Supplemental Financial Information (Tables)

3 Months Ended

Mar. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Condensed Consolidating Financial Statements

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 March 31, 2020

	Consolidated Borrowers			RBILP			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	2,498		$	—		$	—		$	2,498
Accounts and notes receivable, net	414			—			—			414
Inventories, net	85			—			—			85
Prepaids and other current assets	62			—			—			62
Total current assets	3,059			—			—			3,059
Property and equipment, net	1,939			—			—			1,939
Operating lease assets, net	1,115			—			—			1,115
Intangible assets, net	10,085			—			—			10,085
Goodwill	5,376			—			—			5,376
Net investment in property leased to franchisees	49			—			—			49
Intercompany receivable	—			242			(242		)	—
Investment in subsidiaries	—			3,752			(3,752		)	—
Other assets, net	1,006			—			—			1,006
Total assets	$	22,629		$	3,994		$	(3,994	)	$	22,629
LIABILITIES AND EQUITY
Current liabilities:
Accounts and drafts payable	$	484		$	—		$	—		$	484
Other accrued liabilities	537			242			—			779
Gift card liability	106			—			—			106
Current portion of long term-debt and finance leases	103			—			—			103
Total current liabilities	1,230			242			—			1,472
Long-term debt, net of current portion	12,822			—			—			12,822
Finance leases, net of current portion	283			—			—			283
Operating lease liabilities, net of current portion	1,039			—			—			1,039
Other liabilities, net	1,774			—			—			1,774
Payables to affiliates	242			—			(242		)	—
Deferred income taxes, net	1,487			—			—			1,487
Total liabilities	18,877			242			(242		)	18,877
Partners’ capital:
Class A common units	—			7,840			—			7,840
Partnership exchangeable units	—			(2,370		)	—			(2,370		)
Common shares	3,303			—			(3,303		)	—
Retained Earnings	2,167			—			(2,167		)	—
Accumulated other comprehensive income (loss)	(1,721		)	(1,721		)	1,721			(1,721		)
Total Partners' capital/shareholders' equity	3,749			3,749			(3,749		)	3,749
Noncontrolling interests	3			3			(3		)	3
Total equity	3,752			3,752			(3,752		)	3,752
Total liabilities and equity	$	22,629		$	3,994		$	(3,994	)	$	22,629

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 March 31, 2020

	Consolidated Borrowers			RBILP			Eliminations			Consolidated
Revenues:
Sales	$	503		$	—		$	—		$	503
Franchise and property revenues	722			—			—			722
Total revenues	1,225			—			—			1,225
Operating costs and expenses:
Cost of sales	399			—			—			399
Franchise and property expenses	126			—			—			126
Selling, general and administrative expenses	325			—			—			325
(Income) loss from equity method investments	2			—			—			2
Other operating expenses (income), net	(16		)	—			—			(16		)
Total operating costs and expenses	836			—			—			836
Income from operations	389			—			—			389
Interest expense, net	119			—			—			119
Income before income taxes	270			—			—			270
Income tax expense	46			—			—			46
Net income	224			—			—			224
Equity in earnings of consolidated subsidiaries	—			224			(224		)	—
Net income (loss)	224			224			(224		)	224
Net income (loss) attributable to noncontrolling interests	—			—			—			—
Net income (loss) attributable to common unitholders	$	224		$	224		$	(224	)	$	224
Comprehensive income (loss)	$	(319	)	$	(319	)	$	319		$	(319	)

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Operations

(In millions of U.S. dollars)

Three Months Ended March 31, 2019

	Consolidated Borrowers			RBILP		Eliminations			Consolidated
Revenues:
Sales	$	522		$	—	$	—		$	522
Franchise and property revenues	744			—		—			744
Total revenues	1,266			—		—			1,266
Operating costs and expenses:
Cost of sales	406			—		—			406
Franchise and property expenses	133			—		—			133
Selling, general and administrative expenses	312			—		—			312
(Income) loss from equity method investments	(2		)	—		—			(2		)
Other operating expenses (income), net	(17		)	—		—			(17		)
Total operating costs and expenses	832			—		—			832
Income from operations	434			—		—			434
Interest expense, net	132			—		—			132
Income before income taxes	302			—		—			302
Income tax expense	56			—		—			56
Net income	246			—		—			246
Equity in earnings of consolidated subsidiaries	—			246		(246		)	—
Net income (loss)	246			246		(246		)	246
Net income (loss) attributable to noncontrolling interests	—			—		—			—
Net income (loss) attributable to common unitholders	$	246		$	246	$	(246	)	$	246
Comprehensive income (loss)	$	294		$	294	$	(294	)	$	294

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

(In millions of U.S. dollars)

