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 that provides for obligations under the Credit Facilities. On May 17, 2017, the Issuers entered into the 2017 Senior Notes Indenture with respect to the 2017 Senior Notes. On May 22, 2015, the Issuers entered into the 2015 Senior Notes Indenture with respect to the 2015 Senior Notes. On October 8, 2014, the Issuers entered into the 2014 Senior Notes Indenture with respect to the 2014 Senior Notes. The agreement governing our Credit Facilities, the 2017 Senior Notes Indenture, the 2015 Senior Notes Indenture and the 2014 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, 2017 Consolidated Borrowers RBILP Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 3,435.5 $ — $ — $ 3,435.5 Accounts and notes receivable, net 388.8 — — 388.8 Inventories, net 89.5 — — 89.5 Advertising fund restricted assets 92.8 — — 92.8 Prepaids and other current assets 106.9 — — 106.9 Total current assets 4,113.5 — — 4,113.5 Property and equipment, net 2,153.5 — — 2,153.5 Intangible assets, net 10,841.6 — — 10,841.6 Goodwill 5,683.7 — — 5,683.7 Net investment in property leased to franchisees 81.5 — — 81.5 Intercompany receivable — 155.4 (155.4 ) — Investment in subsidiaries — 7,171.6 (7,171.6 ) — Other assets, net 363.5 — — 363.5 Total assets $ 23,237.3 $ 7,327.0 $ (7,327.0 ) $ 23,237.3 LIABILITIES, PREFERRED UNITS AND EQUITY Current liabilities: Accounts and drafts payable $ 376.1 $ — $ — $ 376.1 Other accrued liabilities 336.7 155.4 — 492.1 Gift card liability 139.5 — — 139.5 Advertising fund liabilities 120.7 — — 120.7 Current portion of long term debt and capital leases 76.3 — — 76.3 Total current liabilities 1,049.3 155.4 — 1,204.7 Term debt, net of current portion 11,252.9 — — 11,252.9 Capital leases, net of current portion 231.2 — — 231.2 Other liabilities, net 1,178.9 — — 1,178.9 Payables to affiliates 155.4 — (155.4 ) — Deferred income taxes, net 2,198.0 — — 2,198.0 Total liabilities 16,065.7 155.4 (155.4 ) 16,065.7 Partnership preferred units — 3,297.0 — 3,297.0 Partners’ capital: Class A common units — 3,470.2 — 3,470.2 Partnership exchangeable units — 1,519.1 — 1,519.1 Common shares 6,871.5 — (6,871.5 ) — Retained Earnings 1,414.8 — (1,414.8 ) — Accumulated other comprehensive income (loss) (1,118.4 ) (1,118.4 ) 1,118.4 (1,118.4 ) Total Partners' capital/shareholders' equity 7,167.9 3,870.9 (7,167.9 ) 3,870.9 Noncontrolling interests 3.7 3.7 (3.7 ) 3.7 Total equity 7,171.6 3,874.6 (7,171.6 ) 3,874.6 Total liabilities, Partnership preferred units and equity $ 23,237.3 $ 7,327.0 $ (7,327.0 ) $ 23,237.3 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Balance Sheets (In millions of U.S. dollars) As of December 31, 2016 Consolidated Borrowers RBILP Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,420.4 $ — $ — $ 1,420.4 Accounts and notes receivable, net 403.5 — — 403.5 Inventories, net 71.8 — — 71.8 Advertising fund restricted assets 57.7 — — 57.7 Prepaids and other current assets 103.6 — — 103.6 Total current assets 2,057.0 — — 2,057.0 Property and equipment, net 2,054.7 — — 2,054.7 Intangible assets, net 9,228.0 — — 9,228.0 Goodwill 4,675.1 — — 4,675.1 Net investment in property leased to franchisees 91.9 — — 91.9 Derivative assets 717.9 — — 717.9 Intercompany receivable — 146.1 (146.1 ) — Investment in subsidiaries — 6,786.0 (6,786.0 ) — Other assets, net 300.7 — — 300.7 Total assets $ 19,125.3 $ 6,932.1 $ (6,932.1 ) $ 19,125.3 LIABILITIES, PREFERRED UNITS AND EQUITY Current liabilities: Accounts and drafts payable $ 369.8 $ — $ — $ 369.8 Other accrued liabilities 323.2 146.1 — 469.3 Gift card liability 194.4 — — 194.4 Advertising fund