, net 29 — — 29 Net cash provided by (used for) investing activities (33) — — (33) 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 (1,071) — — (1,071) Payment of financing costs (10) — — (10) Distributions on Class A common and Partnership exchangeable units — (716) — (716) Capital contribution from RBI 60 — — 60 Distributions from subsidiaries (716) 716 — — (Payments) proceeds from derivatives (29) — — (29) Other financing activities, net (1) — — (1) Net cash provided by (used for) financing activities (182) — — (182) Effect of exchange rates on cash and cash equivalents (7) — — (7) Increase (decrease) in cash and cash equivalents 371 — — 371 Cash and cash equivalents at beginning of period 1,533 — — 1,533 Cash and cash equivalents at end of period $ 1,904 $ — $ — $ 1,904 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In millions of U.S. dollars) Nine Months Ended September 30, 2019 Consolidated Borrowers RBILP Eliminations Consolidated Cash flows from operating activities: Net income $ 854 $ 854 $ (854) $ 854 Adjustments to reconcile net income to net cash provided by (used for) operating activities: Equity in loss (earnings) of consolidated subsidiaries — (854) 854 — Depreciation and amortization 139 — — 139 Premiums paid and non-cash loss on extinguishment of debt 4 — — 4 Amortization of deferred financing costs and debt issuance discount 22 — — 22 (Income) loss from equity method investments (11) — — (11) (Gain) loss on remeasurement of foreign denominated transactions (38) — — (38) Net (gains) losses on derivatives (43) — — (43) Share-based compensation expense 56 — — 56 Deferred income taxes (16) — — (16) Other 1 — — 1 Changes in current assets and liabilities, excluding acquisitions and dispositions: Accounts and notes receivable (7) — — (7) Inventories and prepaids and other current assets (34) — — (34) Accounts and drafts payable (15) — — (15) Other accrued liabilities and gift card liability (85) — — (85) Tenant inducements paid to franchisees (13) — — (13) Other long-term assets and liabilities 64 — — 64 Net cash provided by (used for) operating activities 878 — — 878 Cash flows from investing activities: Payments for property and equipment (32) — — (32) Net proceeds from disposal of assets, restaurant closures, and refranchisings 22 — — 22 Settlement/sale of derivatives, net 17 — — 17 Net cash provided by (used for) investing activities 7 — — 7 Cash flows from financing activities: Proceeds from revolving line of credit and long-term debt 750 — — 750 Repayments of long-term debt and finance leases (290) — — (290) Payment of financing costs (13) — — (13) Distributions on Class A common and Partnership exchangeable units — (669) — (669) Capital contribution from RBI 99 — — 99 Distributions from subsidiaries (669) 669 — — (Payments) proceeds from derivatives 17 — — 17 Net cash (used for) provided by financing activities (106) — — (106) Effect of exchange rates on cash and cash equivalents 7 — — 7 Increase (decrease) in cash and cash equivalents 786 — — 786 Cash and cash equivalents at beginning of period 913 — — 913 Cash and cash equivalents at end of period $ 1,699 $ — $ — $ 1,699 |