Three months ended March 31, 2020

	Consolidated Borrowers			RBILP			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	224		$	224		$	(224	)	$	224
Adjustments to reconcile net income to net cash (used for) provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	—			(224		)	224			—
Depreciation and amortization	45			—			—			45
Amortization of deferred financing costs and debt issuance discount	6			—			—			6
(Income) loss from equity method investments	2			—			—			2
(Gain) loss on remeasurement of foreign denominated transactions	(8		)	—			—			(8		)
Net (gains) losses on derivatives	(6		)	—			—			(6		)
Share-based compensation expense	19			—			—			19
Deferred income taxes	(31		)	—			—			(31		)
Other	(4		)	—			—			(4		)
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	94			—			—			94
Inventories and prepaids and other current assets	(13		)	—			—			(13		)
Accounts and drafts payable	(136		)	—			—			(136		)
Other accrued liabilities and gift card liability	(67		)	—			—			(67		)
Tenant inducements paid to franchisees	(3		)	—			—			(3		)
Other long-term assets and liabilities	14			—			—			14
Net cash provided by (used for) operating activities	136			—			—			136
Cash flows from investing activities:
Payments for property and equipment	(19		)	—			—			(19		)
Net proceeds from disposal of assets, restaurant closures, and refranchisings	4			—			—			4
Settlement/sale of derivatives, net	12			—			—			12
Net cash provided by (used for) investing activities	(3		)	—			—			(3		)
Cash flows from financing activities:
Proceeds from revolving line of credit and long-term debt	1,085			—			—			1,085
Repayments of long-term debt and finance leases	(25		)	—			—			(25		)
Distributions on Class A common and Partnership exchangeable units	—			(232		)	—			(232		)
Capital contribution from RBI Inc.	30			—			—			30
Distributions from subsidiaries	(232		)	232			—			—
(Payments) proceeds from derivatives	(2		)	—			—			(2		)
Other financing activities, net	(1		)	—			—			(1		)
Net cash provided by (used for) financing activities	855			—			—			855
Effect of exchange rates on cash and cash equivalents	(23		)	—			—			(23		)
Increase (decrease) in cash and cash equivalents	965			—			—			965
Cash and cash equivalents at beginning of period	1,533			—			—			1,533
Cash and cash equivalents at end of period	$	2,498		$	—		$	—		$	2,498

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP AND SUBSIDIARIES

Condensed Consolidating Statements of Cash Flows

(In millions of U.S. dollars)

Three Months Ended March 31, 2019

	Consolidated Borrowers			RBILP			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	246		$	246		$	(246	)	$	246
Adjustments to reconcile net income to net cash (used for) provided by operating activities:
Equity in loss (earnings) of consolidated subsidiaries	—			(246		)	246			—
Depreciation and amortization	47			—			—			47
Amortization of deferred financing costs and debt issuance discount	7			—			—			7
(Income) loss from equity method investments	(2		)	—			—			(2		)
(Gain) loss on remeasurement of foreign denominated transactions	(15		)	—			—			(15		)
Net (gains) losses on derivatives	(20		)	—			—			(20		)
Share-based compensation expense	22			—			—			22
Deferred income taxes	38			—			—			38
Other	3			—			—			3
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	14			—			—			14
Inventories and prepaids and other current assets	(13		)	—			—			(13		)
Accounts and drafts payable	(69		)	—			—			(69		)
Other accrued liabilities and gift card liability	(126		)	—			—			(126		)
Other long-term assets and liabilities	22			—			—			22
Net cash provided by (used for) operating activities	154			—			—			154
Cash flows from investing activities:
Payments for property and equipment	(5		)	—			—			(5		)
Net proceeds from disposal of assets, restaurant closures, and refranchisings	4			—			—			4
Settlement/sale of derivatives, net	11			—			—			11
Other investing activities, net	1			—			—			1
Net cash provided by (used for) investing activities	11			—			—			11
Cash flows from financing activities:
Repayments of long-term debt and finance leases	(23		)	—			—			(23		)
Distributions on Class A common and Partnership exchangeable units	—			(207		)	—			(207		)
Capital contribution from RBI Inc.	42			—			—			42
Distributions from subsidiaries	(207		)	207			—			—
(Payments) proceeds from derivatives	5			—			—			5
Other financing activities, net	1			—			—			1
Net cash (used for) provided by financing activities	(182		)	—			—			(182		)
Effect of exchange rates on cash and cash equivalents	6			—			—			6
Increase (decrease) in cash and cash equivalents	(11		)	—			—			(11		)
Cash and cash equivalents at beginning of period	913			—			—			913
Cash and cash equivalents at end of period	$	902		$	—		$	—		$	902