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 9, 2020 the Issuers entered into the 2020 3.50% Senior Notes Indenture with respect to the 2020 3.50% Senior Notes. On October 5, 2020, the Issuers entered into the 2020 4.00% Senior Notes Indenture with respect to the 2020 4.00% Senior Notes. On April 7, 2020, the Issuers entered into the 2020 5.75% Senior Notes Indenture with respect to the 2020 5.75% 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 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 2020 3.50% the Senior Notes Indenture, the 2020 4.00% Senior Notes Indenture, the 2020 5.75% Senior Notes Indenture, the 2019 4.375% Senior Notes Indenture, the 2019 3.875% 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, 2020 Consolidated RBILP Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,560 $ — $ — $ 1,560 Accounts and notes receivable, net 536 — — 536 Inventories, net 96 — — 96 Prepaids and other current assets 72 — — 72 Total current assets 2,264 — — 2,264 Property and equipment, net 2,031 — — 2,031 Operating lease assets, net 1,152 — — 1,152 Intangible assets, net 10,701 — — 10,701 Goodwill 5,739 — — 5,739 Net investment in property leased to franchisees 66 — — 66 Intercompany receivable — 239 (239) — Investment in subsidiaries — 3,721 (3,721) — Other assets, net 824 — — 824 Total assets $ 22,777 $ 3,960 $ (3,960) $ 22,777 LIABILITIES AND EQUITY Current liabilities: Accounts and drafts payable $ 464 $ — $ — $ 464 Other accrued liabilities 596 239 — 835 Gift card liability 191 — — 191 Current portion of long term debt and finance leases 111 — — 111 Total current liabilities 1,362 239 — 1,601 Term debt, net of current portion 12,397 — — 12,397 Finance leases, net of current portion 315 — — 315 Operating lease liabilities, net of current portion 1,082 — — 1,082 Other liabilities, net 2,236 — — 2,236 Payables to affiliates 239 — (239) — Deferred income taxes, net 1,425 — — 1,425 Total liabilities 19,056 239 (239) 19,056 Partners’ capital: Class A common units — 7,994 — 7,994 Partnership exchangeable units — (3,002) — (3,002) Common shares 3,026 — (3,026) — Retained earnings 1,966 — (1,966) — Accumulated other comprehensive income (loss) (1,275) (1,275) 1,275 (1,275) Total Partners’ capital/shareholders’ equity 3,717 3,717 (3,717) 3,717 Noncontrolling interests 4 4 (4) 4 Total equity 3,721 3,721 (3,721) 3,721 Total liabilities and equity $ 22,777 $ 3,960 $ (3,960) $ 22,777 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 Statements of Operations (In millions of U.S. dollars) 2020 Consolidated RBILP Eliminations Consolidated Revenues: Sales $ 2,013 $ — $ — $ 2,013 Franchise and property revenues 2,955 — — 2,955 Total revenues 4,968 — — 4,968 Operating costs and expenses: Cost of sales 1,610 — — 1,610 Franchise and property expenses 528 — — 528 Selling, general and administrative expenses 1,264 — — 1,264 (Income) loss from equity method investments 39 — — 39 Other operating expenses (income), net 105 — — 105 Total operating costs and expenses 3,546 — — 3,546 Income from operations 1,422 — — 1,422 Interest expense, net 508 — — 508 Loss on early extinguishment of debt 98 — — 98 Income before income taxes 816 — — 816 Income tax expense (benefit) 66 — — 66 Net income 750 — — 750 Equity in earnings of consolidated subsidiaries — 750 (750) — Net income (loss) 750 750 (750) 750 Net income (loss) attributable to noncontrolling interests 2 2 (2) 2 Net income (loss) attributable to common unitholders $ 748 $ 748 $ (748) $ 748 Total comprehensive income (loss) $ 653 $ 653 $ (653) $ 653 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 Cash Flows (In millions of U.S. dollars) 2020 Consolidated RBILP Eliminations Consolidated Cash flows from operating activities: Net income $ 750 $ 750 $ (750) $ 750 Adjustments to reconcile net income to net cash provided by operating activities: Equity in loss (earnings) of consolidated subsidiaries — (750) 750 — Depreciation and amortization 189 — — 189 Premiums paid and non-cash loss on early extinguishment of debt 97 — — 97 Amortization of deferred financing costs and debt issuance discount 26 — — 26 (Income) loss from equity method investments 39 — — 39 Loss (gain) on remeasurement of foreign denominated transactions 100 — — 100 Net (gains) losses on derivatives 32 — — 32 Share-based compensation expense 74 — — 74 Deferred income taxes (208) — — (208) Other 28 — — 28 Changes in current assets and liabilities, excluding acquisitions and dispositions: Accounts and notes receivable (30) — — (30) Inventories and prepaids and other current assets (10) — — (10) Accounts and drafts payable (183) — — (183) Other accrued liabilities and gift card liability 16 — — 16 Tenant inducements paid to franchisees (22) — — (22) Other long-term assets and liabilities 23 — — 23 Net cash provided by operating activities 921 — — 921 Cash flows from investing activities: Payments for property and equipment (117) — — (117) Net proceeds from disposal of assets, restaurant closures and refranchisings 12 — — 12 Settlement/sale of derivatives, net 33 — — 33 Other investing activities, net (7) — — (7) Net cash used for investing activities (79) — — (79) Cash flows from financing activities: Proceeds from issuance of long-term debt 5,235 — — 5,235 Repayments of long-term debt and finance leases (4,708) — — (4,708) Payment of financing costs (43) — — (43) Distributions paid on Class A and Partnership exchangeable units — (959) — (959) Repurchase of Partnership exchangeable units — (380) — (380) Capital contribution from RBI Inc. 82 — — 82 Distributions from subsidiaries (1,339) 1,339 — — (Payments) proceeds from derivatives (46) — — (46) Other financing activities, net (2) — — (2) Net cash used for financing activities (821) — — (821) Effect of exchange rates on cash and cash equivalents 6 — — 6 Increase (decrease) in cash and cash equivalents 27 — — 27 Cash and cash equivalents at beginning of period 1,533 — — 1,533 Cash and cash equivalents at end of period $ 1,560 $ — $ — $ 1,560 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In millions of U.S. dollars) 2019 Consolidated 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 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) 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 (1,289) 1,289 — — Other financing activities, net (55) — — (55) 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 |