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 4.250% Senior Notes. The agreement governing our Credit Facilities, the 2020 3.50% 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 June 30, 2021 Consolidated Borrowers RBILP Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,749 $ — $ — $ 1,749 Accounts and notes receivable, net 535 — — 535 Inventories, net 99 — — 99 Prepaids and other current assets 132 — — 132 Total current assets 2,515 — — 2,515 Property and equipment, net 2,033 — — 2,033 Operating lease assets, net 1,143 — — 1,143 Intangible assets, net 10,820 — — 10,820 Goodwill 5,831 — — 5,831 Net investment in property leased to franchisees 80 — — 80 Intercompany receivable — 246 (246) — Investment in subsidiaries — 4,259 (4,259) — Other assets, net 819 — — 819 Total assets $ 23,241 $ 4,505 $ (4,505) $ 23,241 LIABILITIES AND EQUITY Current liabilities: Accounts and drafts payable $ 575 $ — $ — $ 575 Other accrued liabilities 566 246 — 812 Gift card liability 149 — — 149 Current portion of long-term debt and finance leases 113 — — 113 Total current liabilities 1,403 246 — 1,649 Long-term debt, net of current portion 12,375 — — 12,375 Finance leases, net of current portion 326 — — 326 Operating lease liabilities, net of current portion 1,078 — — 1,078 Other liabilities, net 2,110 — — 2,110 Payables to affiliates 246 — (246) — Deferred income taxes, net 1,444 — — 1,444 Total liabilities 18,982 246 (246) 18,982 Partners’ capital: Class A common units — 8,222 — 8,222 Partnership exchangeable units — (2,955) — (2,955) Common shares 3,132 — (3,132) — Retained Earnings 2,135 — (2,135) — Accumulated other comprehensive income (loss) (1,012) (1,012) 1,012 (1,012) 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 $ 23,241 $ 4,505 $ (4,505) $ 23,241 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Balance Sheets (In millions of U.S. dollars) As of December 31, 2020 Consolidated Borrowers 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 Long-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 Statements of Operations (In millions of U.S. dollars) Three Months Ended June 30, 2021 Consolidated Borrowers RBILP Eliminations Consolidated Revenues: Sales $ 590 $ — $ — $ 590 Franchise and property revenues 614 — — 614 Advertising revenues 234 — — 234 Total revenues 1,438 — — 1,438 Operating costs and expenses: Cost of sales 467 — — 467 Franchise and property expenses 121 — — 121 Advertising expenses 238 — — 238 General and administrative expenses 113 — — 113 (Income) loss from equity method investments 3 — — 3 Other operating expenses (income), net 8 — — 8 Total operating costs and expenses 950 — — 950 Income from operations 488 — — 488 Interest expense, net 126 — — 126 Income before income taxes 362 — — 362 Income tax (benefit) expense (29) — — (29) Net income 391 — — 391 Equity in earnings of consolidated subsidiaries — 391 (391) — Net income (loss) 391 391 (391) 391 Net income (loss) attributable to noncontrolling interests 1 1 (1) 1 Net income (loss) attributable to common unitholders $ 390 $ 390 $ (390) $ 390 Comprehensive income (loss) $ 451 $ 451 $ (451) $ 451 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions of U.S. dollars) Six Months Ended June 30, 2021 Consolidated Borrowers RBILP Eliminations Consolidated Revenues: Sales $ 1,097 $ — $ — $ 1,097 Franchise and property revenues 1,162 — — 1,162 Advertising revenues 439 — — 439 Total revenues 2,698 — — 2,698 Operating costs and expenses: Cost of sales 868 — — 868 Franchise and property expenses 237 — — 237 Advertising expenses 474 — — 474 General and administrative expenses 218 — — 218 (Income) loss from equity method investments 5 — — 5 Other operating expenses (income), net (34) — — (34) Total operating costs and expenses 1,768 — — 1,768 Income from operations 930 — — 930 Interest expense, net 250 — — 250 Income before income taxes 680 — — 680 Income tax (benefit) expense 18 — — 18 Net income 662 — — 662 Equity in earnings of consolidated subsidiaries — 662 (662) — Net income (loss) 662 662 (662) 662 Net income (loss) attributable to noncontrolling interests 2 2 (2) 2 Net income (loss) attributable to common unitholders $ 660 $ 660 $ (660) $ 660 Comprehensive income (loss) $ 925 $ 925 $ (925) $ 925 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 450 — — 450 Advertising revenues 192 — — 192 Total revenues 1,048 — — 1,048 Operating costs and expenses: Cost of sales 339 — — 339 Franchise and property expenses 132 — — 132 Advertising expenses 203 — — 203 General and administrative expenses 94 — — 94 (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 975 — — 975 Franchise contributions for advertising 389 389 Total revenues 2,273 — — 2,273 Operating costs and expenses: Cost of sales 738 — — 738 Franchise and property expenses 255 — — 255 Franchise advertising and related expenses 429 — — 429 Selling, general and administrative expenses 196 — — 196 (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 Cash Flows (In millions of U.S. dollars) Six months ended June 30, 2021 Consolidated Borrowers RBILP Eliminations Consolidated Cash flows from operating activities: Net income $ 662 $ 662 $ (662) $ 662 Adjustments to reconcile net income to net cash provided by (used for) operating activities: Equity in loss (earnings) of consolidated subsidiaries — (662) 662 — Depreciation and amortization 100 — — 100 Amortization of deferred financing costs and debt issuance discount 13 — — 13 (Income) loss from equity method investments 5 — — 5 (Gain) loss on remeasurement of foreign denominated transactions (35) — — (35) Net (gains) losses on derivatives 42 — — 42 Share-based compensation expense 40 — — 40 Deferred income taxes 24 — — 24 Other (12) — — (12) Changes in current assets and liabilities, excluding acquisitions and dispositions: Accounts and notes receivable 17 — — 17 Inventories and prepaids and other current assets (5) — — (5) Accounts and drafts payable 103 — — 103 Other accrued liabilities and gift card liability (123) — — (123) Tenant inducements paid to franchisees (1) — — (1) Other long-term assets and liabilities (98) — — (98) Net cash provided by (used for) operating activities 732 — — 732 Cash flows from investing activities: Payments for property and equipment (46) — — (46) Net proceeds from disposal of assets, restaurant closures, and refranchisings 14 — — 14 Settlement/sale of derivatives, net 1 — — 1 Other investing activities, net (5) — — (5) Net cash provided by (used for) investing activities (36) — — (36) Cash flows from financing activities: Repayments of long-term debt and finance leases (54) — — (54) Distributions on Class A common and Partnership exchangeable units — (484) — (484) Capital contribution from RBI 56 — — 56 Distributions from subsidiaries (484) 484 — — (Payments) proceeds from derivatives (32) — — (32) Other financing activities, net (2) — — (2) Net cash provided by (used for) financing activities (516) — — (516) Effect of exchange rates on cash and cash equivalents 9 — — 9 Increase (decrease) in cash and cash equivalents 189 — — 189 Cash and cash equivalents at beginning of period 1,560 — — 1,560 Cash and cash equivalents at end of period $ 1,749 $ — $ — $ 1,749 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 |