liabilities 83.3 — — 83.3 Current portion of long term debt and capital leases 93.9 — — 93.9 Total current liabilities 1,064.6 146.1 — 1,210.7 Term debt, net of current portion 8,410.2 — — 8,410.2 Capital leases, net of current portion 218.4 — — 218.4 Other liabilities, net 784.9 — — 784.9 Payables to affiliates 146.1 — (146.1 ) — Deferred income taxes, net 1,715.1 — — 1,715.1 Total liabilities 12,339.3 146.1 (146.1 ) 12,339.3 Partnership preferred units — 3,297.0 — 3,297.0 Partners’ capital: Class A common units — 3,364.1 — 3,364.1 Partnership exchangeable units — 1,476.2 — 1,476.2 Common shares 6,825.8 — (6,825.8 ) — Retained Earnings 1,311.5 — (1,311.5 ) — Accumulated other comprehensive income (loss) (1,355.4 ) (1,355.4 ) 1,355.4 (1,355.4 ) Total Partners' capital/shareholders' equity 6,781.9 3,484.9 (6,781.9 ) 3,484.9 Noncontrolling interests 4.1 4.1 (4.1 ) 4.1 Total equity 6,786.0 3,489.0 (6,786.0 ) 3,489.0 Total liabilities, Partnership preferred units and equity $ 19,125.3 $ 6,932.1 $ (6,932.1 ) $ 19,125.3 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions of U.S. dollars) Three Months Ended June 30, 2017 Consolidated Borrowers RBILP Eliminations Consolidated Revenues: Sales $ 602.1 $ — $ — $ 602.1 Franchise and property revenues 530.6 — — 530.6 Total revenues 1,132.7 — — 1,132.7 Operating costs and expenses: Cost of sales 460.2 — — 460.2 Franchise and property expenses 113.7 — — 113.7 Selling, general and administrative expenses 96.7 — — 96.7 (Income) loss from equity method investments 0.9 — — 0.9 Other operating expenses (income), net 46.8 — — 46.8 Total operating costs and expenses 718.3 — — 718.3 Income from operations 414.4 — — 414.4 Interest expense, net 128.0 — — 128.0 Income before income taxes 286.4 — — 286.4 Income tax expense 42.9 — — 42.9 Net income 243.5 — — 243.5 Equity in earnings of consolidated subsidiaries — 243.5 (243.5 ) — Net income (loss) 243.5 243.5 (243.5 ) 243.5 Net income (loss) attributable to noncontrolling interests 0.4 0.4 (0.4 ) 0.4 Partnership preferred unit distributions — 67.5 — 67.5 Net income (loss) attributable to common unitholders $ 243.1 $ 175.6 $ (243.1 ) $ 175.6 Comprehensive income (loss) $ 417.4 $ 417.4 $ (417.4 ) $ 417.4 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions of U.S. dollars) Six Months Ended June 30, 2017 Consolidated Borrowers RBILP Eliminations Consolidated Revenues: Sales $ 1,152.5 $ — $ — $ 1,152.5 Franchise and property revenues 980.8 — — 980.8 Total revenues 2,133.3 — — 2,133.3 Operating costs and expenses: Cost of sales 883.6 — — 883.6 Franchise and property expenses 224.7 — — 224.7 Selling, general and administrative expenses 218.6 — — 218.6 (Income) loss from equity method investments (4.8 ) — — (4.8 ) Other operating expenses (income), net 60.6 — — 60.6 Total operating costs and expenses 1,382.7 — — 1,382.7 Income from operations 750.6 — — 750.6 Interest expense, net 239.4 — — 239.4 Loss on early extinguishment of debt 20.4 — — 20.4 Income before income taxes 490.8 — — 490.8 Income tax expense 80.7 — — 80.7 Net income 410.1 — — 410.1 Equity in earnings of consolidated subsidiaries — 410.1 (410.1 ) — Net income (loss) 410.1 410.1 (410.1 ) 410.1 Net income (loss) attributable to noncontrolling interests 0.8 0.8 (0.8 ) 0.8 Partnership preferred unit distributions — 135.0 — 135.0 Net income (loss) attributable to common unitholders $ 409.3 $ 274.3 $ (409.3 ) $ 274.3 Comprehensive income (loss) $ 647.1 $ 647.1 $ (647.1 ) $ 647.1 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions of U.S. dollars) Three Months Ended June 30, 2016 Consolidated Borrowers RBILP Eliminations Consolidated Revenues: Sales $ 558.6 $ — $ — $ 558.6 Franchise and property revenues 481.6 — 481.6 Total revenues 1,040.2 — — 1,040.2 Operating costs and expenses: Cost of sales 438.0 — — 438.0 Franchise and property expenses 111.9 — — 111.9 Selling, general and administrative expenses 73.1 — — 73.1 (Income) loss from equity method investments 4.5 — — 4.5 Other operating expenses (income), net (11.3 ) — — (11.3 ) Total operating costs and expenses 616.2 — — 616.2 Income from operations 424.0 — — 424.0 Interest expense, net 117.2 — — 117.2 Income before income taxes 306.8 — — 306.8 Income tax expense 59.2 — — 59.2 Net income 247.6 — — 247.6 Equity in earnings of consolidated subsidiaries — 247.6 (247.6 ) — Net income (loss) 247.6 247.6 (247.6 ) 247.6 Net income (loss) attributable to noncontrolling interests 0.9 0.9 (0.9 ) 0.9 Partnership preferred unit distributions — 67.5 — 67.5 Net income (loss) attributable to common unitholders $ 246.7 $ 179.2 $ (246.7 ) $ 179.2 Comprehensive income (loss) $ 304.3 $ 304.3 $ (304.3 ) $ 304.3 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Operations (In millions of U.S. dollars) Six Months Ended June 30, 2016 Consolidated Borrowers RBILP Eliminations Consolidated Revenues: Sales $ 1,049.1 $ — $ — $ 1,049.1 Franchise and property revenues 909.6 — — 909.6 Total revenues 1,958.7 — — 1,958.7 Operating costs and expenses: Cost of sales 828.6 — — 828.6 Franchise and property expenses 213.7 — — 213.7 Selling, general and administrative expenses 146.3 — — 146.3 (Income) loss from equity method investments (14.0 ) — — (14.0 ) Other operating expenses (income), net 29.5 — — 29.5 Total operating costs and expenses 1,204.1 — — 1,204.1 Income from operations 754.6 — — 754.6 Interest expense, net 232.3 — — 232.3 Income before income taxes 522.3 — — 522.3 Income tax expense 106.4 — — 106.4 Net income 415.9 — — 415.9 Equity in earnings of consolidated subsidiaries — 415.9 (415.9 ) — Net income (loss) 415.9 415.9 (415.9 ) 415.9 Net income (loss) attributable to noncontrolling interests 1.8 1.8 (1.8 ) 1.8 Partnership preferred unit distributions — 135.0 — 135.0 Net income (loss) attributable to common unitholders $ 414.1 $ 279.1 $ (414.1 ) $ 279.1 Comprehensive income (loss) $ 838.6 $ 838.6 $ (838.6 ) $ 838.6 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In millions of U.S. dollars) Six Months Ended June 30, 2017 Consolidated Borrowers RBILP Eliminations Consolidated Cash flows from operating activities: Net income $ 410.1 $ 410.1 $ (410.1 ) $ 410.1 Adjustments to reconcile net income to net cash provided by operating activities: Equity in loss (earnings) of consolidated subsidiaries — (410.1 ) 410.1 — Depreciation and amortization 88.7 — — 88.7 Non-cash loss on early extinguishment of debt 17.9 — — 17.9 Amortization of deferred financing costs and debt issuance discount 16.7 — — 16.7 (Income) loss from equity method investments (4.8 ) — — (4.8 ) Loss (gain) on remeasurement of foreign denominated transactions 47.1 — — 47.1 Net losses on derivatives 14.9 — — 14.9 Share-based compensation expense 27.2 — — 27.2 Deferred income taxes 22.4 — — 22.4 Other 9.8 — — 9.8 Changes in current assets and liabilities, excluding acquisitions and dispositions: Accounts and notes receivable 27.4 — — 27.4 Inventories and prepaids and other current assets (11.1 ) — — (11.1 ) Accounts and drafts payable (9.5 ) — — (9.5 ) Advertising fund restricted assets and fund liabilities 1.3 — — 1.3 Other accrued liabilities and gift card liability (164.2 ) — — (164.2 ) Other long-term assets and liabilities 27.1 — — 27.1 Net cash provided by operating activities 521.0 — — 521.0 Cash flows from investing activities: Payments for property and equipment (11.7 ) — — (11.7 ) Proceeds from disposal of assets, restaurant closures, and refranchisings 9.6 — — 9.6 Net payment for purchase of Popeyes, net of cash acquired (1,635.9 ) — — (1,635.9 ) Return of investment on direct financing leases 7.8 — — 7.8 Settlement/sale of derivatives, net 772.0 — — 772.0 Other investing activities, net 0.3 — — 0.3 Net cash provided by (used for) investing activities (857.9 ) — — (857.9 ) Cash flows from financing activities: Proceeds from issuance of long-term debt 3,050.0 — — 3,050.0 Repayments of long-term debt and capital leases (377.7 ) — — (377.7 ) Payment of financing costs (47.0 ) — — (47.0 ) Distributions on common, preferred and Partnership exchangeable units — (296.6 ) — (296.6 ) Capital contribution from RBI Inc. 12.3 — — 12.3 Distributions from subsidiaries (296.6 ) 296.6 — — Other financing activities, net (2.3 ) — — (2.3 ) Net cash provided by (used for) financing activities 2,338.7 — — 2,338.7 Effect of exchange rates on cash and cash equivalents 13.3 — — 13.3 Increase (decrease) in cash and cash equivalents 2,015.1 — — 2,015.1 Cash and cash equivalents at beginning of period 1,420.4 — — 1,420.4 Cash and cash equivalents at end of period $ 3,435.5 $ — $ — $ 3,435.5 RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In millions of U.S. dollars) Six Months Ended June 30, 2016 Consolidated Borrowers RBILP Eliminations Consolidated Cash flows from operating activities: Net income $ 415.9 $ 415.9 $ (415.9 ) $ 415.9 Adjustments to reconcile net income to net cash provided by operating activities: Equity in loss (earnings) of consolidated subsidiaries — (415.9 ) 415.9 — Depreciation and amortization 85.7 — — 85.7 Amortization of deferred financing costs and debt issuance discount 19.3 — — 19.3 (Income) loss from equity method investments (14.0 ) — — (14.0 ) Loss (gain) on remeasurement of foreign denominated transactions 19.0 — — 19.0 Net losses on derivatives 9.4 — — 9.4 Share-based compensation expense 16.1 — — 16.1 Deferred income taxes 10.5 — — 10.5 Other 7.1 — — 7.1 Changes in current assets and liabilities, excluding acquisitions and dispositions: Accounts and notes receivable 21.7 — — 21.7 Inventories and prepaids and other current assets (69.1 ) — — (69.1 ) Accounts and drafts payable 7.2 — — 7.2 Advertising fund restricted assets and fund liabilities (15.8 ) — — (15.8 ) Other accrued liabilities and gift card liability (19.3 ) — — (19.3 ) Other long-term assets and liabilities (1.7 ) — — (1.7 ) Net cash provided by operating activities 492.0 — — 492.0 Cash flows from investing activities: Payments for property and equipment (12.8 ) — — (12.8 ) Proceeds from disposal of assets, restaurant closures, and refranchisings 13.2 — — 13.2 Return of investment on direct financing leases 8.1 — — 8.1 Settlement/sale of derivatives, net 1.5 — — 1.5 Other investing activities, net 1.8 — — 1.8 Net cash provided by (used for) investing activities 11.8 — — 11.8 Cash flows from financing activities: Repayments of long-term debt and capital leases (34.6 ) — — (34.6 ) Distributions on common, preferred and Partnership exchangeable units — (260.2 ) — (260.2 ) Capital contribution from RBI Inc. 10.7 — — 10.7 Distributions from subsidiaries (260.2 ) 260.2 — — Other financing activities, net (22.1 ) — — (22.1 ) Net cash provided by (used for) financing activities (306.2 ) — — (306.2 ) Effect of exchange rates on cash and cash equivalents 6.2 — — 6.2 Increase (decrease) in cash and cash equivalents 203.8 — — 203.8 Cash and cash equivalents at beginning of period 753.7 — — 753.7 Cash and cash equivalents at end of period $ 957.5 $ — $ — $ 957.5 |